HomeMy WebLinkAbout00-05618
GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants.
: CIVIL ACTION - EQUITY
ORDER
AND NOW, this _ day of
, 2000, upon consideration of Defendants Jean o.
Dorsey and Dennis G. Dorsey's Preliminary Objections to the Complaint, it is hereby ordered
that said Objections are granted, It is further ordered that Paragraphs 9(A) and (C),
13,(A),(D),(F),(G) and (I) are hereby stricken from the complaint with prejudice.
BY THE COURT:
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants.
: CIVIL ACTION - EQUITY
PRELIMINARY OBJECTIONS OF DEFENDANTS JEAN O. DORSEY
AND DENNIS G. DORSEY TO PLAINTIFF'S COMPLAINT
AND NOW, come defendants, Jean O. Dorsey and Dennis G. Dorsey, by and through
their attomey, Michael S. Travis, and for their Preliminary Objections to the Complaint, state as
follows:
I. This is an action to dissolve a partnership requesting an accounting and damages by
the plaintiff herein,
2. The complaint alleges acts of business exclusion and breach of fiduciary duty by
defendants, partners with Glenda Maxton in the partnership DorseylMaxton Associates,
3, The sole partnership asset was sold at sheriff's sale on December 8, 1999.
4. Following dismissal of a petition to set aside the sheriff's sale by Maxton, defendants
issued a schedule of distribution regarding all partnership assets accounted for up and until the
sheriff s sale date which they believe settled all outstanding partnership issues.
5. The complaint contains allegations under Paragraphs 9 and 13, which are vague and
unspecific.
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6. The only expenditures by defendants which plaintiff questioned in the past pertained
to a cell phone and beeper purchased for partnership use. Without admitting impropriety of the
expenditures, defendants offered to reimburse the amount at issue to which plaintiff never
responded.
7. On or about August 2, 2000, plaintiff, through counsel, sent defendants a letter
rejecting the accounting as filed by defendants. A copy of plaintiff's letter is attached hereto as
Exhibit A.
8, In an effort to avoid suit, defendants did respond by requesting from plaintiff a
proposal of her estimate of amounts due Maxton, No response was received thereto. A copy of
defendant's letter is attached hereto as Exhibit B.
I. Motion to Strike for Insufficient Specificity
Pa. R.C.P. 1019(a); Pa. R.C.P. 1028(a)(3)
9. Pa, R.C.P. 1019(a) requires that material facts upon which a cause of action of defense
is based shall be stated in concise and summary form. The aforementioned provision is designed
to apprise the opposing party of what the pleading party intends to establish at trial.
10, The following subparagraphs of plaintiff's complaint set forth unspecific and vague
allegations committed by the Dorseys as partners contrary to the Partnership Agreement:
9, Maxton requests a formal accounting as to the partnership affairs for the
following reasons:
A.) Maxton was wrongly excluded from the partnership business and
possession of partnership properly by the Dorseys;
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c.) Testimony at a prior trial revealed that the Dorseys breached their
fiduciary duty to Maxton by paying personal debts and unauthorized
expenditures with partnership funds, [emphasis added],
13. Dorsey breached their fiduciary duties and intentionally and willfully
breached the Partnership Agreement as follows:
A.) Failed to be faithful to Maxton;
D.) Misappropriated partnership funds by paying personal bills;
F.) Failed to act in good faith and a manner reasonably believed to
to be in or not opposed to the best interests of the partnership;
G.) Failed to adhere to the management provisions of the Partnership
Agreement by unilaterally making decisions effecting the policy and
management of the partnership and failing to allow Maxton her right
to participate in the management;
I.) Acted in a manner of self-dealing and diverted partnership funds to
their benefit for improper purposes when disputes existed as to
outstanding obligations.
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11. The above paragraphs violate the fact-pleading principles of Rule 10 19( a), in that
they contain vague, nonspecific allegations regarding the partnership relationship insufficient to
apprise defendants of the partnership violations alleged against them. Defendants are unable to
appropriately respond or adequately prepare a defense to these particular allegations.
WHEREFORE, defendants, Jean O. Dorsey and Dennis G. Dorsey, respectfully request
this Honorable Court to sustain these Preliminary Objections, and order that the allegations
contained in the aforecited paragraphs be stricken from the complaint with prejudice, or in the
alternative order that plaintiff amend the petition to fully conform with the applicable rules of
court.
Respectfully submitted,
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Attorney for Defendants
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Law Offices of
Craig A. Diehl
3464 Trindle Road
Camp Hill, Pennsylvania 1701 I
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Telephone (717) 763-7613
Telecopier (7 I 7) 763-8293
August 2, 2000
In Spring Grove, Pennsylvania
I 19 West Hanover Street
Spring Grove, PA 17362
Telephone: (717)225-1929
Craig A, Diehl, Esquire, C.P,A,
Li nda A. Clotfelter, Esquire
Michael S, Travis, Esquire
4076 Market Street
Suite 209
Camp Hill, PA 17011
Re: DorseylMaxton Associates
Dear Mike:
Your letter containing a proposed distribution with the enclosed draft is an insult to my
client's intelligence. Please contact our office to advise whether you will accept service of the
Maxton's Complaint for damages, which will be forthcoming in the next week,
Sincerely,
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Craig A. Diehl, Esquire
CAD/sam
cc: Mr. and Mrs. John Maxton
EXHIBIT
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MICHAEL S. TRAVIS
ATTORNEY AT LAW
4076 MARKET STREET. SUITE 209
CAMP 1-1 ILL. PA 17011
TELEPI-IONE (717) 731.9502
F"AX ('717) 731.9511
August 4, 2000
Craig A. Diehl, Esquire
3464 Trindle Road
Camp HiII,PA 17011
RE: DorseyIMa"':ton
Dear Craig:
I calU10t accept service of the complaint discussed in your August 2 letter. It is not clear
what it is that your clients are looking for regarding the distribution of funds. If you will tell us
what your clients are asking for I will be happy to review the matter with Mr. and Mrs. Dorsey.
Very truly yours,
~a~is
MST&m .
pc: Mr, and Mrs, Dorsey I
EXHIBIT
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CERTIFICATE OF SERVICE
I, Michael S. Travis, do hereby certify that on this date, I did serve a true and correct copy
of the foregoing document upon the following person( s) at the following address( es) by sending
the same in the United States mail, fIrst class, postage prepaid:
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, PA 17011
Date: 6'/?b/clcaJ
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
.
NO. 80-5&;1'5 t~
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
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 Complaint and Notice are
served, by entering a written appearance personally or by attorney and filing in writing with the court
your defense 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 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 TillS PAPER TO YOUR LA WYERAT 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
OF THE CUMBERLAND COUNTY BAR ASSOCIATION
2 LIBERTY AVE.
CARLISLE, PA 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
NO.
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
NOTICIA
Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas
expuestas en las paginas siquinetes, usted tiene viente (2) dias de plazo al partir de la fecha de la
demanda y la notificacion. U sted debe presentar una apariencia escrita 0 en persona 0 por abogado
y archivar en la corte en forma escrita sus defenses 0 sus objectiones alas demandas en contra de su
persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden
contra usted sin privio aviso 0 notificacion y por cualquier queja 0 alivio que es pedido en la peticion
de demanda. U sted puede perder dinero a sus propiedades 0 otros derechos importantes para usted.
LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTE. SI NO TIENE
ABOGADO 0 SI TO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO,
V AYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION
SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE
CONSEGUIR ASISTENCIA LEGAL.
LAWYER REFERRAL SERVICE
OF THE CUMBERLAND COUNTY BAR ASSOCIATION
2 LIBERTY AVE.
CARLISLE, P A 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLANDCOUNTY,PENNSYLV ANIA
v.
NO. W -..5(,.1 E' CwJ ~
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
COMPLAINT FOR P ARTNERSIllP DISSOLUTION,
ACCOUNTING, AND DAMAGES
FOR BREACH OF P ARTNERSIllP AGREEMENT
1. Plaintiff, Glenda K. Maxton (hereinafter "Maxton"), is an adult individual residing at 413
16th Street, New Cumberland, Pennsylvania 17070-1318.
2. Defendants, Jean O. Dorsey and Dennis G. Dorsey (hereinafter "Dorseys"), are adult
individuals residing at 322 West Green Street, Shiremanstown, Pennsylvania 17011-6521.
3, Maxton and Dorseys are partners in a general partnership known as Dorsey/Maxton
Associates, A true and correct copy of the Partnership Agreement is attached hereto as Exhibit "A"
and incorporated herein.
COUNT I - DISSOLUTION OF PARTNERSIDP
4. Paragraphs I through 3 above of Plaintiff's Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as iffu1ly
set forth verbatim,
5. Maxton expressly sets forth her will to remove herself as a partner in Dorsey/Maxton
Associates since the Partnership Agreement dictates no definite term or specifies no particular
undertaking.
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6. By law, pursuant to 15 Pa,C.SA ~8353(1)(ii), dissolution is caused by Maxton's express
will not to remain as a partner.
7. In the alternative, due to conduct exhibited by the Dorseys specifically enumerated in
Count III hereof, Maxton requests this Honorable Court, pursuant to 15 Pa.C.S.A, ~8354(a)(4), to
decree a dissolution of the partnership known as DorseylMaxton Associates.
WHEREFORE, Plaintiff, GlendaK. Maxton, respectfully requests that this Honorable Court
enter a decree of dissolution of the partnership, DorseylMaxton Associates.
COUNT II - ACCOUNTING
8. Paragraphs 1 through 7 above of Plaintiff's Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim.
9. Maxton requests a formal accounting as to the partnership affairs for the following
reasons:
A.) Maxton was wrongfully excluded from the partnership business and possession
of partnership property by the Dorseys;
B.) The right to a true accounting of all business transactions arising out of or
connected with the partnership business exists under the terms of the Partnership
Agreement; and
C.) Testimony at a prior trail revealed that Dorseys breached their fiduciary duty to
Maxton by paying personal debts and unauthorized expenditures with partnership
funds,
10. Pursuant to 15 Pa,C.SA ~8334 and ~8335, Maxton is entitled to a formal accounting
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as to the partnership affairs.
WHEREFORE, Plaintiff, Glenda K. Maxton, respectfully requests that this Honorable Court
enter an order entitling Maxton to a formal accounting of all Dorsey/Maxton Associates records and
requiring Dorseys to bear all costs and attorney fees associated therewith.
COUNT III - BREACH OF PARTNERSIDP AGREEMENT
II, Paragraphs 1 through 10 above of Plaintiff's Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim.
12. Besides the fiduciary relationship that exists between partners, Maxton should have been
able to trust Dorseys and expect that they were pursuing a common goal without self-dealing.
13, Dorsey breached their fiduciary duties and intentionally and willfully breached the
Partnership Agreement as follows:
A,) Failed to be faithful to Maxton;
B.) Failed to provide a true account of all business transactions to Maxton;
C.) Failed to allow Maxton to conduct an inspection of the books and records of the
partnership upon request;
D.) Misappropriated partnership funds by paying personal bills;
E.) Exceeded the authority of the Partnership Agreement by making expenditures
without the consent of Maxton and incurred and paid debts that exceeded the $200.00
limit as set forth in the Partnership Agreement.
F,) Failed to act in good faith and a manner reasonably believed to be in or not
opposed to the best interests of the partnership;
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G.) Failed to adhere to the management provisions ofthe Partnership Agreement by
unilaterally making decisions effecting the policy and management of the partnership
and failing to allow Maxton her right to participate in the management;
H.) Failed to act as a fiduciary and trustee for the profits derived without the consent
of Maxton from the proceeds of the Sheriff Sale; and
I.) Acted in a manner of self-dealing and diverted partnership funds to their benefit
for improper purposes when disputes existed as to outstanding obligations.
14. Dorseys caused significant economic damage to Maxton by refusing to execute
documents for a bank approved refmance when the property was appraised for Three Hundred
Thirty-Two Thousand and 00/100 ($332,000.00) Dollars and the sole mortgage holder was owed
approximately One Hundred Fifteen Thousand and 00/100 ($115,000,00) Dollars resulting in the
property being foreclosed upon.
15. Dorseys refusal to refinance the property was a direct breach of the Partnership
Agreement when they refused to settle other partnership disputes with Maxton unless she "gave in"
to their financial demands creating a financial hostage situation for Maxton.
16. Subsequentto the Sheriff Sale, Dorseys testified at a previous trial thatthe proceeds from
the Sheriff Sale were removed from the partnership bank account and deposited into their own
personal account, which is a clear violation of the Agreement and further substantiates their
continual methods of self-dealing.
17. Dorseys have unilaterally decided how to distribute the proceeds of the Sheriff Sale and
have flagrantly demonstrated bad faith on providing Maxton with a mere Three Hundred Sixty-Six
and 46/100 ($366.46) Dollars when Maxton's half of the Sheriff Sale proceeds is Forty-Five
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Thousand Four Hundred Fifty-Six Hundred and 54/100 ($45,456.54) Dollars. (See Attorney Travis's
letter attached hereto as Exhibit "BOO and incorporated herein,)
18. Dorseys' deduction for rents owed on Exhibit "BOO is unconscionable and improper in
that it is a willful disregard for offsetting the amount due Maxton by a debt owed by a corporation
that she does not even own.
19, Dorseys' self-dealing actions prior to the Sheriff Sale and subsequentto the Sheriff Sale
have caused Maxton to incur costs, attorney fees, and loss of work to preserve her equity position
in the partnership,
WHEREFORE, Plaintiff, Glenda K. Maxton, respectfully requests this Honorable Court to
award damages in excess of Thirty Thousand and 00/100 ($30,000.00) Dollars, attorney fees to
Maxton for the bad faith conduct by Dorseys, costs, interest and such other relief as this Court deems
just and equitable.
Respectfully submitted,
LAW OFFICES OF CRAIG A, DIEHL
Date:_A..,ud II, ~OOO
By: CA~,lLJl
Craig , Diehl, Esquue
Supreme Court LD. No. 52801
3464 Trindle Road
Camp Hill, PA 17011
(717) 763-7613
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLANDCOUNTY,PENNSYLV ANIA
v.
NO.
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQillTY
VERIFICATION
I, the undersigned, hereby verifY that the statements made in the foregoing document are true
and correct to the best of my knowledge, information and belief. I understand that the statements
herein are made subject to the penalties of 18 Pa.C.S. g4904, relating to unsworn falsification to
authorities.
Date:~l \ \ \ 00
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GLENDA K. MAXTON, Plaintiff
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PARTNERSHIP AGREEMENT
THIS AGREEMENT, made and entered into in Harrisburg,
Pennsylvania, effective as of the ~ I
day of November,
1991, by and between JEAN DORSEY and GARY DORSEY,
-AND-
GLENDA MAXTON, hereinafter collectively referred to as
"Partners" and individually as "Partner".
WHEREAS, the parties hereto have agreed to form this
partnership, as hereinafter set forth, and have agreed that
it is in their best interest that this Partnership Agreement
be written so that the arrangements concerning the
operations of the partnership and the Partners I interest
herein be reduced to writing.
NOW, THEREFORE, in consideration of these promises, the
mutual promises of the parties and other good and valuable
consideration, the receipt and sufficiency of which is
mutually acknowledged and intending to be legally bound
hereby, it is covenanted and agreed by the parties as
follows:
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ARTICLE I
Name and Place of Business
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1.1 Name:
The parties do hereby form a partnership
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entity under the name of DORSEY/MAXTON ASSOCIATES, to carry
on the business of owning, leasing, managing and improving
real estate and to engage in such other business enterprises
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as from time to time might be agreed upon by and among the
Partners.
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1. 2 Office:
The office of the partnership shall be
located at 322 W. Green street, Shiremanstown, Pennsylvania
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1.3 Partnership Duties:
Each of the parties hereby
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shall diligently employ himself in the business of the
partnership and be faithful to the other Partners in all
transactions relating to the partnership, and give, wherever
required, a true account of all business transactions
arising out of or connected with the partnership business.
That amount of time which shall be devoted by each Partner
to the partnership shall be mutually agreed upon by the
parties hereto, acknowledging that each Partner has business
interests other than his interests in this partnership. No
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Partner shall, without the written consent of other parties,
employ either the capital or credit of the partnership in
any other than partnership business.
1.4 Competition: Each Partner may have other business
interests and may engage in any other business or trade,
profession or employment whatsoever, for his own account,
and shall not be required to devote his entire time to the
business of the partnership.
1. 5 Term:
The term of the partnership shall be from
the date of execution of this Agreement, and shall continue
until terminated as hereinafter provided.
1. 6 The Accountinq Period:
The fiscal year of the
partnership shall be the calendar year, that is, it shall
commence on January 1, and shall end December 31.
1.7 partnership Books and Records:
Books and records
of the partnership shall be kept at the business office of
the partnership and shall, at all time, be open to the
inspection of any Partner. Every Partner shall cause to be
entered upon said books, a true and just account of all his
dealings, receipts and expenditures for and on behalf of
said partnership.
1.8 Accountinq: Regular and accurate accounting shall
be made of the partnership business.
A true statement of
condition and result of operation shall be prepared by the
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partnership's accountant, as soon as possible after the end
of the fiscal year, and will be made available to all
Partners. Financial statements shall be prepared other than
the end of the fiscal year, if decided upon by all of the
Partners.
1.9 Salaries:
Neither Partner shall receive any
salary for service rendered to the partnership.
Partner may, from time to time, withdraw the credit balance
Each
in his income account.
No interest shall be paid on the
1.10 Interest:
initial contributions to the capital of the partnership or
on any subsequent contributions of capital.
1.11 Authoritv of Partners:
Subject to the provisions
of Article II below, no Partner shall compromise or release
debts except upon full payment thereof, engage in any
unusual transactions, make any contracts for the partnership
account, use the partnership's name, credit or property for
other than partnership purposes, sign or endorse negotiable
papers in the partnership name, buy property in the
partnership name, sell partnership property, sign options,
deeds, mortgages and/or notes, or otherwise engage in any
activity by which the interests of the partnership shall be
impaired or prejudiced.
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1.12 Execution of Documents:
All deeds, mortgages,
notes, option leases or other conveyances must be signed by
all Partners.
only one Partner need sign any business
property lease on behalf of the partnership.
1. 13 Title to Partnership Real and Personal Propertv:
Title to all property owned by the partnership, both real
and personal,
shall be in the name of Dorsey/Maxton
Associates.
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ARTICLE II
Operation of Partnership Business
2.1 Vote:
Each Partner shall have the right to one
(1) vote.
Any action taken under this Partnership
Agreement, any action relating to the operation of the
partnership business, any changes or amendments of any terms
or conditions of this Partnership Agreement or any purchase
or sale of partnership property shall require an affirmative
vote of all Partners.
Once made, no Partner shall do any
act contrary to a decision made in accordance with this
paragraph.
2.2 Limited Authori tv of Partner:
Any Partner, on
behalf of the partnership, may purchase supplies, and all
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other items necessary to conduct the partnership business
and enter into contracts on behalf of the partnership,
subject to the limitation that he cannot, without prior
consent of the other Partners, do so for an amount in excess
of Two Hundred and 00/100 Dollars ($200.00)
2.3 Indemni tv of Partnership:
The partnership shall
indemnify any of the Partners or he was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
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criminal , administrative or investigative, as a result of
his being a Partner in the partnership against expenses,
judgment, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
sui t or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the partnership, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful;
except that no
indemnification shall be made in respect to any claim, issue
or matter as to which such person shall have been adjudged
to be liable for gross neglect or willful misconduct in the
performance of his duty to the partnership. otherwise, the
termination of any action, suit or proceeding by jUdgment,
order, settlement, conviction, or upon a plea of nolo
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contendere or its equivalent, shall not, of itself, create a
presumption that the Partner did not act in good faith and
in a manner which he reasonably believed to be in or not
opposed to the best interests of the partnership, and with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful. Expenses
incurred in defending a civil or criminal action, suit or
proceeding, may be paid by the partnership in advance of the
final disposition of such action, suit or proceeding, upon
receipt of any undertaking by or on behalf of the Partner to
repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the partnership as
authorized in this Article.
ARTICLE III
Profits and/or Losses. withdraws and Contribution
To Capital
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3.1 Capital contribution: The original capital of the
partnership shall consist of One Hundred Forty Thousand.
Dollars ($140,000.00) contributed in equal parts by the
Partners, reflective of the fifty (50%) investment of each.
3.2 Future Capital Contributions:
If at any time or
times hereafter, the Partners should determine that further
capital is required in the interest of the partnership and
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that the capital of the partnership should be increased, the
additional capital shall be contributed by the Partners in
their respective percentages set forth, fifty percent (50%)
each.
No interest shall be paid on the initial or on any
subsequent contributions to the capital of the partnership.
3.3 Profits and Losses:
Each Partner shares
partnership profits and/or losses including, but not limited
to, the profit and/or loss arising in the sale of
partnership property shall be as follows:
Gary Dorsey and Jean Dorsey 50%
Glenda Maxton 50%
3.3.a.
Gary Dorsey and Jean Dorsey shall own, their
fifty percent (50%) of the partnership as tenants by the
entireties.
3.4 Reallocation of Retirinq Partners' Interest: Upon
the retirement or death of a Partner, the percentage
interest of the retiring or deceased Partner as concerns in
partnership profits or losses shall be reallocated among the
remaining Partners in the same proportion that each of the
remaining Partners' percentage points bears to the total
percentage points of all the remaining Partners.
3.5 Draws:
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the percentage of capital contribution of the individual
Partner.
Under no circumstance shall a Partner be entitled
to withdraw of other than that withdraw specified herein.
3.6 Loans In Lieu of contribution to capital:
Notwithstanding the provisions of Article III, Paragraph
3.2 above, to the contrary, and any Partner, with the
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consent of the others, may loan funds to the partnership in
lieu of making capital contributions thereto.
In this
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event, the following will apply: The Partners shall, by
mutual consent, decide upon the amount of said loan,
interest to be paid, if any, and the terms of repayment.
Once decided, the terms and conditions of said loan shall be
incorporated into a Promissory Note, personally executed by
all Partners and delivered to the lending Partner.
3.7 Remaininq Credit:
Any credit remaining on the
individual income accounts at the end of each calendar year
shall not be transferred to the individual capital accounts
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individual income accounts of the Partners.
3.8 Administration of the Partnership:
Bank Accounts:
The partnership shall maintain a
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bank account or bank accounts in such bank or banks as may
be determined by the Partners; checks shall be drawn on the
partnership bank account and deposits and withdraws in any
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partnership savings account for partnership purposes upon
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the signature of Glenda Maxton and Jean Dorsey.
A separate capital
account
3.9 Capital Accounts:
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shall be maintained for each Partner. Neither Partner shall
withdraw any part of his capital account.
If the capital
account of a Partner becomes impaired, his share of
subsequent partnership profits shall be first credited to
his capital account until that account has been restored,
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before such profits are credited to his income account.
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3.10 Income Accounts:
A separate income account shall
be maintained for each Partner. The net profits and losses
of the partnership shall be divided and borne equally
between the Partners.
Partnership profits and losses shall
be charged or credited to the separate income account of
each Partner. If a Partner has no credit balance in his
income account, losses shall be charged to his capital
account.
3.11 Passive Losses/Passive Gains:
Passive losses and
passive gains shall be charged equally to the Partners I
capital accounts.
3.12 Gross Rental Account:
A portion of the gross
rental property income equal to the monthly mortgage
payment, taxes, water, sewer, electric, trash collection,
maintenance and any other period expenses will be deposited
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in an account at a bank agreed to by the Partners, under the
name of Dorsey/Maxton Associates and checks for said
expenses will be signed by Glenda Maxton and Jean Dorsey.
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3.13 Manaqement:
The management and conduct of the
business shall be vested in all Partners equally. All
decisions effecting the policy and management of the
partnership, including the drawing accounts and compensation
of Partnership, and the control, employment, compensation
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and discharge of employees shall be made on behalf of the
partnership by the Partners.
Except as provided in
Paragraph 3.8, no Partner, shall, on behalf of the
partnership, borrow or lend money or make delivery, accept
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or endorse any commercial paper, or execute any mortgage
security agreement, bond or lease or purchase or contract to
purchase any property for the partnership, or sell or
contract to sell any property of the partnership, without
the consent of the Partners.
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3.14 Termination of Partnership:
The partnership may
be dissolved at any time by agreement of the Partners, in
which event, the Partners shall proceed with reasonable
promptness to sell the real and personal property owned by
the partnership and to liquidate its business. The
partnership shall be dissolved also by the sale of all real
property owned by it.
Upon dissolution, the assets of the
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partnership business shall be used and distributed in the
following order: (a) to payor provide for the payment of
all partnership liabilities and liquidating expenses and
obligations; (b) to equalize the Partners' income accounts;
(c) to discharge the balance of the Partners' income
accounts; (d) to equalize the Partners' capital accounts;
and (e) to discharge the balance of the Partners' capital
accounts.
3.15 Retirement/Withdraw:
Notice,
(a)
Purchase
option.
No Partner may retire or withdraw from the
partnership or sell an interest in his share of the
partnership for a period of five (5) years from the date of
this Agreement unless all the Partners agree in writing.
After five (5) years from the date of this Agreement, any
Partner shall have the right to retire or withdraw from the
partnership at the end of any fiscal year.
Written notice
of intention to retire or withdraw shall be served upon the
other Partners at the office of the partnership at least
three (3) months before the end of the fiscal. year. The
retirement or withdrawal of any Partner shall have no effect
upon the continuance of the partnership business. The
remaining Partners shall have the right of first refusal
ei ther to purchase the retiring or withdrawing Partner I s
interest in the partnership; approve a third party buyer who
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shall be identified by the retiring or withdrawing Partner
in writing including the name of the person to whom he
intends to sell, transfer or dispose of his interest, and
the price and terms of the sale; or if no third party buyer
is suitable and approved by the remaining Partners to
terminate and liquidate the partnership business.
If the
remaining Partners elect to purchase the interest of the
retiring Partner, they shall serve notice in writing of such
election upon the retiring Partner at the office of the
partnership within two (2) months after receipt of his
notice of intention to retire.
In the event the remaining
Partners elect to purchase the Partners' interest, the value
of the withdrawing Partner's interest shall be ascertained
in accordance with the provisions of Paragraph 3.1.
3.16 Appraisal of certain Partnership Properties: All
partnership assets shall be valued at book value as
determined by the accountant regularly employed by the
partnership, except that the appraised value of machinery,
equipment and real property shall be substituted for book
value.
The difference between the total appraised value of
machinery and real property and its total depreciated book
value shall increase or decrease the Partner's capital
accounts in the proportions of their interests in profits
or losses of the partnership specified in Article III. The
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appraised value of partnership real estate shall be
determined as of the date of retirement, withdraw or death
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of the Partner, and shall be made by an appraisers elected
by agreement between the continuing Partners and the
withdrawing Partner or the personal representative of the
deceased Partner.
No value shall be attributed to
partnership good will in the appraisal made under this sub-
section.
3.17 Liquidation:
If the remaining Partners do not
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wi thdrawing Partner, or no sui table buyer is found, the
Partners shall proceed with reasonable promptness to sell
the real and personal property owned by the partnership and
to liquidate its business. The procedure as to liquidation
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and distribution of the assets of the partnership business
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shall be the same as stated in section 3.14 with reference
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to voluntary termination.
3.18 Sale of Partnership Interest: No Partner may sell
or transfer all or any part of his interest in the
partnership for a period of five (5) years from the date of
this Agreement, unless all parties agree in writing. If, in
the event a Partner wishes to withdraw or retire, the
remaining Partners shall have the right of first refusal.
Thereafter, no Partner shall sell, transfer or otherwise
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dispose of all or any part of his partnership interest
without first obtaining written approval of the remaining
Partners, including the name of the person to whom he
intends to sell, transfer, or dispose of his interest, and
the prices and terms of any proposed sale.
If no suitable
buyer is found, then the partnership shall proceed under
Section 3.19.
3.19 Death:
(a) Purchase Option.
Upon the death of
either Partner, the surviving Partner shall have the right
to either purchase the interest of the decedent in the
partnership or to terminate and liquidate the partnership
business.
If the surviving Partner elects to purchase the
decedent I S interest, he shall serve notice in writing of
such election, within three (3) months after the death of
the decedent, upon the decedent's executor or administrator,
or, if at the time of such election, no legal representative
has been appointed, upon anyone of the decedent's known
legal heirs at such heir's last known address.
(b) In the event that the surviving Partners elect
to purchase the deceased Partner's interest, the estate of
the deceased Partner,
or thereafter the beneficiaries
thereof, shall submit to the surviving Partners an offer to
sell the deceased Partner's partnership interest, upon such
terms and conditions as are acceptable to the estate or the
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beneficiaries.
If the surviving Partners elect not to
purchase the tendered partnership interest upon the terms
and conditions submitted, or if negotiated terms and
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conditions of sale are not agreed to within sixty (60) days
from the tender to the surviving Partners, then the deceased
Partner's interest in all the partnership's assets shall be
valued by a mutually acceptable appraiser.
In the absence
of agreement, the deceased Partner's estate and the
surviving Partners shall each select an appraiser, and the
two appraisers so selected shall appoint a third appraiser.
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The appraisers so selected shall agree upon the fair market
value of all partnership assets.
Thereafter, the value of
all partnership liabilities applicable to the partnership
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assets to reach a "net value" for the entire partnership.
The decision of the appraiser or appraisers, as the case may
be, as to the value of the assets of the partnership shall
be conclusive and binding upon all interested parties. The
expense of any appraisal conducted hereunder shall be borne
by the partnership.
(c) For purposes of determining the applicable
partnership liabilities, the latest financial statement for
the partnership, adjusted by transactions occurring since
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the date of such partnership financial statement, shall be
binding upon all interested parties.
(d) If a partnership interest is purchased
pursuant to the provisions of this paragraph 3.19, the
surviving Partners or Partner acquiring the partnership
interest shall, at the election of the surviving Partners,
make payment for the partnership interest either in cash
within thirty (30) days of a determination of the value of
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the partnership interest, or, in four (4) equal annual
installments, the first such installment to be paid within
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thirty (30) days from a final determination of the value of
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the partnership and the remaining installments to be paid
each succeeding year on the anniversary date of payment of
the first installment.
If the four year pay-out method is
elected, the surviving Partner shall pay interest at the
rate of the national prime rate of ten percent (10%) on the
total balance, minus two percent (2%) or eight percent (8%)
on the unpaid principal balance remaining during the
applicable year, said interest to commence with payment of
the first installment.
3.20 Liquidation:
If the surviving Partner does not
elect to purchase the decedent's interest in the
partnership, he shall proceed with reasonable promptness to
sell the real and personal property owned by the partnership
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and to liquidate its business. The surviving Partner and
the estate of the deceased Partner shall share equally in
the profits and losses of the business during the period of
liquidation, except that the decedent's estate shall not be
liable for losses in excess of the decedent's interest in
the partnership at the time of his death. No compensation
shall be paid to the surviving Partner for his services in
liquidation. Except as otherwise stated in this Agreement,
the procedure for liquidation and distribution of the assets
of the partnership shall be the same as stated in Section
3.14 with reference to voluntary termination.
. The Partners, for themselves, their heirs, personal
representati ves, successors and assigns, hereby agree that
the method of valuing the partnership assets herein provided
shall be the sole, exclusive and binding method upon all
parties and partnership interest, and hereby waive the right
to have such asset valuation determined in a court or any
other judicial forum.
3.21 Balance of Individual Income Accounts: The
balance in the individual income accounts of a withdrawing
or deceased Partner is not to be treated as an obligation of
the partnership to the Partner or an obligation of the
Partner to the partnership. Any amount owed, whether to
Partner or to partnership, as reflected in the individual
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income amount of a withdrawing or deceased Partner, shall be
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paid within thirty (30) days after the draw or death of such
Partner.
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3.22 Expeditious Determination of Valuation: The
Partners and their assigns and successors in interest agree
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determining the value of the interest of the withdrawing or
deceased Partner in accordance with the provision of the
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3.23 Income Tax Incidence of Payments:
It is the
intention of the parties that all amounts payable under this
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interest of a deceased Partner shall constitute payment for
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the interest of the Partner and partnership property.
Payment shall be considered a distribution of partnership
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property under 739 (b) of the Internal Revenue Code to the
extent allowable herein.
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3.24 Gains or Losses: Any gain or loss on disposition
of partnership property that is in the process of
liquidation shall be credited or charged to the Partners in
the proportion of their interest in the partnership. Any
property distributed in kind and/or liquidation shall be
valued and treated as though the property was sold and the
cash proceeds were distributed.
The difference between the
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value of property distributed in kind and its book value
shall be treated as a gain or loss on the sale of the
property and shall be credited or charged to the Partners in
the proportions of their interest in profits and losses as
specified above.
3.25 Balance Owed Bv a Partner:
Should any Partner
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have a debt balance in his capital account, whether by
reason of losses in liquidating partnership assets or
otherwise, the debt balance shall represent an obligation
from him to the other Partners, to be paid in cash within
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thirty (30) days after a written demand by the other
Partners.
3.26 Arbitration:
If any controversy or claim arising
out of this Partnership Agreement cannot be settled by the
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this Agreement, the controversy of work claim shall be
settled by arbitration in accordance with the Rules of the
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Then, in effect, and
judgment on the award may be entered in any Court having
jurisdiction.
3.27 Assiqnment:
This assignment and the rights,
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duties and obligations provided hereunder are personal to
the parties hereto and no party may assign or delegate any
of the rights, duties and obligations hereunder.
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3.28 Survival:
Notwithstanding termination of the
partnership hereunder, this Agreement shall survive for the
purpose of enforcing the duties and obligations of the
respective parties subsequent to said termination.
3.29 Notices:
Any and all notices or other
communications provided for herein shall be given in writing
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by registered or certified mail, return receipt requested,
which shall be addressed to a Partner's last and usual place
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of residence.
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3.30 Amendments:
Amendments to the within Partnership
Agreement shall only be made in writing by agreement of all
the parties hereto.
3.31 Waiver of Breach: The waiver of any Partner of a
breach of any of the terms or provisions of this Agreement
at any time or times shall not be deemed or construed to
constitute a waiver of any subsequent breach or breaches by
the Partner of the same or any of the other terms or
provisions of this Agreement at any subsequent time or
times.
3.32 Invalid
provision:
invalidity
The
or
unenforceability of any particular provision of this
Agreement shall not effect the other provisions hereof, and
this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
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3.33 Bindinq Effect:
This Agreement shall be binding
upon and shall enure to the benefit of the Partners and
their separate respective heirs, personal representatives
and assigns.
3 .34 Further Acts and Documents:
The parties hereto
covenant and agree that they will execute any further
instruments and that they will perform any acts which are or
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may become necessary to effectuate and to carryon the
partnership created by this Agreement.
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3.35 Entire Aqreement:
This Agreement constitutes the
entire understanding and agreement between the parties with
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regard to the subject matter hereof and supercedes any and
all other agreements with regard thereto.
This Agreement
may be amended at any time prior to the death of a Partner
by a written agreement executed by the parties hereto.
Modification or amendment of this Agreement shall be invalid
unless the same be in writing and signed by the parties
hereto.
3.36 Governinq Law:
This Agreement shall be construed
according to the laws of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereby have hereunto
set their hands and seals the day and year first above
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GLENDA MAXTON
23
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MICHAEL S. TRAVIS'
ATTORNEY AT LAW~"
4076 MARKET STRrET, SUITE 209
CAMP HilL, PA 17011
TELEPHONE (717) 731-9502
FAX (717) 731-9511
July 28, 2000
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, PA 17011
Re: PNC Bank v. DorseylMaxton, et al.
Dear Craig:
Enclosed please fInd a schedule of distribution related to the proceeds of the Sheriff's
Sale conducted on December 8,1999. The schedule of distribution accounts for funds received
from the Sheriff less monies owed to Delmis and Jean Dorsey. A check for the balance of
proceeds to Glenda Maxton is enclosed in the amount of $366.46, It was not possible to issue a
schedule of distribution while the petition to set aside the sale was pending.
As the payment of these funds satisfIes the partnership claim for rents, suits No. 99-4983
and 4984 and Mr. Dorsey's suit against the palinership for services, captioned No, 99-3179, I
propose that those claims together with the Maxton counterclaim be withdrawn by stipulation
satisfying all pending suits. This, hOw"eVtf, would not be a waiver ofIents owed by New Insights
mc" or Glenda Maxton since the purchase of the propelty on December 8, 1999, Please advise if
this is agreeable,
VelY truly yours,
MST/dt
Encl,: Distribution Schedule, proceeds check
pc: Dennis and Jean Dorsey
EXHIBIT "B"
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SHERIFF'S RETURN - REGULAR [7'
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CASE NO: 2000-05618 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
MAXTON GLENDA K
VS
DORSEY JEAN 0 ET AL
WILLIAM DIEHL
, Sheriff or Deputy Sheriff of
Cumberland County, Pensylvania, who being duly sworn according to law,
says, the within COMPLAINT - EQUITY
was served upon
DORSEY DENNIS G
the
DEFENDANT
, at 0019:36 HOURS, on the 16th day of August
, 2000
at 322 WEST GREEN ST
SHIREMANSTOWN, PA 17011
by handing to
JEAN O. DORSEY (WIFE)
a true and attested copy of COMPLAINT - EQUITY
together with.
NOTICE
and at the same time directing Her attention to the contents thereof.
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
6.00
.00
.00
10.00
.00
16.00
So ;::~~~~~~
R. Thomas Kline
08/17/2000
CRAIG I. DIEHL
Sworn and Subscribed to before
By:
\
Deputy S
f
me this 7 't;; day of
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DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SHIREMANSTOWN, PA.17011
PHONE 717-761-3434
January 25, 2000
DISTRIBUTION OF FUNDS
CHECKBOOK BALANCE AS OF 1/26/2000"""."",,,,,,,,.,,,,,...,,.,,,,.,,.,...,,$3691.84
1/26/00 DEPOSIL,PROCEEDS FROM SHERRIF'S SALE......"......."......,,,$90,913,08
TOTAL CHECK BOOK BALANCE AFTER DEPOSIT...,,,,,,.,,,,,,,.,,, ,,,,,,,,,.$94,604,92
CHECK #944 TO GLENDAK. MAXTON DATED 1/26/00,,,,,,...................,,$366.46
CHECK #945 TO DENNIS & JEAN DORSEY DATED 1/26/00...... ,........,.... ,$94,238.46
CHECKBOOK BALANCE AS OF 1/26/00........,..,..,..,....,..,......,..,,,,..........$.00
BREAKDOWN
GLENDA K. MAXTON
DENNIS & JEAN DORSEY
$47,302.46
$38,612,00-
$4,000.00-
$1,000,00-
$3324,00-
Yo EA. OF $94,604,92
Total Rents Due $77,224,
Personal Loan to Glenda
Total Loan Due from Glenda $2000,00
Glenda's Lein 98-6834 Paid Off
$47,302.46
$38,612,00+
$4,000,00+
$1,000.00+
$3,324,00+
$366.46 Ck #944 Paid to Glenda K. Maxton
$94,238.46 Ck#945 to
Dennis & Jean Dorsey
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SHERIFF'S RETURN - REGULAR
...
.
CASE NO: 2000-05618 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
MAXTON GLENDA K
VS
DORSEY JEAN 0 ET AL
WILLIAM DIEHL
, Sheriff or Deputy Sheriff of
Cumberland County, Pensylvania, who being duly sworn according to law,
says, the within COMPLAINT - EQUITY
was served upon
DORSEY JEAN 0
the
DEFENDANT
, at 0019:36 HOURS, on the 16th day of August
, 2000
at 322 WEST GREEN ST
SHIREMANSTOWN, PA 17011-6521
by handing to
JEAN O. DORSEY
a true and attested copy of COMPLAINT - EQUITY
together with
NOTICE
and at the same time directing Her attention to the contents thereof.
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
18.00
8.06
.00
10.00
.00
36.06
;::~~~~~t
R. Thomas Kline
So
08/17/2000
CRAIG I. DIEHL
Sworn and Subscribed to before
By:
JdJl wi
Deputy .
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PRAECIPE FOR LISTING CASE FOR ARGUMENT
(Must be typewritten and subnitted in duplicate)
TO THE PROTHONOTARY OF CUMBERLAND COUNTY:
Please list the within matter for the next ArgUnent Court.
---------------------------------------------------------------------------------------
CAPTION OF CASE
(entire caption inust be stated in :t;ull)
" Glenda K. Maxton,
Plaintiff
No. 00-5618 IN EQUITY
(Plaintiff)
vs.
Jean O. Dorsey and
Dennis G. Dorsey,
Defendants.
CIVIL ACTION - EQUITY
(Defendant)
No. 5618
es.~x Equity
~ 2000
1. State matter to be argued (i.e.. plaintiff's lIDtion for new trial. defendant's
demu=er to c:arplaint. etc,):
Preliminary Objections of Defendants to Plaintiff's Complaint.
2. Identify counsel who will argue case:
(a) for plaintiff: Craig A. Diehl, Esquire
~: 3464 Trindle Raod, Camp Hill, PA 17011
(h)
for defendant:
~s:
Michael S. Travis, Esquire
4076 Market street, Suite 209
Camp Hill, PA 17011
3. I will notify all parties in writing within two days that this case has
been listed for argunent.
4. ArgI.Inent Court Date:
Dece,mper 6, 2000
,
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Dated:
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GLENDA K. MAXTON,
PLAINTIFF
V.
JEAN O. DORSEY AND
DENNIS G. DORSEY,
DEFENDANTS
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: 00-5618 EQUITY TERM
IN RE: PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT
BEFORE BAYLEY. J. AND HESS. J,
ORDER OF COURT
~ day of December, 2000, IT IS ORDERED that
AND NOW, this
defendants' preliminary objections to plaintiff's complaint, ARE DISMISSED,
Craig A. Diehl, Esquire
For Plaintiff
Michael S. Travis, Esquire
For Defendants
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
.
: NO, 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants.
.
: CIVIL ACTION - EQUITY
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 Complaint and Notice
are served, by entering a written appearance personally or by attorney and filing in writing with
the court your defense 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 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 TillS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE
THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL
HELP.
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants.
.
: CML ACTION - EQUITY
ANSWER TO COMPLAINT,
NEW MATTER AND COUNTERCLAIM
I - 2. Admitted.
3. Denied. Defendants aver that the partnership is dissolved. Plaintiff's Exhibit A
speaks for itself.
ANSWER TO
COUNT I - DISSOLUTION OF PARTNERSHIP
4. Defendants incorporate the answers to Paragraphs I through 3 as though set forth
in full.
5. Denied. After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the plaintiff's complaint
Maxton wants to remove herself from the partnership. Denied that the Partnership Agreement
sets forth no specific term. By way of further answer, paragraph 3 .14 ~tates that the partnership
shall be dissolved by the sale of all real property owned by it, which has occurred.
6. Admitted in part, Denied in part. Admitted that the partnership is dissolved by
sale of the partnership property. Denied that the partnership is dissolved by Maxton's express
will not to remain as a partner,
7. Denied. As previously stated, the partnership has been dissolved by the sale of the
partnership real estate. As to the allegations enumerated in Count ill, they are denied generally
and as a conclusion oflaw. To the extent that they are not conclusions oflaw, the allegations are
denied specifically as answered below.
1
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WHEREFORE, Defendants Dennis and Jean Dorsey, request this Honorable Court
confirm that the partnership was dissolved on sale of the partnership property by Sheriff's Sale.
ANSWER TO
COUNTll-ACCOUNTfflG
8. Defendants incorporate the answers of Paragraphs 1 through 7 for the
reasons indicated above.
9 A.) Denied generally and as a conclusion oflaw, It is denied that Maxton was
excluded from Partnership business and possession of partnership property by the Dorseys. Strict
proof is demanded at trial, if relevant. The averment that Maxton is entitled to an accounting, is
denied as a conclusion oflaw.
9 B.) Admitted in part, Denied in part. An accounting of all partnership transactions is
provided for by the partnership agreement. By way of further answer, a true accounting has been
provided to the Maxtons at all times relevant hereto. Denied the conclusion that Maxton is
entitled to an accounting because an accounting, as one has already been provided.
9 C.) Denied. Denied that testimony revealed at a prior trial that the Dorseys breached
their fiduciary duty to Maxton by paying personal debts and unauthorized expenditures with
partnership funds. Strict proof is demanded at trial.
10. Denied that Maxton is entitled to a formal accounting under 15 Pa.C.SA 98334
and 98335, generally and as a conclusion oflaw. The Partnership Agreement provides that an
accounting shall be made by the partnership's accountant, and be made available to all partners,
which has already taken place. Additional financial statements are available only if decided upon
by allpartners, pursuant to paragraph 1.8 of the agreement. The remaining averments of
paragraph 10 are denied as conclusions oflaw. To the extent that they are not conclusions of
law, Maxton has never been excluded from partnership business and is therefore not entitled to
an accounting under 15 Pa.C.S.A. 98334-5. Additionally, Maxton has always had full access to
all partnership records.
2
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WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court confirm that a true and accurate accounting of partnership affairs has already
taken place and that an accounting is not warranted under the circumstances as provided by the
Partnership Agreement.
ANSWER TO
COUNT ill - BREACH OF PARTNERSHIP AGREEMENT
11. Defendants incorporate the answers of Paragraphs I through 10 for the
reasons indicated above.
12. Admitted in part, denied in part. Admitted that a fiduciary relationship existed
between the parties. Denied the implication that the Dorseys were not pursuing a common goal
without self-dealing.
13. Denied that the borseys breached their fiduciary duties and intentionally and
willfully breached the Partnership Agreement in the following ways:
A.) Denied. After a reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the corresponding
paragraph of Plaintiff's Complaint and they deny the same. Strict proof is demanded at trial, if
relevant.
B.) Denied. It is specifically denied that the Dorseys failed to provide a true and
accurate accounting of all business transactions to Maxton. By way of further answer,
Defendants always provided complete details records of all transactions of the partnership, up
until the date of Sheriff's Sale on December 8, 1999. Accountant provided statements of the
Partnership were also provided pursuant to Paragraph 1.8 of the Partnership Agreement.
Following the sale the Dorseys provided a complete and accurate accounting of all transactions to
the very last payment out of the account.
C.) Denied. It is specifically denied that the Dorseys failed to allow Maxton to
conduct an inspection of the books and records of the partnership upon request, for the reasons
stated in Paragraph 13 B. By way of further answer, a copy of correspondence to Maxton's
3
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attorney providing record information is attached hereto as Exhibit A. By way of further answer,
Maxton was frequently asked to attend partnership meetings which she declined to do as she was
too busy with New Insights work for her husband.
D.) Denied. It is specifically denied that Defendants misappropriated partnership
funds by paying personal bills. Strict proof is demanded at trial.
E.) Denied. It is specifically denied that Defendants exceeded the Partnership
Agreement by making expenditures without the consent of Maxton and incurring and paying
debts that exceeded $200.00 as set forth in the agreement. By way of further answer, Maxton
abandoned and abdicated her role in bill payment in certain instances, forcing the Dorseys to
make payment of expenditures exceeding $200.00 in order to preserve partnership assets for the
benefit of all partners. By way of further answer, Defendant Jean Dorsey was charged with the
task of paying the partnership bills, had she not done so, Maxton could accuse Jean Dorsey of not
fulfilling her duties as a partner.
F.) Denied. After a reasonable investigation, answering Defendants are
without sufficient knowledge or information to admit or deny the allegations of the
corresponding paragraph of Plaintiff' s Complaint and they deny the same. Strict proof is
demanded at trial if relevant.
G. Denied. After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the corresponding
paragraph of Plaintiff's Complaint and they deny the same. Strict proof is demanded at trial, if
relevant.
H. Denied. It is specifically denied that the Dorsey's failed to act as fiduciary
and trustee for the profits derived without the consent of Maxton from the proceeds of Sheriff's
Sale. By way of further answer, a schedule of distribution was provided to Maxton as provided
by the Partnership Agreement under Paragraph 13.14, subsequent to the sale of real estate, first to
a) pay all partnership liabilities and expenses and obligations, b) to equalize the partner's income
accounts, c) to discharge the balance of the partner's income accounts, d)equalize the Partner's
capital accounts and e) discharge the balance of the partner's capital accounts. A copy of the
4
letter confirming that this took place together with counsel's transmittal letter dated July 28,
2000 is attached to Plaintiff's Complaint as Exhibit B.
L Denied. After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the corresponding
paragraph of Plaintiff's Complaint and they deny the same. Strict proof is demanded at trial, if
relevant.
14. Denied. The Dorseys did not cause economic damage to Maxton, the Dorseys
were not aware that a bank approved finance could be executed by the mortgage holder. Denied
that the value of the property was $332,000.00, the property sold at Sheriff's Sale for
$211,000.00 on December 8,1999. Denied that the mortgage balance was $115,000.00, the time
frame ofthe alleged mortgage balance is not specified in plaintiff's complaint.
15. It is specifically denied that the Dorseys refused to refinance the property for the
reasons stated in Paragraph 14. It is specifically denied that the Dorseys created a financial
hostage situation. By way of further answer, it was Maxton who held the Dorseys financially
hostage by failing to payor force payment of rents for space occupied in the partnership building
by Maxton's husband. The failure to collect these rents created the situation where the
partnership could not pay its bills and led to foreclosure.
16. Denied. Proceeds were not taken from the Sheriff's Sale in favor of the Dorseys
in a self dealing manner. Following the sale of the partnership property, a schedule of
distribution was issued pursuant to the Partnership Agreement. The fact that the Dorseys
received a greater share of monies from the sale is only indicative that Maxton's share was
reduced to reflect monies owed to the Dorseys on Maxton's promise to pay the rents owed by her
husband's failing business.
17. Denied generally and as a conclusion of law. To the extent that the averment is
factual, it is denied for the reasons stated in paragraph 16. The remaining averments of the
corresponding paragraph of the complaint are denied as conclusions of law. By way of further
answer, if there was any bad faith, it was on the part of Maxton for creating a financial crisis
in the partnership by permitting her husband to remain in the building without payment of
5
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rents to the detriment of all partners, ultimately leading to Sheriffs Sale of the only asset of
the partnership.
18. Denied that the deduction of rents as stated in Exhibit B, is unconscionable or
improper, Maxton repeatedly pledged any equity she had in the building as collateral for
forbearance on eviction of her husband from the building. By way of further answer, Maxton
fought against her husband's business being evicted for non-payment of rent and frequently
promised that she and her husband would fmd a suitable buyer for the building with sufficient
profits on sale to satisfactorily buyout the Dorsey interest. This buyer was never located causing
the crisis in the partnership. Further, the distribution referred to in Exhibit B of Plaintiff's
Complaint is issued pursuant to the Partnership Agreement.
19. It is specifically denied that the Dorseys actions were self-dealing either before or
after the Sheriff's Sale, causing incurrence of costs, attorney fees or loss of work to preserve her
equity as discussed in Paragraph 16- 18 above.
WHEREFORE, Defendants Dennis and Jean Dorsey respectfully request that this
Honorable Court dismiss the claim of plaintiff, and award Defendants costs and attorney fees as
the Court may deem proper.
NEW MATTER
20. The DorseylMaxton Partnership rented space in the building at 320 Rear Bridge
Street, New Cumberland, P A, to New Insights, Inc., a corporation owned by the Plaintiff's
husband, John Maxton.
21. The company operated a drug and alcohol rehabilitation business out of the
premises.
22. In addition to space occupied by New Insights, Inc., rented space was utilized for
administrative offices which were occupied by Glenda and John Maxton.
23. When rents were not paid by New Insights, Inc., John Maxton or Glenda Maxton,
on behalf of the partnership, Jean Dorsey instituted suits for payment of those rents, docketed at
99-4983, for units #204, #206 and #208. Suit was also initiated for payment of rents, docketed at
6
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99-4984, for units #96, #98 and #200. Copies of those suits are attached hereto as Exhibits B and
C.
24. The amount of the past due rents at issue prior to Sheriffs Sale was $77,224.00.
25. After funds were received from the Sheriff after the Sheriff s Sale, the amounts
owed the Defendants were deducted from the Sheriff s Distribution as indicated at Exhibit B of
Plaintiffs Complaint.
26. Since the Sheriffs Sale on December 8,1999, Plaintiff did continue to occupy
space in the building without payment of rents. A demand for the post sheriff s sale rents was
made on July 19, 2000, a copy of counsel's transmittal letter is attached hereto as Exhibit D.
27. Glenda Maxton filed a Petition to Set Aside the Sheriffs Sale on December 17,
1999.
28, After a hearing on the matter, the Honorable Wesley J. Oler denied the Petition to
Set Aside the Sheriff s Sale.
29. Rents owing since the Sheriff s Sale date through the time when the Plaintiff and
New Insight moved from the building are $17,970.00, which has not been paid by the Plaintiff or
New Insights Inc.
30. Those suits should be joined in the interest of judicial economy, as the Court may
find that the partnership has not been dissolved under Plaintiffs Complaint and would be
appropriately set off against Plaintiffs claims.
31. In the event that the Court does not hear those claims at the same time, it is
believed and therefore averred, that, Plaintiff could receive a judgment. Defendants would be
forced to proceed against New Insights Inc., for rents it owed on the suits discussed at Paragraph
23. New Insights Inc. would file bankruptcy, as it has previously threatened, forever depriving
defendants of recovery of properly owed rents.
32. Payment of the outstanding rents owed by New Insights, mc. led to the impasse in
the partnership and the inability of the partnership to pay its mortgage, causing the Sheriff s Sale
and dissolution.
33. It was the self-dealing and failure to be faithful to the partnership by Glenda
7
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Maxton in allowing her husband's business to remain in the building without payment of rent
which caused harm and ultimate dissolution by Sheriff's Sale.
34. In spite of Glenda Maxton's actions, the Defendants always acted in good faith in
attempting to resolve the partnership disputes.
35. Defendants never denied a request to review any partnership documents made by
the Plaintiff.
36. From the beginning of the partnership, Defendant Jean Dorsey acted as managing
partner because it was job to keep the books in the partnership.
37. John Maxton, at a prior trial indicated that other than the impasse over rents, that
the Defendants were good partners, and that he wanted to form another partnership with them.
38. Defendants intend to add New Insights, Inc., as an indispensable party to the
action under Rule 2252 as it may be solelr liable for Plaintiff's cause of action, for failure to pay
the rents, by virtue of the relationship of John Maxton, husband, to the plaintiff, Glenda Maxton.
39. The Plaintiff has failed to state a claim for which relief may be granted.
WHEREFORE, Defendants respect judgment be granted in their favor, together with
interest, costs and attorney fees as the Court may allow.
COUNTERCLAIM
Jean O. Dorsey and Dennis G. Dorsey y. Glenda K. Maxton
40. Deunis and Jean Dorsey are individuals, having purchased the real estate
located at 320 R. Bridge Street, New Cumberland, PA 17070, at Sheriff's Sale on December 8,
1999.
41. Plaintiff Glenda Maxton, and former partner in DorseylMaxton Associates,
occupied space in the building at 320 R. Bridge Street following the Sheriff's Sale on December
8, 1999 and refused to vacate the building following the sale or to pay rents.
42. New Insights, Inc., occupied space in the building at 320 R. Bridge Street,
foIlowing Sheriff's Sale on December 8, 1999 and refused to vacate the building following sale
or to pay rents.
43. The Defendants as partners in DorseylMaxton Associates, together with Glenda
Maxton, leased premises to the New Insights, Inc. who occupied units for patient treatment and
8
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administrative offices beginning on or about November of 1991. The rents have been paid until
November 1995, As stated in Complaints 99-4983 and 99-4984, after April 1995 New msights
did not pay all rents due and owing.
44. The premises of this complaint are units #96, #98, #200, #204, #206 and #208 at
320 Bridge Street, Rear, New Cumberland, P A 17070,
45. Since 1995, when rents were not being paid by New msights, me., Plaintiff,
Glenda Maxton stated that she would guarantee payment of those rents in exchange for
forbearance on the part of Jean and Dennis Dorsey her co-partners so that they would not evict
her husband and his business from the building.
46. Defendants did give that forbearance until 1999 when it became apparent that
John Maxton and New msights, me. were not going to pay their rents which were substantially
mounting.
47. Between 1995 and 1999, Glenda Maxton repeatedly guaranteed payment of the
rents due by New msights, me. from her share of partnership equity.
Count I
Contractual Indemnification
. 48. The averments of Paragraph 1 - 47 of the Answer, New Matter and Counterclaim
are incorporated herein by reference thereto.
49. Glenda Maxton promised, guaranteed and agreed to indemnify payment of the
rents due from her equity in the partnership, for any rents not paid by her husband's business,
New msights, me., the same amounts for which she now sues.
50. Rents have incurred since the Sheriff's Sale but prior to the Court issuing an order
to set aside the Sheriff's Sale for additional rents in the amount of $17,970.00.
51. After demand, Plaintiff, Glenda Maxton has failed to pay these amounts due.
WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court grant judgment in their favor against the Plaintiff, Glenda Maxton. Should it be
determined that Plaintiff is entitled to recovery, Plaintiff's claims should be offset by the rents
owed prior to Sheriff's Sale together with costs and attorneys fees as the Court may deem proper.
9
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Defendants also request that this Honorable Court grant judgment in their favor and Order
Glenda Maxton to pay the additional rents owed since Sheriff's Sale, in the amount of $17,970
through July of2000, by virtue of her promise to indemnify the Defendants together with interest
costs and attorneys fees as the Court may deem proper.
Count II
Alternative Count Quantum Meruit
52. The averments of Paragraph 1 through 51 of the Answer, New Matter and
Counterclaim are incorporated by reference.
53. In the event that it is determined that no agreement existed in fact or law between
Plaintiff and Defendants to indemnify payment of rents for leased space, or that Glenda Maxton
herself did agree to pay for space occupied by herself and alleged in defendants counterclaim, the
Defendants allege the following.
54. Following the Sheriff's Sale until July of 2000, Glenda Maxton occupied space in
multiple units of the building at 320 R. Bridge Street, New Cumberland, PA refusing to vacate
the premises and refusing to pay rents which Defendants demanded as landlords.
55. By occupying these spaces, Defendants were unable to rent those spaces in the
ordinary course of their business.
56. The total market value of the space occupied without payment of rents is
$17,970.00
57. Plaintiff Glenda Maxton has refused to pay Defendants the amounts owed,
although the same is due, resulting in the Plaintiff becoming unjustly enriched at the Defendants'
expense.
58. Plaintiff Glenda Maxton has also been unjustly enriched personally by receiving
the benefits of rents which her husband's business should have paid to the Partnership.
WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court grant judgment in their favor against the Plaintiff, Glenda Maxton and Order
Glenda Maxton to pay the additional rents owed since Sheriff's Sale, in the amount of $17,970
10
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I
.
through July of 2000, by the doctrine of quantum meruit, plus interest, costs, and attorneys fees
and such other relief as the Court may deem proper.
Should Plaintiff be granted judgment on her Complaint, Defendants request that this
Honorable Court offset that judgment by the amounts Glenda Maxton has been unjustly enriched
by allowing her husband's business to remain the partnership building without payment of rents,
together with interest, costs and attorneys fees as the Court may deem proper.
Respectfully submitted,
Michael S. Travis
ill No. 77399
Attorney for Defendants
4076 Market Street, Suite 209
Camp Hill, PA 17011
(717) 731-9502
11
-,-.
-. -,- -~,
-,' -." ., ..,,-,-,' ," ~-.'" .,"
ROBERT PETER IiLnm
Attorney & Counsellor at Law
331 Bridge Street, Suite 350
Post Office Box 461
New Cumberland, Pennsylvania 17070-0461
(717) 770-2540
fax (717) 770-2553
May 10,1999
~~i~~f/1Q)
Michael S. Travis, Esquire
4076 Market Street, Suite 209
Camp Hill, P A 17011
Re: Dorsey/Maxton Associates
Dear Mike:
In response to your letter of May 6, 1999, my client has never accepted any proceeds from
Gary or Jeannie Dorsey in regard to any alleged personal loan. If your clients have done business
with my client's husband's business venture, then I suppose they do need to address that matter
accordingly. However, please be advised that any attempt by your clients to impose any
individual liability upon my client will be vigorously defended.
In regard to your clients' demand against Dorsey/Maxton Associates for services
provided by Gary Dorsey, I am certain that you have advised your clients that Paragraph 1.9 of
the Partnership Agreement specifically precludes any partner from receiving any salary for
service rendered to the partnership. Therefore, absent the express approval of all of the partners,
your client is precluded from collecting any money for these alleged services rendered.
Thank you for providing me with Transaction Detail for 1997 and 1998. If you could,
please also provide me with the fmancial records of the partnership tor 1999 up to the present.
~)~
ROBERT PETER KLINE, ESQUIRE
RPK/srf
cc: Glenda Maxton
Gregory 1. Katshir, Esquire
James M. Bach, Esquire
EXHIBIT
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MICHAEL S. TRAVIS
ATTORNEY AT LAw
4075 MARKET STREET, SUITE 209
CAMP HILL, PA 17011
TELEPHONE (717) 731-9502
FAX (717) 731-9511
October 19, 1999
Robert p, Kline; Esquire
331 Bri~t:'Street, Suite 350
P.O. Box 461
New Cumberland, PA 17070-0461
.,
RE: Dennis Dorsey v. Dorsey-Maxton Associates, No, 99-3179,
Amended Complaint
Dear Robert:
Enclosed for service please find plaintiff's amended complaint in this matter.
Also enclosed please find a transaction detail for the partnership which you requested on
October 8, 1999. My clients request that you present the following items in possession of
Glenda Maxton:
. Bank records for any escrowed funds received since May I, 1999 by Glenda
Maxton for Apartment Unit No. 102
. Proof of any escrowed funds received from New Insights Inc. for rent arrears,
believed to be approximately $2,700.00/month since the landlord/tenant action began.
Lastly, the Sheriff's Sale date is fast approaching. Will we be receiving any more
information on a purchase offer from your client? Please advise.
Very truly yours,
~~~
~ Michael S, Travis
MSTIhm
Enc!. .
pc: James M, Bach, Esquire J j
Gregory J. Katshir, Esquire
r_' ~ ;" -~ - ~ -,
,
" ,- ~ ] (
IN THE CO'.;", )F COMMON 1"."EAS
CUMBERLAJ:'fD COUNTY, PENNSYLVANIA
" ,.:U.[', .. 'TO.t;
., ~ .~.~ t"~V'3T'~1.\ )""~': ... _,}, ,rES
3. \., _n :!;E:S S'~'Fo_~, E'I
;." i".,MA~i,:, TO'^N . ;,' ,C 7.J:L},
"ja:cnliff(s) ,
LANDLORD - TENANT
NO.
99-4983
CIVIL TERM
Vs ..
JOHN AND GLENDA MAXTON
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA. 17070
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
Defendant (a)
Va.
GLENDA MAXTON
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
promptly after this Petition, Order and Notice are served, by appearing
personally or by attorney at the hearing scheduled by the Court and
presenting to the Court your defenses or objections to. the claims set
forth against you, You are warned that if you fail to do so the Court
may proceed without you and a judgment m~y be entered against you by
the Court, without further notice, for any money claimed in the
Petition or for any other claim or relief requested by the Petitioner.
You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE.
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP,
IF YOU DO NOT
THE OFFICE SET
CUMBERLAND COUNTY BAR ASSOCIATION
2 LIBERTY AVENUE
CARLISLE, PA 17013
717-249-3166
EXMIIIT
13
~.
,.'
JEANNIE DORSEY, DENNIS G.
DORSEY AND GLENDA MAXTON t/a
DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SHIREMANSTOWN, PA 17011
'):N TtJE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
LANDLORD - TENANT
Plaintiff (a) ,
.
.
NO. 99-4983
CIVIL TERM
Va.
JOHN AND GLENDA MAXTON
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
Defendant (a)
Va.
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
Defendant (a)
Va.
GLENDA MAXTON
AMENDED COMPLAINT
FOR UNITS #204, #206 AND #208
AND NOW COMES the Plaintiff by its ATTORNEY JAMES M. BACH and
files the within Complaint:
1. Dorsey-Maxton Associates is a partnership existing under the
laws of the Commonwealth of Pennsylvania and having as its
principal address 322 West Green Street, Shiremanstown, PA
17011, The principals of the partnership are Jeannie Dorsey,
Dennis Gary Dorsey and Glenda Maxton,
2, New Insights Inc" is a Pennsylvania Corporation having has
its principal place of business 320 R Bridge Street, New
Cumberland, PA 17070, The only shareholder in this
corporation is John Maxton, III and he resides at 413 16th
Street, New Cumberland, PA 17070.
3, The Plaintiff is a Landlord and the Defendant is a Tenant in
this case,
~~""" 1- -"-
--
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','
4, The Plaintiff leased premises to the Defendant beginning on
or about January 1998. The rents have been paid by the
Defendant for the leased property up until April 1998, After
April 1998 the defendant did not pay all rent due and owing,
The total amount of rent due and owing through August of 1999
is $25,325.00, (See Exhibit 'A')
5. The units of this complaint are trnits #204, 206 and 208 at
320 Bridge Street, Rear, New Cumberland, PA 17070,
WHEREFORE, Plaintiff respectfully prays for a judgement in the
amount of $25,325,00 through August of 1999 and additional amounts-
thereafter, together with costs, interest, and possession.
DORSEY-MAXTON ASSOCIATES VS. NEW INSIGHTS, INC.
6, All prior paragraphs are incorporated herein by reference,
7, Alternatively, should this Court find that John Maxton and
Glenda Maxton, his wife are not individually liable for past
rents for these units, then Plaintiff requests that New
Insights, Inc, be found liable for all rents due and owing,
WHEREFORE, Plaintiff respectfully prays that a judgement be
entered in the amount $25,325,00 together with costs, interest, and
possession, against New Insights, Inc,
RESPECTFULLY SUMBITTED:
DATEI-tf' 22 - f I
ES M. BACH, ATTORNEY A W
2 South Spo~ting Hill Road
echanicsburg, PA 17055
(717) 737-2033
I.D. # 18727
VERIFICATION
I verify that the statements made in this Amended Complaint are true
and correct. I understand that false statements herein made are
subject to penalties of 18 PA, C,S, Section 4904 relating to unsworn
falsification to authorities, '
. /o~ ;2-2-9 f
DA'TE
RSEY-MAXTON ASSOCIAT
Y: JEANNIE DORSEY
'_1IDl\"
, ,-' -~ ."..,. -- -. -,
,-'1 ,
JEANNIE DORSEY, DENNIS G.
DORSEY AND GLENDA MAXTON t/a
DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SHIREMANSTOWN, PA 17011 :
Plaintiff(s),
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
LANDLORD - TENANT
NO.
99-4984
CIVIL TERM
Vs.
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
Defendant(s)
Vs.
GLElITDA MAXTON
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
pron~tly after this Petition, Order and Notice are served, by appearing
personally or by attorney at the hearing scheduled by the Court and
presenting to the Court your defenses or objections to the claims set
forth against you, You are warned that if you fail to do so the Court
may proceed without you and a judgment may be entered against you by
the Court, without further notice, for any money claimed in the
Petition or for any other claim or relief requested by the Petitioner,
You may lose money or property or other rights important to you,
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
2 LIBERTY AVENUE
CARLISLE, PA 17013
717-249-3166
EXHIBIT
c.-
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- <.
. .
JEANNIE DORSEY, DENNIS G. :
DORSEY AND GLENDA MAXTON T/A
DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SHIREMANSTOWN, PA 17011 :
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
LANDLORD - TENANT
Plaintiff (B) ,
NO.
99-4984
CIVIL TERM
VB.
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
Defendant (B)
AMENDED COMPLAINT
FOR UNITS # 96, #98 AND #200
AND NOW COMES the Plaintiff by its ATTORNEY JAMES M. BACH and
files the within Complaint:
1, Dorsey-Maxton Associates is a partnership existing under the
laws of the Commonwealth of Pennsylvania and having as its
principal address 322 West Green Street, Shiremanstown, PA
17011,
2, New Insights Inc., is a Pennsylvania Corporation having has
its principal place of business 320 R Bridge Street, New
Cumberland, PA 17070, The only shareholder in this
corporation is John Maxton, III and he resides at 413 16th
Street, New Cumberland, PA 17070,
3, The Plaintiff is a Landlord and the Defendant is a Tenant in
this case.
4. The plaintiff leased premises to the Defendant beginning on
or about November of 1991, The rents have been paid by the
Defendant for the leased property up until April 1995. After
April 1995 the Defendant has not paid all rent due and owing,
5. The total amount of rent due and owing through August of 1999
is $35,640,00, (See Exhibit 'A')
6, The premises of this complaint are Units #96,98 and 200 at
320 Bridge Street, Rear, New Cumberland, PA 17070,
"
. ,.
.
WHEREFORE, plaintiff respectfully prays for a judgement in the
amount of $35,640,00 through August of 1999 and additional amounts
thereafter, together with costs, interest, and possession,
DATE: // ~Z.z -)1"
RESPECTFULLY SUMBITTED:
~~
S M. BACH, ATTORNEY AT LAW
352 South Sporting Hill Road
Mechanicsburg, PA 17055
(717) 737-2033
I,D. # 18727
VERIFICATION
I verify that the statements made in this Complaint are true and
correct. I understand that false statements herein made are subject to
penalties of 18 PA, C.S, Section 4904, relating to unsworn
falsification to authorities,
/tf-21-ri
DATE
SEY-MAXTON ASSOCIA S
I JEANNrE DORSEY
~ ,~ -.
.
.
... " ...
MICHAEL. S. TRAVIS
ATTORNEY AT LAw
40"'. MARKET 5TRe:r:T ~ suITE: 209
CAt-'l1i!' !-fILl,., P'" 17011
TEL..E:PMONE '71'7. 731-V$oa
fl"AX ('7'7'] "31-~!:511
~@~v
July 19,2000
Craig A, Diehl, Esquire
3464 Trindle Road
Camp Hill, PA 17011
Re: PNC Bank v. DorseylMuton
Dear Craig:
My clients are asking that Glenda Maxton, John Maxton, New Insights, Inc., and any of
its tenants voluntarily vacate the building at 320 Rear, Bridge Street by July 31, 2000. All
furnishings of New Insights together with any commercial vending machines should also be
removed :from the premises by that time.
Additionally, rents owed for the year 2000 are as follows:
Unit #96/981200 January - July ~ $ 8,470,00
#208 January - June = $ 3,000,00
#206 January - June = $ 3,000.00
#204 January - July ~ $ 3,500,00
Total due:
$ 17,970.00
This amount is due and payable immediately. I have no new information regarding your
July 14,2000, offer,
Very truly yours,
MST/dt
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GLENDA K. MAXTON,
PIaiIIWT,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY. PENNSYLVANIA
,
.
v.
.
: NO, GO-S618 IN EQUITY
JEAN O. DORSEY IDd
DENNIS G. DORSEY,
Bef,AdaDtI.
.
.
: CIVIL ActION. EQUITY
VERlFICATION
I veritY that thestalemenls mllde in this Answer,New Matter and Counterclaim are true
lIl1d com:ct. r understalld that faIse stalemenls herein are IIIlIde subject to the penalties of 18
Pa.C,S, Section 4904 relating to unsworn talsification to authorities.
DATED: j~/J.~/()O
.
DATED: 1a/<9.h/fJO
",d!"'-~:0--"''f:''~~',_.';"",""~",,_-,,~,",,'f"=-~"'!' -'-~;'e"~""" ',-,--,"'''>;;' _'t__". ,^,', .,__ ~,
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, ,
CERTIFICATE OF SERVICE
I, Michael S. Travis, certify that I have this day served a true and correct copy of the
foregoing document by first class mail, postage prepaid, on the following person, addressed as
follows:
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, P A 17011
Dated: /,;7- ;:/7 - t:7i!':->
~.
v ae. raVlS
ill No. 77399
4076 Market Street, Suite 209
Camp Hill, PA 17011
(717)731-9502
Fax 731-9511
Attorney for Defendants
GLENDA K. MAXTON,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v,
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
: CIVIL ACTION - EQUITY
ANSWER TO NEW MATTER AND COUNTERCLAIM
AND NOW COMES Plaintiff, Glenda K. Maxton, by and through her counsel, Law
Offices of Craig A. Diehl, and files the following Answer to Defendants' New Matter and
Counterclaim:
20. Admitted.
21. Admitted.
22. Denied. It is specifically denied that Glenda and/or John Maxton, individually,
rented space from Dorsey/Maxton Partnership.
23. Admitted in part, Denied in remainder. It is admitted that Exhibits B and C
represent pleadings in other cases. The documents speak for themselves. However, it is denied
that Glenda and/or John Maxton, individually, owe any rents.
24. Denied. It is denied that the outstanding rents due prior to the Sheriff Sale was
$77,224.00. Strict proof thereof is demanded at trial.
25. Denied. The amounts alleged to be owed to Defendant are in dispute and Plaintiff
never agreed to this improper distribution.
1
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,-.
."
, ,
26. Denied. Glenda Maxton did not occupy any space within the building and owes
no rent.
27. Admitted.
28. Admitted.
29. Denied. It is denied that Plaintiff, Glenda Maxton, owes any rents since the
Sheriff Sale. By way of further answer, if another entity known as New Insights owes rent, this
issue is not before the court based on the instant pleadings and same is denied.
30. Denied. Plaintiff, Glenda Maxton, owes no outstanding rents. Any right of setoff
is a legal conclusion to which no responsive pleading is required.
31. Denied. It is denied that consolidation of the claims should be undertaken. The
remaining allegations are legal conclusions to which no responsive pleading is required.
32. Denied. It is denied that any outstanding rents caused the partnership to be unable
to pay its mortgage. The partnership's bank had approved a refinance of the existing mortgage
to which Defendants refused to execute.
33. Denied. The averment contains conclusions of law to which no responsive
pleading is required. In the alternative, it is denied that Glenda Maxton acted in a manner that
was self-dealing or in a way unfaithful to the partnership.
34. Denied. It is the actions of Defendants that are at issue in the present proceeding.
35. Denied. The averment sets forth a legal conclusion to which no responsive
pleading is required.
36. Denied. The partnership agreement speaks for itself. Breaches of the agreement
are at issue in this proceeding.
2
37. Denied. It is denied that John Maxton, while problems were being encountered,
desired to form another partnership with Defendants.
38. Denied. This averment contains a conclusion of law to which no responsive
pleading is required.
39. Denied. This averment contains a conclusion of law to which no responsive
pleading is required.
WHEREFORE, Plaintiff respectfully requests judgment to be entered in her favor together
with such other relief as this Court deems just.
40. Admitted.
41. Denied. Glenda Maxton, individually, never occupied space in the building
following the Sheriff Sale,
42. Denied. New Insights, Inc. had a lease while the Petition to Set Aside Sheriff Sale
was pending and had legal authority to possess the property. Rents were held in escrow for a
portion of this time.
43. Denied. This averment sets forth alleged facts that have no relationship to
Counter-Defendant, Glenda Maxton.
44. Denied. This averment sets forth alleged facts that have no relationship to
Counter-Defendant, Glenda Maxton.
45. Denied. Glenda Maxton specifically denies guaranteeing any rents that may be due
to the partnership from New Insights, Inc.
3
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46. Denied. It is denied that a forbearance agreement was entered into with New
Insights, Inc. Further, John Maxton was never a tenant of the property.
47. Denied. Glenda Maxton specifically denies guaranteeing any rents that may be due
to the partnership from New Insights, Inc.
48. Denied. No responsive pleading is required.
49. Denied. Glenda Maxton specifically denies guaranteeing any rents that may be due
to the partnership from New Insights, Inc.
50. Denied. It is denied that the rent owed is $17,970.00. Strict proof thereof is
demanded at trial.
51. Denied. Glenda Maxton strictly denies any liability on her part, individually, for
any outstanding rents.
WHEREFORE, Glenda Maxton respectfully requests that Jean O. Dorsey and Dennis G.
Dorsey's counterclaim be dismissed with prejudice.
52. Denied. No responsive pleading is required.
53. Denied. This paragraph contains no averments and makes no sense.
54. Denied. Glenda Maxton never had a lease and never occupied the property in an
individual capacity.
55. Denied. The spaces were leased to an entity, however, not Glenda Maxton.
56. Denied. It is denied that the rent owed is $17,970.00. Strict proof thereof is
demanded at trial.
4
....
I
'--~
57. Denied. Glenda Maxton never had a lease and never occupied the property in an
individual capacity.
58. Denied. This averment contains conclusions of law to which no responsive
pleading is required.
WHEREFORE, Glenda Maxton respectfully requests that Jean O. Dorsey and Dennis G.
Dorsey's counterclaim be dismissed with prejudice.
Respectfully submitted,
LAW OFFICES OF CRAIG A. DIEHL
Date: J:H/JA1H. 1-001
By: C~.ltJ1
Craig Ai. Diehl, Esquire
Attorney ID No. 52801
3464 Trindle Road
Camp Hill, PA 17011-4436
(717) 763-7613
Counsel for Plaintiff
5
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.
. ,~ ' .
GLENDA K. MAXTON,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO, 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
: CIVIL ACTION - EQUITY
CERTIFICATE OF SERVICE
AND NOW, this J3r7ay of January, 2001, the undersigned hereby certifies that a
true and correct copy of the foregoing ANSWER TO NEW MATTER AND COUNTERCLAIM
was served upon the parties listed below by way of United States first class mail, postage prepaid,
addressed as follows:
Michael S. Travis, Esquire
4076 Market Street, Suite 209
Camp Hill, PA 17011
LAW OFFICES OF CRAIG A. DIEHL
BY~
elen E smussen, Legal Assistant
3464 Trindle Road
Camp Hill, P A 17011
(717) 763-7613
.~..,
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SHERIFF'S RETURN - REGULAR
CASE NO: 2000-05618 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
MAXTON GLENDA K
VS
DORSEY JEAN 0 ET AL
DOUGLAS DONS EN
, Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT JOINING ADDL'
was served upon
MAXTON JOHN
the
ADD'TL DEFEND ,at 0011:35 HOURS, on the 23rd day of January 2001
at 413 16TH ST
NEW CUMBERLAND, PA 17070
by handing to
GLENDA MAXTON (WIFE)
a true and attested copy of COMPLAINT JOINING ADDL'
together with
DEFENDANT'S WITH NOTICE
and at the same time directing Her attention to the contents thereof.
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
18,00
9.92
.00
10.00
.00
37.92
So Answers:
~~K~i
R. Thomas Kline
01/24/2001
MICHAEL TRAVIS
Sworn and Subscribed to before
By:
QLQ~~
eputy Sheriff
me this JAf
day of
J~ d()-(J I A,D,
~a.In,#o,. ~/
rothonotary ,
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-
SHERIFF'S RETURN - REGULAR
'" '
CASE NO: 2000-05618 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
MAXTON GLENDA K
VS
DORSEY JEAN 0 ET AL
DOUGLAS DONSEN
, Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT JOINING ADDL'
was served upon
NEW INSIGHTS INC
the
ADD'TL DEFEND ,at 0013:25 HOURS, on the 23rd day of January ,2001
at 322 MARKET ST
LEMOYNE, PA 17043
by handing to
JOHN MAXTON (DIRECTOR)
a true and attested copy of COMPLAINT JOINING ADDL'
together with
DEFENDANT'S WITH NOTICE
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
6,00
10,54
.00
10,00
.00
26.54
S~~~~~~t
R, Thomas Kline
Sworn and Subscribed to before
01/24/2001
MICHAEL TRAVIS
By: CJ Q
D~ Sheriff
me this /A-l- day of
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el'
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GLENDA K. MAXTON.
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY. PENNSYLVANIA
v.
: NO, 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY.
Defendants
: CIVIL ACTION - EQUITY
v,
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JOHN MAXTON and NEW
INSIGHTS. INC..
Additional Defendants
PRELIMINARY OBJECTIONS
AND NOW COMES Defendant, John Maxton, by and through his counsel, Law Offices
of Craig A. Diehl, and files the following Preliminary Objections to Jean O. Dorsey and Dennis
G. Dorsey's Complaint Joining Additional Defendants:
1. Preliminary Obiection on Ground of Scandalous or Impertinent Matter
1. Paragraph 13 of the Dorseys' Complaint alleges as follows:
New Insights, Inc., began having problems paying its rent because
it lost a contract with the County of Cumberland because it did not
maintain the standards required by the County for treatment of drug
and alcohol dependent individuals.
2. Paragraph 13 of the Dorseys' Complaint contains scandalous or impertinent
allegations in that such allegations are immaterial and inappropriate to the proof of the cause of
action and serves no proper or bona fide purpose.
I
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3. The allegations that New Insights, Inc. did not maintain the standards required by
Cumberland County for treatment of drug and alcohol dependent individuals holds John Maxton
up to ridicule and scorn and impugns his professionalism and business practices while at the same
time being immaterial and inappropriate to the proof of the cause of action.
WHEREFORE, Defendant, John Maxton, respectfully requests this Honorable Court order
the Dorseys to amend their Complaint and strike paragraph 13 thereof.
II. Preliminary Obiection on Ground of Legal Insufficiencv of Pleading (Demurrer)
4. The Dorseys' Complaint fails to state facts constituting a cause of action against
John Maxton in that the facts so alleged do not show any causal connection between the alleged
acts or omissions of John Maxton and the damages allegedly sustained by the Dorseys.
5. Paragraph 8 of Dorseys' Complaint sets forth that New Insights, Inc. rented space.
6. Paragraphs 11 and 21 of Dorseys' Complaint sets forth that New Insights, Inc.
failed to pay rent.
7. Dorseys' seek damages in the amount of past due rents from New Insights, Inc.
8. No allegations sufficient to support a lease obligation due from John Maxton has
been sufficiently plead as there was no lease agreement between John Maxton and any other
party .
WHEREFORE, Defendant, John Maxton, respectfully requests this Honorable Court order
that he is dismissed from the instant proceeding with prejudice.
2
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III. Preliminary Obiection Due to Pendencv of a Prior Action
9. On or about October 1999, two suits docketed at No. 99-4983 and No. 99-4984
were filed against John Maxton and New Insights, Inc. in the Court of Common Pleas of
Cumberland County, in the Commonwealth of Pennsylvania.
10. Subsequent to the date aforesaid, Dorseys instituted the above-entitled action
against your objecting party, John Maxton.
11. The actions are identical in the following respects:
A. Parties are the same;
B. Issues and rights asserted are the same;
C. Relief prayed for is delinquent rents which is the same,
other than to amend the rent due for additional time
expired.
12. The previous actions have not been dismissed or discontinued.
WHEREFORE, Defendant, John Maxton, respectfully requests this Honorable Court order
that the instant proceeding be dismissed with prejudice.
IV. Preliminarv Obiection on Ground of Lack of Capacity to Sue
13. Defendant, John Maxton, moves the Court for an Order dismissing the action on
the ground that the Dorseys lack legal capacity to maintain the action in that as set forth in
Paragraph 17 of the Dorseys' Complaint, rents were owed to a partnership, not the Dorseys
individually.
3
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WHEREFORE, Defendant, John Maxton, respectfully requests this Honorable Court order
that the instant proceeding be dismissed with prejudice.
Respectfully submitted,
LAW OFFICES OF CRAIG A. DIEHL
Date: hlrlA.ry 9. jool
By:
~,lf~
Craig N DieW, Esquire
Attorney ID No. 52801
3464 Trindle Road
Camp Hill, PA 17011-4436
(717) 763-7613
Counsel for Defendant John Maxton
4
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GLENDA K. MAXTON,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
: CIVIL ACTION - EQUITY
v,
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants
CERTIFICATE OF SERVICE
AND NOW, this /3 ~y of February, 2001, the undersigned hereby certifies that a
true and correct copy of the foregoing PRELIMINARY OBJECTIONS was served upon the
parties listed below by way of United States first class mail, postage prepaid, addressed as
follows:
Michael S. Travis, Esquire
4076 Market Street, Suite 209
Camp Hill, PA 17011
LAW OFFICES OF CRAIG A. DIEHL
BYe / /p
&_ Co,," ^"i_t
3464 Trindle Road
Camp Hill, PA 17011
(717) 763-7613
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GLENDA K. MAXTON
Plaintiff
: IN THE COURT OF COMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
VS.
: CIVIL ACTION - EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY
Defendants
VS.
JOHN MAXTON and
NEW INSIGHTS, INC.
Defendant
: NO. 00-5618 IN EQUITY
PRELIMINARY OBJECTIONS
AND NOW, comes New Insights, Inc. by and through its attorney, Gregory J.
Katshir, Esquire, with the following Preliminary Objections, set forth to the Complaint
Joining Additional Defendants filed in this matter, wherein it is set forth as follows:
1. The Complaint Joining Additional Defendants was filed on or about January 12,
2000. The original Complaint was filed in August 2000. Defendants Preliminary
Objections were dismissed on December 6, 2000.
2. New Insights, Inc. sets forth Preliminary Objections to the Complaint Joining
Additional Defendants, as set forth herein.
I. PENDENCY OF PRIOR ACTION
3. On or about October 1999, two (2) suits docketed at No. 99-4983 and No. 99-4984
were filed against John Maxton and New Insights, Inc in the Court of Common Pleas,
Cumberland County, Pennsylvania.
4. Subsequent to the date aforesaid, Defendants Dorsey instituted the instant matter
against New Insights, Inc.
5. The actions are identical in the following respects:
A. Parties are the same.
B. Issues and rights asserted are the same
C. Relief prayed for is delinquent rents, which is the same other than to amend the
rent due for additional time.
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6. The previous actions have not been dismissed or discontinued.
WHEREFORE, New Insights, Inc. requests that this Honorable Court order that the
instant matter be dismissed with prejudice.
II LACK OF CAPACITY TO SUE
7. Defendants Dorsey, in its Complaint in Paragraph 17, alleges that rents were owed to a
partnership, not the Dorseys individually. The partnership is not a party to this action.
8. Defendants Dorsey lack the capacity to maintain this action.
9. New Insights, Inc. files these Preliminary Objections because the Defendants Dorsey
cannot maintain an action to collect rents on behalf of a separate entity.
WHEREFORE, New Insights, Inc. requests that the instant matter be dismissed with
prejudice.
III NON JOINDER OF NECESSARY PARTY
10. Defendants Dorsey aver that New Insights, Inc. owe rent to the partnership,
Dorsey/Maxton.
II. New Insights, Inc. avers that the premises were in fact leased by New Insights,
Inc. and Jeannie Dorsey and Dennis Gary Dorsey t/d/b/a 320 Management. 320
Management is a partnership.
12. New Insights, Inc. avers that testimony from prior Court proceedings indicate that
Jeannie Dorsey and Dennis Gary Dorsey are partners in 320 Management and that said
entity leased the premises in question from the partnership, Dorsey/Maxton.
13. It is, therefore, necessary for those parties to be included as Defendants in this
action.
14. New Insights, Inc. files these Preliminary Objections as a result of the failure of
the Defendants Dorsey to include the necessary parties required for proper adjudication.
WHEREFORE, New Insights, Inc. requests that appropriate relief be granted.
IV LEGAL INSUFFICIENCY OF PLEADING (DEMURRER)
15. The original Complaint in the matter, filed by Glenda K. Maxton, alleges dissolution
of partnership and accounting and breach of partnership agreement against Defendants
Dorsey.
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16. At no time has New Insights, Inc. been a partner in the Dorsey/Maxton
partnership or involved in the operation of the partnership.
17. The original complaint deals only with matter existing between the partners of
Dorsey/Maxton.
18. New Insights, Inc. cannot be liable to Plaintiff Maxton and/or Defendants Dorsey
on any cause of action alleged in the original complaint or transaction or occurrence
based upon the inner dealings of the Dorsey/Maxton partnership and partnership
agreement.
WHEREFORE, New Insights, Inc. respectfully requests this Honorable Court to
order that the instant matter be dismissed with prejudice.
Respectfully submitted,
Gregory J. ats ir, Esquire
Attorney for ew Insights, Inc.
PA ID #61967
900 Market Street
Lemoyne P A 17043
(717) 763-8133
,.
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V E R I F I CAT ION
Gregory J. Katshir, Esquire, attorney for New Insights,
Inc" deposes and says, subject to the penalties of 18 Pa. C,S,
~4904 relating to unsworn falsification to authorities, that he is
duly authorized to make this Verification on behalf of said client;
that the allegations set forth in the foregoing pleading are true
and correct to the best of his knowledge, information and belief
based upon information supplied to him by New Insights, Inc, and
personal knowledge, information and belief; that the purpose of
this Verification is to expedite the
litigation and the
Verification of New
shir, Esquire
or New Insights, Inc.
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CERTIFICATION OF SERVICE
I hereby certify that a true and correct copy of the
foregoing Preliminary Objections were served upon the following
via First Class mail, on February 22, 2001, postage prepaid as
below:
Michael Travis, Esquire
4076 Market Street, Suite 209
Camp Hill PA 17011
~
. .
. .
GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v,
.
: NO. 00-5618 IN EQIDTY
JEAN O. DORSEY and
DENNIS G, DORSEY, Defendants,
and JEAN O. DORSEY AND DENNIS
G, DORSEY tla DORSEY-MAXTON
ASSOCIATES
: CIVIL ACTION - EQIDTY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional 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 Complaint and Notice
are served, by entering a written appearance personally or by attorney and filing in writing with
the court your defense 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 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 TillS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE
THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL
HELP,
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v,
: NO, 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY, Defendants,
and JEAN 0, DORSEY AND DENNIS
G. DORSEY tJa DORSEY-MAXTON
ASSOCIATES
: CIVIL ACTION - EQUITY
v,
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants.
AMENDED
COMPLAINT OF JEAN O. DORSEY AND DENNIS G. DORSEY
JOINING ADDITIONAL DEFENDANTS
AND NOW, comes Jean O. Dorsey and Dennis G. Dorsey, by and through their connsel
and files this Amended Complaint against Additional Defendants, John Maxton and New
Insights, Inc., as follows:
1. Defendants Jean O. Dorsey and Dennis G. Dorsey are individuals currently
residing at 322 W. Green Street, Shiremanstown, Pennsylvania 17011.
2. Additional Defendant, New Insights, Inc., is a corporation, organized under the
laws of the Commonwealth, having its offices at 322 Market Street, Lemoyne, Cumberland
County, Pennsylvania 17043.
3. Additional Defendant, John Maxton is the sole shareholder of New Insights, Inc.,
residing at 413 16th Street, New Cumberland, Pennsylvania 17070.
4. Defendants Jean O. Dorsey and Dennis G. Dorsey, husband and wife, have been
named as Defendants in the above captioned litigation having been served a copy of the original
Complaint on August 16, 2000. A copy of the original Complaint is attached hereto and
incorporated in this Complaint as Exhibit 1.
1
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18. The failure of New msights, me. and John Maxton individually, to pay rents,
which reached over $77,224.00 by the time of Sheriff's Sale in 1999, led to the financial crisis in
the partnership Dorsey-Maxton Associates.
19. Defendants Dennis and Jean Dorsey would never allow a tenant to remain in the
partnership property without payment of rents.
20. Defendants Dennis and Jean Dorsey only allowed New msights, me" and John
Maxton to remain in the building without eviction because of the fiduciary relationship between
New msights, Inc., John Maxton and Glenda Maxton, and the promise of Glenda Maxton that the
rents would be paid by her husband's company or that if they were not that payment would be
guaranteed by Glenda Maxton's equity share in the partnership.
21. The failure of New Insights, Inc., and John Maxton individually, to pay rents to
the Dorsey-Maxton Partnership caused the partnership's difficulties which led to dissolution by
Sheriff's Sale on December 8, 1999.
22. Additional Defendant, New Insights, Inc., breached its contract to pay rents as
stated in the Complaints attached hereto as part of Exhibit 3 at B and C.
23. Rents owing since the Sheriff's Sale total $17,970.00 as stated in Exhibit 3 at D,
attached hereto.
24. The suits for rents should be heard together with this claim.
25. After repeated demand, New Insights, Inc., and John Maxton have failed to pay
these rents which are due and owing.
26. New Insights me., has stated that it may file bankruptcy.
27. Should Plaintiff obtain a judgment against Defendants, they may be unable to
collect rents owed for the suits in Exhibit 3 at B and C if not heard together with the Plaintiff's
Complaint.
3
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Count I OuantumMeruit
28. The averments of Paragraphs 1 through 27 are incorporated herein by reference.
29. By virtue of the relationship of John Maxton, owner of New Insights, Inc., acting
in a self-dealing manner with Glenda Maxton, Plaintiff herein, the two conspired to deprive the
partnership of rents it needed to operate the partnership, to the detriments of the Dorseys.
30. When New Insights, Inc.'s fmancial position did not improve, it expected the
Dorseys only to pay for any shortfall in the equity and to be taken from the Dorsey side of the
partnership balance sheet, which is the same amount plaintiff now demands in her complaint.
31. New Insights, Inc., and John Maxton, are responsible for any damages accruing to
Glenda Maxton by virtue of partnership dissolution for failure to pay rents and otherwise
interfering with the partnership relationship.
32. Additional Defendant, New Insights, Inc., has refused to pay the amount owed,
although the same is due, resulting in New Insights, Inc., becoming unjustly enriched at the
Defendants' expense.
33. Additional Defendant, John Maxton has refused to pay the amount owed, both for
rents in space he occupied, and for swns he may have received by virtue of his relationship with
New Insights, Inc., although the same are due, and has been unjustly enriched at the Defendants'
expense.
4
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WHEREFORE, Defendants Dennis and Jean Dorsey respectfully request judgment in
their favor and against New lnsights, lnc., and John Maxton in the amount of all past due rents,
plus additional profits and consequential damages that the partnership would have accrued to the
Defendants had New lnsights, lnc., fulfilled its obligations and the partnership terminated
naturally, plus attorney fees, cost and other relief as the Court may deem proper.
Respectfully Submitted,
Michael S. Travis
Attorney for Defendants
Dennis and Jean Dorsey
ill No. 77399
4076 Market Street, Suite 209
Camp Hill, P A 17011
5
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GLENDA it MAXTON,
Plaintiff
-. -.
IN THE. . COURT OF COMMON PLEAS OF
", . d' .<, "",,....,, ",,' ,,-. _ .
CUMBERLAND COUNTY;PENNsYLV ANIA
v.
No.~O~5CoI~f~
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
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 Complaint and Notice are
served, by entering a written appearance personally or by attorney. and filing in writing with the court
your defense 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 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 nnSPAPER TO YOUR LAWYER AT ONCE. IFYOUDO
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
OF THE CUMBERLAND COUNTY BAR ASSOCIATION
2 LmERTV A \TK.
CARLISLE, PA 17013
(711) 249-3166
EXHIBIT
~,;
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
NO.
JEAN O. DORSEY and
DENNIS G, DORSEY,
Defendants
CIVIL ACTION - EQUITY
NOTICIA
Le han demandado a usted en la corte. Si usted qui ere defenderse de estas demandas
expuestas en las paginas siquinetes, usted tiene viente (2) 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 defenses 0 sus objectiones alas demandas en contra de su
persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden
contra usted sin privio aviso 0 notificacion y por cualquier queja 0 alivio que es pedido en la peticion
de demanda, Usted puede perder dinero a sus propiedades 0 OtrOS derechos importantes para usted.
LLEVE ESTA DEMANDAA UN ABODAGOINMEDIATAMENTE. SI NO TIENE
ABOGADO 0 SI TO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO,
V AYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION
SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE
CONSEGUIR ASISTENCIA LEGAL.
LAWYER REFERRAL SERVICE
OF THE CUMBERLAND COUNTY BAR ASSOCIATION
2 LffiERTY AVE.
CARLISLE, P A 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
NO.
JEAN 0, DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
2 g C'I
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1. Plaintiff, Glenda K. Maxton (hereinafter "Maxton"), is an adult individ~~~sidlif.g at 4~.t
~-"2 ~;' <;~
16th Street, New Cumberland, Pennsylvania 17070-1318, :.< ...J ?':
COMPLAINT FOR PARTNERSHIP DISSOLUTION,
ACCOUNTING, AND DAMAGES
FOR BREACH OF PARTNERSHIP AGREEMENT
2. Defendants, Jean O. Dorsey and Dennis G. Dorsey (hereinafter "Dorseys"), are adult
individuals residing at 322 West Gree~ Street, Shiremanstown, Pennsylvania 17011-6521.
3, Maxton and Dorseys are partners in a general partnership known as Dorsey/Maxton
Associates. A true and correct copy of the Partnership Agreement is attached hereto as Exhibit "A"
and incorporated herein.
COUNT I - DISSOLUTION OF PARTNERSHIP
4~ Paragraphs 1 through 3 above of Plaintiffs Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim,
5, Maxton expressly sets forth her will to remove herself as a partner in Dorsey/Maxton
Associates since the Partnership Agreement dictates no definite term or specifies no particular
undertaking.
TRUE cOpy FROM RECORD
In TestimonY Whereof. I here unto. my hano
and the ~ said ; at Carlisle. Pa.
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6. By law, pursuant to 15 Pa,C.S.A. ~8353(I)(ii), dissolution is caused by Maxton's express
wiIl not to remain as a partner,
7, In the alternative, due to conduct exhibited by the Dorseys specifically enumerated in
COWlt III hereof, Maxton requests this Honorable Court, pursuant to 15 Pa.C.S.A. ~8354(a)(4), to
decree a dissolution of the partnership known as Dorsey/Maxton Associates,
WHEREFORE, Plaintiff, GIendaK. Maxton, respectfully requests that this Honorable Court
enter a decree of dissolution of the partnership, Dorsey/Maxton Associates,
COUNT II - ACCOUNTING
8. Paragraphs 1 through 7 above of Plaintiffs Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim,
9, Maxton requests a formal accounting as to the partnership affairs for the following
reasons:
j
A,) Maxton was wrongfully excluded from the partnership business and possession
of partnership property by the Dorseys;
B.) The right to a true accounting of all business transactions arising out of or
connected with the partnership business exists under the terms of the Partnership
Agreement; and
,/
C.) Testimony at a prior trail revealed that Dorseys breached their fiduciary duty to
Maxton by paying personal debts and unauthorized expenditures with partnership
funds,
10, Pursuant to 15 Pa.C,S.A, ~8334 and ~8335. Maxton is entitled to a formal accounting
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as to the partnership affairs.
WHEREFORE, Plaintiff, GlendaK, Maxton, respectfully requests that this Honorable Court
enter an order entitling Maxton to a formal accounting of all Dorsey/Maxton Associates records and
requiring Dorseys to bear all costs and attorney fees associated therewith,
COUNT III - BREACH OF PARTNERSHIP AGREEMENT
II. Paragraphs I through 10 above of Plaintiff's Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim.
12. Besides the fiduciary relationship that exists between partners, Maxton should have been
able to trust Dorseys and expect that they were pursuing a Common goal without self-dealing,
13, Dorsey breached their fiduciary duties and intentionally and willfully breached the
Partnership Agreement as follows:
A.) Failed to be faithful to Maxton;
B.) Failed to provide a true aCCOunt of all business transactions to Maxton;
C,) Failed to allow Maxton to conduct an inspection of the books and records of the
partnership upon request;
D,) Misappropriated partnership funds by paying personal bills;
E.) Exceeded the authority of the Partnership Agreement by making expenditures
without the consent of Maxton and incurred and paid debts that exceeded the $200.00
limit as set forth in the Partnership Agreement.
F.) Failed to act in good faith and a manner reasonably believed to be in or not
opposed to the best interests of the partnership;
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G.) Failed to adhere to the management provisions of the Partnership Agreement by
unilaterally making decisions effecting the policy and management ofthe partnership
and failing to allow Maxton her right to participate in the management;
H,) Failed to act as a fiduciary and trustee for the profits derived without the consent
of Maxton from the proceeds of the Sheriff Sale; and
1.) Acted in a manner of self-dealing and diverted partnership funds to their benefit
for improper purposes when disputes existed as to outstanding obligations.
14, Dorseys caused. significant economic damage to Maxton by refusing to execute
documents for a bank approved refinance when the property was appraised for Three Hundred
Thirty-Two Thousand and 00/100 ($332,000,00) Dollars and the sole mortgage holder was owed
approximately One Hundred Fifteen Thousand and 00/100 ($115,000,00) Dollars resulting in the
property being foreclosed upon,
15, Dorseys refusal to refinance the property was a direct breach of the Partnership
Agreement when they refused to settle other partnership disputes with Maxton unless she "gave in"
to their financial demands creating a fmancial hostage situation for Maxton,
16. Subsequent to the Sheriff Sale, Dorseys testified at a previous trial that the proceeds from
the Sheriff Sale were removed from the partnership bank account and deposited into their own
personal account, which is a clear violation of the Agreement and further substantiates their
continual methods of self-dealing,
17. Dorseys have unilaterally decided how to distribute the proceeds of the Sheriff Sale and
have flagrantly demonstrated bad faith on providing Maxton with a mere Three Hundred Sixty-Six
and 46/100 ($366.46) Dollars when Maxton's half of the Sheriff Sale proceeds is Forty-Five
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Thousand Four Hundred Fifty-Six Hundred and 54/1 00 ($45,456,54) Dollars. (See Attorney Travis's
letter attached hereto as Exhibit "B" and incorporated herein.)
18, Dorseys' deduction for rents owed on Exhibit "B" is unconscionable and improper in
that it is a willful disregard for offsetting the amount due Maxton by a debt owed by a corporation
that she does not even own.
19. Dorseys' self-dealing actions prior to the Sheriff Sale and subsequent to the Sheriff Sale
have caused Maxton to incur costs, attorney fees, and loss of work to preserve her equity position
in the partnership,
WHEREFORE, Plaintiff, Glenda K. Maxton, respectfully requests this Honorable Court to
award damages in excess of Thirty Thousand and 00/100 ($30,000,00) Dollars, attorney fees to
Maxton for the bad faith conduct by Dorseys, costs, interest and such other relief as this Court deems
just and equitable,
Respectfully submitted,
LAW OFFICES OF CRAIG A, DIEHL
Date:-.A",,,d II, ~OOO
By: CL~.lJ:J.L
Craig ,Diehl, Esquire
Supreme Court I.D. No, 52801
3464 Trindle Road
Camp Hill, PA 17011
(717) 763-7613
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GLENDA K, MAXTON,
Plaintiff
IN TIlE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
NO,
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
VERIFICATION
I, the undersigned, hereby verify that the statements made in the foregoing document are true
and correct to the best of my knowledge, information and belief. I understand that the statements
herein are made subject to the penalties of 18 Pa.C.S, 9 4904, relating to unsworn falsification to
authorities.
Date:~ \ \ \ DO
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GLENDA K, MAXTON, Plaintiff
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PARTNERSHIP AGREEMENT
THIS AGREEMENT, made and entered into in Harrisburg,
Pennsylvania, effective as of the ~ I
day of November,
1991, by and between JEAN DORSEY and GARY DORSEY,
-AND-
GLENDA MAXTON, hereinafter collectively referred to as
"Partners" and individually as "Partner".
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WHEREAS, the parties hereto have agreed to form this
partnership, as hereinafter set forth, and have agreed that
it is in their best interest that this Partnership Agreement
be written so that the arrangements concerning the
operations of the partnership and the Partners I interest
herein be reduced to writing.
NOW, THEREFORE, in consideration of these promises, the
mutual promises of the parties and other good and valuable
consideration, the receipt and sufficiency of which is
mutually acknowledged and intending to be legally bound
hereby, it is covenanted and agreed by the parties as
follows:
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ARTICLE I
Name and Place of Business
1. 1 Name:
The parties do hereby form a partnership
entity under the name of DORSEY/MAXTON ASSOCIATES, to carry
on the business of owning, leasing, managing and improving
real estate and to engage in such other business enterprises
as from time to time might be agreed upon by and among the
Partners.
1.2 Office:
The office of the partnership shall be
located at 322 W. Green Street, ShiremanstoWTI, Pennsylvania
17011, or at such other place as otherwise agreed upon by
the Partners.
1.3 Partnership Duties:
Each of the parties hereby
shall diligently employ himself in the business of the
partnership and be faithful to the other Partners in all
transactions relating to the partnership, and give, wherever
required, a true account of all business transactions
arising out of or connected with the partnership business.
That amount of time which shall be devoted by each Partner
to the partnership shall be mutually agreed upon by the
parties hereto, acknowledging that each Partner has business
interests other than his interests in this partnership. No
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Partner shall, without the written consent of other parties,
employ either the capital or credit of the partnership in
any other than partnership business.
1.4 Competition: Each Partner may have other business
interests and may engage in any other business or trade,
profession or employment whatsoever, for his own account,
and shall not be required to devote his entire time to the
business of the partnership.
1.5 ~:
The term of the partnership shall be from
the date of execution of this Agreement, and shall continue
until terminated as hereinafter provided.
1. 6 The Accountino Period:
The fiscal year of the
partnership shall be the calendar year, that is, it shall
commence on January 1, and shall end December 31.
1.7 Partnership Books and Records:
Books and records
of the partnership shall be kept at the business office of
the partnership and shall, at all time, be open to the
inspection of any Partner. Every Partner shall cause to be
entered upon said books, a true and just account of all his
dealings, receipts and expenditures for and on behalf of
said partnership.
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1.8 Accountinq: Regular and accurate accounting shall
be made of the partnership business.
A true statement of
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condition and result of operation shall be prepared by the
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partnership's accountant, as soon as possible after the end
of the fiscal year, and will be made available to all
Partners. Financial statements shall be prepared other than
the end of the fiscal year, if decided upon by all of the
Partners.
1. 9 Salaries:
Neither Partner shall receive any
salary for service rendered to the partnership.
Each
Partner may, from time to time, withdraw the credit balance
in his income account.
1.10 Interest:
No interest shall be paid on the
initial contributions to the capital of the partnership or
on any subsequent contributions of capital.
1.11 Authoritv of Partners: Subject to the provisions
of Article II below, no Partner shall compromise or release
debts except upon full payment thereof, engage in any
unusual transactions, make any contracts for the partnership
account, use the partnership's name, credit or property for
other than partnership purposes, sign or endorse negotiable
papers in the partnership name, buy property in the
partnership name, sell partnership property, sign options,
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deeds, mortgages and/or notes, or otherwise engage in any
activity by which the interests of the partnership shall be
impaired or prejudiced.
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1.12 Execution of Documents:
All deeds, mortgages,
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notes, option leases or other conveyances must be signed by
all Partners.
Only one Partner need sign any business
property lease on behalf of the partnership.
1.13 Title to Partnershio Real and Personal Prooerty:
Title to all property owned by the partnership, both real
and personal,
shall be in the name of Dorsey/Maxton
Associates.
ARTICLE II
Ooeration of Partnershio Business
2.1 Vote:
Each Partner shall have the right to one
A t' t k . under >th~s
ny ac ~on a en ~
(1)
vote.
Partnership
Agreement, any action relating to the operation of the
partnership business, any changes or amendments of any terms
or conditions of this Partnership Agreement or any purchase
or sale of partnership property shall require an affirmative
vote of all Partners.
Once made, no Partner shall do any
act contrary to a decision made in accordance with this
paragraph.
2.2 Limited Authority of Partner:
Any Partner, on
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and enter into contracts on behalf of the partnership,
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subject to the limitation that he cannot, without prior
consent of the other Partners, do so for an amount in excess
of Two Hundred and 00/100 Dollars ($200.00)
2.3 Indemnitv of Partnership:
The partnership shall
indemnify any of the Partners or he was or is a party or is
threatened to be made a party to any threatened, pending or
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campleted action,
suit or praceeding, whether civil,
criminal, administrative .or investigative, as a result of
his being a Partner in the partnership against expenses,
judgment, fines and amaunts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit or proceeding, if he acted in goad faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the partnership, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful;
except that no
indemnification shall be made in respect to any claim, issue
.or matter as to which such person shall have been adjudged
to be liable for gross neglect or willful misconduct in the
performance of his duty to the partnership. Otherwise, the
termination of any action, suit or proceeding by judgment,
order, . settlement, conviction, or upon a plea of nolo
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contendere or its equivalent, shall not, of itself, create"a
presumption that the Partner did not act in good faith and
in a manner which he reasonably believed to be in or not
opposed to the best interests of the partnership, and with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful. Expenses
incurred in defending a civil or criminal action, suit or
proceeding, may be paid by the partnership in advance of the
final disposition of such action, suit or proceeding, upon
receipt of any undertaking by or on behalf of the Partner to
repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the partnership as
authorized in this Article.
ARTICLE III
Profits and/or Losses. Withdraws and Contribution
To capital
3.1 Capital Contribution: The original capital of the
partnership shall consist of One Hundred Forty Thousand
Dollars ($140,000.00) contributed in equal parts by the
Partners, reflective of the fifty (50%) investment of each.
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3.2 Future Capital Contributions:
If at any time or
times hereafter, the Partners should determine that further
capital is required in the interest of the partnership and
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that the capital of the partnership should be increased, the
additional capital shall be contributed by the Partners in
their respective percentages set forth, fifty percent (50%)
each.
No interest shall be paid on the initial or on any
subsequent contributions to the capital of.the partnership.
3.3 Profits and Losses:
Each Partner shares
partnership profits and/or losses including, but not limited
to, the profit and/or loss arising in the sale of
partnership property shall be as follows:
Gary Dorsey and Jean Dorsey 50%
Glenda Maxton 50%
3.3.a.
Gary Dorsey and Jean Dorsey shall own. their
fifty percent (50%) of the partnership as tenants by the
entireties.
3.4 Reallocation of Retirinq Partners' Interest: Upon
the retirement or death of a Partner, the percentage
interest of the retiring or deceased Partner as concerns in
partnership profits or losses shall be reallocated among the
remaining Partners in the same proportion that each of the
remaining Partners' percentage points bears to the total
percentage points of all the remaining Partners.
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:).5 Draws:
Withdraws, to be chargeable against the
Partners drawing from the account, shall be allowable up to
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the percentage of capital. contribution of the individual
Partner.
under no circumstance shall a Partner be entitled
to withdraw of other than that withdraw specified herein.
contribution
to
Capital:
Lieu
of
3.6
In
Loans
of Article III,
Paragraph
provisions
with
the
and
any
Partner,
contrary,
3.2
above,
to
the
consent of the others, may loan funds to the partnership in
contributions
thereto.
In this
lieu
of making
capital
event,
the following will apply:
The Partners shall, by
said
mutual
decide
upon
the
of
amount
loan,
consent,
interest to be paid,
if any, and the terms of repayment.
Once decided, the terms and conditions of said loan shall be
incorporated into a Promissory Note, personally executed by
all Partners and delivered to the lending Partner.
3.7
Remaininq Credit:
Any
credit remaining on the
individual income accounts at the end of each calendar year
shall not be transferred to the individual capital accounts
of
the
respective
Partners,
remain
in
but
shall
the
individual income accounts of the Partners.
3.8
Administration of the Partnership:
Bank Accounts:
The partnership shall maintain a
bank account or bank accounts in such bank or banks as may
be determined by the Partners; checks shall be drawn on the
partnership bank account and deposits and withdraws in any
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partnership savings account for partnership purposes upon
the signature of Glenda Maxton and Jean Dorsey.
3.9 Capital Accounts:
A separate capital account
shall be maintained for each Partner. Neither Partner shall
withdraw any part of his capital account.
If the capital
account of a Partner becomes impaired, his share of
subsequent partnership profits shall be first credited to
his capital account until that account has been restored,
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before such profits are credited to his income account.
3.10 Income Accounts:
A separate income account shall
be maintained for each Partner. The net profits and losses
of the partnership shall be divided and borne equally
between the Partners.
Partnership profits and losses shall
be charged or credited to the separate income account of
each Partner.
If a Partner has no credit balance in his
income account, losses shall be charged to his capital
account.
3.11 passive Losses/Passive Gains:
Passive losses and
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passive gains shall be charged equally to the Partners I
capital accounts.
3.12 Gross Rental Account:
A portion of the gross
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rental property income equal to the monthly mortgage
payment, taxes, water, sewer, el'ectric, trash collection,
maintenance and any other period expenses will be deposited
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name of Dorsey/Maxton Associates and checks for said
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expenses will be signed by Glenda Maxton and Jean Dorsey.
3.13 Manaqement:
The management and conduct of the
business shall be vested in all Partners equally. All
decisions effecting the policy and management of the
partnership, including the drawing accounts and compensation
of Partnership, and the control, employment, compensation
and discharge of employees shall be made on behalf of the
partnership by the Partners.
Except as provided in
Paragraph 3.8, no Partner, shall, on behalf of the
partnership, borrow or lend money or make delivery, accept
or endorse any commercial paper, or execute any mortgage
security agreement, bond or lease or purchase or contract to
purchase any property for the partnership, or sell or
contract to sell any property of the partnership, without
the consent of the Partners.
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The partnership may
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be dissolved at any time by agreement of the Partners, in
which event, the Partners shall proceed with reasonable
promptness to sell the real and personal property owned by
the partnership and to liquidate its business. The
partnership shall be dissolved also by the sale of all real
property owned by it.
Upon dissolution, the assets of the
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following order: (a) to payor provide for the payment of
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all partnership liabilities and liquidating expenses and
obligations; (b) to equalize the Partners' income accounts;
(c) to discharge the balance of the Partners' income
accounts; (d) to equalize the Partners' capital accounts;
and (e) to discharge the balance of the Partners I capital
accounts.
3.15 Retirement/Withdraw:
(a)
Notice, Purchase
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Option.
No Partner may retire or withdraw from the
partnership or sell an interest in his share of the
partnership for a period of five (5) years from the date of
this Agreement unless all the Partners agree in writing.
After five (5) years from the date of this Agreement, any
Partner shall have the right to retire or withdraw from the
partnership at the end of any fiscal year. Written notice
of intention to retire or withdraw shall be served upon the
other Partners at the office of the partnership at least
three (3) months before the end of the fiscal' year. The
retirement or withdrawal of any Partner shall have no effect
upon the continuance of the partnership business. The
remaining Partners shall have the right of first refusal
either to purchase the retiring or. withdrawing Partner's
interest in the partnership; approve a third party buyer who
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shall be identified by the retiring or withdrawing Partner
in writing including the name of the person to whom he
intends to sell, transfer or dispose of his interest, and
the price and terms of the sale; or if no third party buyer
is suitaple and approved by the remaining Partners to
terminate and liquidate the partnership business. If the
remaining Partners elect to purchase the interest of the
retiring Partner, they shall serve notice in writing of such
election upon the retiring Partner at the office of the
partnership within two (2) months after receipt of his
notice of intention to retire.
In the event the remaining
Partners elect to purchase the Partners' interest, the value
of the withdrawing Partner's interest shall be ascertained
in accordance with the provisions of Paragraph 3.1.
3.16 Appraisal of Certain Partnership Properties: All
partnership assets shall be valued at book value as
determined by the accountant regularly employed by the
partnership, except that the appraised value of machinery,
equipment and real property shall be substituted for book
value. The difference between the total appraised value of
machinery and real property and its total depreciated book
value shall increase or decrease the Partner's capital
accounts in the proportions of their. interests in profits
or losses of the partnership specified in Article III. The
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appraised value of partnership real estate shall be
determined as of the date of retirement, withdraw or death
of the Partner, and shall be made by an appraisers elected
by agreement between the continuing Partners and the
withdrawing Partner or the personal representative of the
deceased Partner.
No value shall be attributed to
partnership good will in the appraisal made under this sub-
section,
3.17 Liauidation:
If the remaining Partners do not
elect to pu~chase the interest of the retiring or
withdrawing Partner, or no suitable buyer is found, the
Partners shall proceed with reasonable promptness to sell
the real and personal property owned by the partnership and
to liquidate its business. The procedure as to liquidation
a~d distribution of the assets of the partnership business
shall be the same as stated in Section 3.14 with reference
to voluntary termination.
3.18 Sale of Partnership Interest: No Partner may sell
or transfer all or any part of his interest in the
partnership for a period of five (5) years from the date of
this Agreement, unless all parties agree in writing. If, in
the event a Partner wishes to withdraw or retire, the
remaining Partners shall have the right of first refusal.
Thereafter, no Partner shall sell, transfer or otherwise
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dispose of all or any part of his partnership interest
without first obtaining written approval of the remaining
Partners, including the name of the person to whom he
intends to sell, transfer, or dispose of his interest, and
the prices and terms of any proposed sale.
If no suitable
buyer is found, then the partnership shall proceed under
section 3.19.
(a) Purchase option.
Upon the death of
3.19 Death:
either Partner, the surviving Partner shall have the right
to either purchase the interest of the decedent in the
partnership or to terminate and liquidate the partnership
business.
If the surviving Partner elects to purchase the
decedent I S interest, he shall serve notice in writing of
such election, within three (3) months after the death of
the decedent, upon the decedent's executor or. administrator,
or, if at the time of such election, no legal representative
has been appointed, upon anyone of the decedent's known
legal heirs at such heir's last known address.
(b) In the event that the surviving Partners elect
to purchase the deceased Partner's interest, the estate of
the deceased Partner, or thereafter the beneficiaries
thereof, shall submit to the surviving Partners an offer to
sell the deceased Partner's partnership interest, upon such
terms and conditions as are acceptable to the estate or the
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beneficiaries.
If the surviving Partners elect not to
purchase the tendered partnership interest upon the terms
and conditions submitted, or if negotiated terms and
conditions of sale are not agreed to within sixty (60) days
from the tender to the surviving Partners, then the deceased
Partner's interest in all the partnership's assets shall be
valued by a mutually acceptable appraiser.
In the absence
of agreement, the deceased Partner's estate and the
surviving Partners shall each select an appraiser, and the
two appraisers so selected shall appoint a third appraiser.
The appraisers so selected shall agree upon the fair market
value of all partnership assets.
Thereafter, the value of
all partnership liabilities applicable to the partnership
assets shall be deducted from the appraised value of the
assets to reach a "net value" for the entire partnership.
The decision of the appraiser or appraisers, as the case may
be, as to the value of the assets of the partnership shall
be conclusive and binding upon all interested parties. The
expense of any appraisal conducted hereunder shall be borne
by the partnership.
(c) For purposes of determining the applicable
partnership liabilities, the latest financial statement for
the partnership, adjusted by transactions occurring since
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binding upon all interested parties.
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(d) If a partnership interest is purchased
pursuant to the provisions of this Paragraph 3.19, the
surviving Partners or Partner acquiring. the partnership
interest shall, at the election of the surviving Partners,
make payment for the partnership interest either in cash
within thirty (30) days of a determination of the value of
the partnership interest, or, in four (4) equal annual
installments, the first such installment to be paid within
thirty (30) days from a final determination of the value of
the partnership and the remaining installments to be paid
each succeeding year on the anniversary date of payment of
the first installment.
If the four year pay-out method is
elected, the surviving Partner shall pay interest at the
rate of the national prime rate of ten percent (10%) on the
total balance, minus two percent (2%) or eight percent (8%)
on the unpaid principal balance remaining during the
applicable year, said interest to commence with payment of
the first installment.
3.20 Liauidation:
If the surviving Partner does not
elect to purchase the decedent's interest in the
partnership, he shall proceed with reasonable promptness to
sell the real and personal property owned by the partnership
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and to liquidate its business.
The surviving Partner and
the estate of the deceased Partner shall share equally in
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.the profits and losses of the business during the period of
liquidation, except that the decedent's estate shall not be
liable for losses in excess of the decedent's interest in
the partnership at the time of his death. No compensation
shall be paid to the surviving Partner for his services in
liquidation. Except as otherwise stated in this Agreement,
the procedure for liquidation and distribution of the assets
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of the partnership shall be the same as stated in Section
3.14 with reference to voluntary termination.
. . The Partners, for themselves, their heirs, personal
representatives, successors and assigns, hereby agree that
the method of valuing the partnership assets herein provided
shall be the. sole, exclusive and binding method upon all
parties and partnership interest, and hereby waive the right
to have such asset valuation determined in a court or any
other jUdicial forum.
3.21 Balance of Individual Income Accounts: The
balance in the individual income accounts of a withdrawing
or deceased Partner is not to be treated as an obligation of
the partnership to the Partner or an obligation of the
Partner to the partnership.
Any amount owed, whether to
Partner or to partnership, as reflected in the individual
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income amount of a withdrawing or deceased Partner, shall be
paid within thirty (30) days after the draw or death of such
Partner.
3.22 Expeditious Determination of Valuation:
The
Partners and their assigns and successors in interest agree
that they will proceed as expeditiously as possihle in
determining the value of the interest of the withdrawing or
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above section in this Agreement.
3.23 Income Tax Incidence of PaYments:
It is the
intention of the parties that all amounts payable under this
Article to a withdrawing Partner or to the successor in
interest of a deceased Partner shall constitute payment for
the interest of the Partner and partnership property.
Payment shall be considered a distribution of partnership
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property under 739 (b) of the Internal Revenue Code to the
extent allowable herein.
3,24 Gains or Losses: Any gain or loss on disposition
of partnership property that is in the process of
liquidation shall be credited or charged to the Partners in
the proportion of their interest in the partnership. Any
property distributed in kind and/or liquidation shall be
valued and treated as though the property was sold and the
cash proceeds were distributed. The difference between the
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value of property distributed, in kind and its book value
shall be treated as a gain or loss on the sale of the
property and shall be credited or charged to the Partners in
the proportions of .their interest in profits and losses as
specified above.
3.25 Balance Owed Bv a Partner:
Should any Partner
have a deht balance in his capital account, whether by
reason of losses in liquidating partnership assets or
otherwise, the debt balance shall represent an obligation
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from him to the other Partners, to be paid in cash within
thirty (30) days after a written demand by the other
partners.
3.26 Arbitration: If any controversy or claim arising
out of this Partnership Agreement cannot be settled by the
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partners in accordance with all the terms and provisions of
this Agreement, the controversy of work claim shall be
settled by arbitration in accordance with the Rules of the
American Arbitration Association.
Then, in effect, and
judgment on the award may be entered in any Court having
jurisdiction.
3.27 Assiqnment:
This assignment and the rights,
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duties and obligations provided hereunder are personal to
the parties hereto and no party may assign or delegate any
of the rights, duties and obligations hereunder.
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3.28 Survival:
Notwithstanding termination of the
partnership hereunder, this Agreement shall survive for the
purpose of enforcing the duties and obligations of the
respective parties sUbsequent-to said termination.
3.29 Notices:
Any and all notices or other
communications provided for herein shall be given in writing
by registered or certified mail, return receipt requested,
which shall be addressed to a Partner's last and usual place
of residence.
3.30 Amendments: Amendments to the within Partnership
Agreement shall only be made in writing by agreement of all
the parties hereto.
3.31 Waiver of Breach: The waiver of any Partner of a
breach of any of the terms or provisions of this Agreement
at . any time or times shall not be deemed or construed to
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constitute a waiver of any subsequent breach or breaches by
the Partner of the same or any of the other terms or
provisions of this Agreement at any subsequent time or
times.
3.32 Invalid provision:
The invalidity or
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unenforceability of any particular provision of this
Agreement shall not effect the other provisions hereof, and
this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
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3.33 Bindinq Effect:
This Agreement shall be binding
upon and shall enure to the benefit of the Partners and
their separate respective heirs, personal representatives
and assigns.
3 . 34 Further Acts and Documents:
The parties hereto
covenant and agree that they will execute any further
instruments and that they will perform any acts which are or
may become necessary to effectuate and to carryon the
partnership created by this Agreement.
3.35 Entire Aareement: This Agreement constitutes the
entire understanding and agreement between the parties with
regard to the subject matter hereof and supercedes any and
all other agreements with regard thereto.
This Agreement
may be amended at any time prior to the death of a Partner
by a written agreement executed by the parties hereto.
Modification or amendment of this Agreement shall be invalid
unless the same be in writing and signed by the parties
hereto.
3.36 Governinq Law:
This Agreement shall be construed
according to the laws of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereby have hereunto
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/V1ICHAEL S. TRAVIS'
.... ATTORNEY.AT LAW;.:
:"f
4076 MARKET STREET, SUITE 209
CAMP HILL, PA 17011
TE;'LEPHONE 17171 131.9502
FAX 17'7) 731.9511
July 28,2000
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, PA 17011
Re: PNC Bank v, Dorseyf.Maxton, et al.
Dear Craig:
Enclosed please fmd a schedule of distribution related to the proceeds of the Sheriff's
Sale conducted on December 8,1999, The schedule of distribution accounts for funds received
from the Sheriffless monies owed to Dennis and Jean Dorsey, A check for the balance of
proceeds to Glenda Maxton is enclosed in the amount of $366.46, It was not possible to issue a
schedule of distribution while the petition to set aside the sale was pending,
As the payment of these funds satisfies the par1nership claim for rents, suits No. 99-4983
and 4984 and Mr. Dorsey's suit against the par1nership for services, captioned No, 99-3179, I
propose that those claims together with the Maxton counterclaim be withdrawn by stipulation
satisfying an pending suits, TIlis, however, 'wuuld 1I0t be a waiver of rents owed by New Insights
Inc., or Glenda Maxton since the purchase of the property on December 8, 1999. Please advise if
this is agreeable.
Very truly yours,
MST/dt
Encl.: Distribution Schedule, proceeds check
pc: Dennis and Jean Dorsey
EXHIBIT "B"
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DORSEY-MAXTON ASSOCIATES
322 W, GREEN STREET
SHIREMANSTOWN, PA.17011
PHONE 717-761-3434
January 25. 2000
DISTRlBUTION OF FUNDS
CHECKBOOK BALANCE AS OF 1/26/2000........................ ......... ......... ...$3691 .84
1/26/00 DEPOSIT...PROCEEDS FROM SHERRIF'S SALE..........................$90,913.08
TOTAL CHECK BOOK BALANCE AFTER DEPOSiT..................... ..........$94,604.92
CHECK #944 TO GLENDA K, MAXTON DATED 1/26/00..,.........,..............$366.46
CHECK #945 TO DENNIS & JEAN DORSEY DATED ]/26/00..............:..,...$94,238.46
CHECKBOOK BALANCE AS OF 1/26/00.............................,.,.................$.00
BREAKDOWN
GLENDA K. MAXTON
$47,302.46
$38,612.00-
$4,000.00-
$1,000.00-
$3324.00-
DENN]S & JEAN DORSEY
V, EA. OF $94,604.92
Total Rents Due $77,224.
Personal Loan to Glenda
Total Loan Due from Glenda $2000.00
Glenda's Lein 98-6834 Paid Off
$47,302.46
$38,612.00+
$4,000.00+
$1,000.00+
$3,324.00+
$366.46 Ck. #944 Paid to Glenda K, Maxton
$94,238.46 Ck.#945 to
Dennis & Jean Dorsey
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GLENDA K, MAXTON,
PLAINTIFF
v,
JEAN O. DORSEY AND
DENNIS G, DORSEY,
DEFENDANTS
~_lQJ
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: 00-5618 EQUITY TERM
IN RE: PREJ..IMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT
BEFORE BAYLEY. J. AND HESS. J.
: ~ER OF COURT
b day of December, 2000, IT IS ORDERED that
/
AND NOW, this
defendants' preliminary objections to plaintiff's complaint, ARE DISMISSED.
Craig A. Diehl, Esquire
For Plaintiff
Michael S. Travis, Esquire
For Defendants
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
.
v.
.
,
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants.
.
.
: CIVIL ACI'lON - EQUITY
NOTICE
You have been sued in court. If you wish to defend a~t the claims set forth in the
following pages, you must take action within twenty (20) days after this Complaint and Notice
are servell, by entering a written appearance personally or by attorney and filing in writing with
the court your defense or objections to the claims set forth against you. You are wamed that if
you fail to do so, the case may proceed without you and judgment ma:y be entered against you by
the court without further notice for any money claimed in the Complamt or for any other claim
or relief requested by the Plaintiff. You may lose money or property or other rights important to
you,
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE
THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL
HELP.
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LmERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
EXHIBIT
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GLENDA K. MAXTON,
. Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
.
; NO. 00-5618 IN EQUITY
.
.
JEAN 0, DORSEY and
DENNIS G. DORSEY,
Defen.dants.
.
.
: CIVIL ACflON - EQUITY
ANSWER TO COMPLAINT,
NEW MATTERANJlCOUNTERCLAIM
1 - 2, Admitted,
3, Denied, Defendants aver that the partnership is dissolved, Plaintiff's Exhibit A
speaks for itself,
ANSWER TO
COUNT I - DISSOLUTIO~ OF PARTNERSHIP
4, Defendants incorporate the answers to Paragraphs I through 3 as though set forth
in full.
5, Denied, After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the plaintiff's complaint
Maxton wants to remove herself from the partnership, Denied that the Partnership Agreement
sets forth no specific term, By way offurther answer, paragraph 3.14 ttates that the partnership
shall be dissolved by the sale of all real property owned by it, which has occurred,
6. Admitted in part, Denied in part, Admitted that the partnership is dissolved by
sale of the partnership property, Denied that the partnership is dissolved by Maxton's express
will not to remain as a partner,
7, Denied, As previously stated, the partnership has been dissolved by the sale of the
partnership real estate, As to the allegations enumerated in Count Ill, they are denied generally
and as a conclusion of law, To the extent that they are not conclusions oflaw, the allegations are
denied specifically as answered below,
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WHEREFORE, Defendants Dennis and Jean Dorsey, request this Honorable Court
confirm that the partnership was dissolved on sale of the partnership property by Sheriff's Sale,
ANSWER TO
COUIt( n . ACCOUNTING
8, Defendants incorporate the answers of Paragraphs I through 7 for the
reasons indicated above,
9 A,) Denied generally and as a conclusion oflaw, It is denied that Maxton was
excluded from Partnership business and possession of partnership property by the Dorseys, Strict
proof is demanded at trial, if relevant. The avennent that Maxton is entitled to an accounting, is
denied as a conclusion oflaw,
9 B,) Admitted in part, Denied in part, An accounting of all partnership transactions is
provided for by the partnership agreement, By way of further answer, a true accounting has been
, provided to the Maxtons at all times relevant hereto, Denied the conclusion that Maxton is
entitled to an accounting because an accounting. as one has already been provided,
9 C,) Denied. Denied that testimony revealed at a prior trial that the Dorseys breached
their fiduciary duty to Maxton by paying personal debts and unauthorized expenditures with
partnership funds, Strict proof is demanded at trial,
10, Denied that Maxton is entitled to a fonnal accounting under 15 Pa,C,S,A. ~8334
and ~8335, generally and as a conclusion oflaw, The Partnership Agreement provides that an
accounting shall be made by the partnership's accountant, and be made available to all partners,
. which has already taken place, Additional financial statements are available only if decided upon
by all partners, pursuant to paragraph 1.8 of the agreement. The remaining avennents of
paragraph 10 are denied as conclusions oflaw, To the extent that they are not conclusions of
law, Maxton has never been excluded from partnership business and is therefore not entitled to
an accounting under 15 Pa,C.S,A. ~8334-5, Additionally, Maxton has always had full access to
all partnership records,
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WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court confirm that a true and accurate accounting of partnership affairs has already
taken place and that an accounting is not warranted under the circumstances as provided by the
Partnership Agreement,
ANSWER TO
COUN.'I ill - BREACH OF PARTNERSHIP AGREEMENT
II, Defendants incorporate the answers of Paragraphs 1 through 10 for the
reasons indicated above,
12, Admitted in part, denied in part, Admitted that a fiduciary relationship existed
between the parties, Denied the implication that the Dorseys were not pursuing a common goal
without self-dealing.
13, Denied that the Oorseys breached their fiduciary duties and intentionally and
willfully breached the Partnership Agreement in the following ways:
A,) Denied, After a reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit' or deny the allegations of the corresponding
paragraph of Plaintiff's Complaint and they deny the same, Strict proofis demanded at trial, if
relevant.
B,) Denied, It is specifically denied that the Dorseys failed to provide a true and
accurate accounting of all business transactions to Maxton, By way of further answer,
Defendants always provided complete details records of all transactions of the partnership, up
until the date of Sheriff's Sale on December 8, 1999, Accountant provided statements of the
Partnership were also provided pursuant to Paragraph 1,8 of the Partnership Agreement.
Following the sale the Dorseys provided a complete and accurate accounting of all transactions to
the very last payment out of the account.
C,) Denied. It is specifically denied that the Dorseys failed to allow Maxton to
conduct an inspection of the books and records of the partnership upon request, for the reasons
stated in Paragraph 13 B, By way of further answer, a copy of correspondence to Maxton's
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attorney providing record information is attached hereto as Exhibit A, By way of further answer,
Maxton was frequently asked to attend partnership meetings which she declined to do as she was
too busy with New Insights work for her husband,
D,) Denied, It is specifically denied that Defendants misappropriated partnership
funds by paying personal bills, Strict proof is demanded at trial,
E.) Denied. It'is specifically denied that Defendants exceeded the Partnership
Agreement by making expenditures without the consent of Maxton and incurring and paying
debts that exceeded $200,00 as set forth in the agreement, By way offurther answer, Maxton
abandoned and abdicated her role in bill payment in certain instances, forcing the Dorseys to
make payment of expenditures exceeding $200,00 in order to preserve partnership assets for the
benefit of all partners, By way of further answer, Defendant Jean Dorsey was charged with the
task of paying the partnership bills, had she not done so, Maxton could accuse Jean Dorsey of not
fulfilling her duties as a partner,
F,) Denied, After a reasonable investigation, answering Defendants are
without sufficient knowledge or information to admit or deny the allegations of the
corresponding paragraph of Plaintiff's Complaint and they deny the same. Strict proof is
demanded at trial if relevant.
Q, Denied, After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the corresponding
paragraph ofPlaintifI's Complaint and they deny the same. Strict proof is demanded at trial, if
relevant,
H, Denied. It is specifically denied that the Dorsey's failed toact as fiduciary
and Itrustee for the profits derived without the consent of Maxton from the proceeds of Sheriff's
Sale, By way of further answer, a schedule of distribution was provided to Maxton as provided
by the Partnership Agreement under Paragraph 13,14, subsequent to the sale of real estate, first to.
a) pay all partnership liabilities and expenses and obligations, b) to. equalize the partner's income
accounts, c) to. discharge the balance of the partner's inco.me accounts, d)equalize the Partner's
capital accounts and e) discharge the balance of the partner's capital acco.unts. A co.py of the
4
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letter confirming that this took place together with counsel's transmittal letter dated July 28,
2000 is attached to Plaintiff's Complaint as Exhibit B,
I, Denied, After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the corresponding
paragraph ofPlaintifI's Complaint and they deny the same. Strict proof is demanded at trial, if
relevant,
14, Denied, The Dorseys did not cause economic damage to Maxton, the Dorseys
were not aware that a bank approved finance could be executed by the mortgage holder. Denied
that the value of the property was S332,OOO,OO, the property sold at Sheriff's Sale for
$211,000.00 on December 8,1999. Denied that the mortgage balance was Sl15,OOO,OO, the time
frame of the alleged mortgage balance is not specified in plaintiff's complaint,
15, It is specifically denied that the Dorseys refused to refinance the property for the
reasons stated in Paragraph 14. It is specifically denied that the Dorseys created a financial
hostage situation, By way of further answer, it was Maxton who held the Dorseys fmancially
hostage by failing to payor force payment of rents for space occupied in the partnership building
by Maxton's husband, The failure to collect these rents created the situation where the
partnership could not pay its bills and led to foreclosure,
16. Denied, Proceeds were not taken from the Sheriff's Sale in favor of the Dorseys
in a self dealing manner. Following the sale of the partnership property, a schedule of
distribution was issued pursuant to the Partnership Agreement. The fact that the Dorseys
received a greater share of monies from the sale is only indicative that Maxton's share was
reduced to reflect monies owed to the Dorseys on Maxton's promise to pay the rents owed by her
husband's failing business,
17. Denied generally and as a conclusion of law, To the extent that the averment is
factual, it is denied for the reasons stated in paragraph 16, The remaining averments of the
corresponding paragraph of the complaint are denied as conclusions of law, By way of further
answer, if there was any bad faith, it was on the part of Maxton for creating a financial crisis
in the partnenhlp by permitting her husband to remain in the building without payment of
5
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rents to the detriment of all partners, ultimately leading to Sheriff's Sale of the only asset of
the partnership.
18, Denied that the deduction of rents as stated in Exhibit B, is unconscionable or
improper, MaXton repeatedly pledged any equity she had in the building as collateral for
forbearance on eviction of her husband from the building, By way of further answer, Maxton
fought against her husband's business being evicted for non-payment of rent and frequently
promised that she and her husband would find a suitable buyer for the building with sufficient
profits on sale to satisfactorily buy out the Dorsey interest, This buyer was never located causing
the crisis in the partnership, Further, the distribution referred to in Exhibit B of Plaintiff's
Complaint is issued pursuant to the Partnership Agreement.
19, It is specifically denied that the Dorseys actions were self-dealing either before or
after the Sheriff's Sale, causing incurrence of costs, attorney fees or loss of work to preserve her
equity as discussed in Paragraph 16- 18 above.
WHEREFORE, Defendants Dennis and lean Dorsey respectfully request that this
Honorable Court dismiss the claim of plaintiff, and award Defendants costs and attorney fees as
the Court may deem proper.
NEW MATTER
20, The Dorsey/Maxton Partnership rented space in the building at 320 Rear Bridge
Street, New Cumberland, PA, to New Insights, Inc,. a corporation owned by the Plaintiff's
husband, 10hn Maxton,
21, The company operated a drug and alcohol rehabilitation business out of the
premises,
22, In addition to space occupied by New Insights; Inc., rented space was utilized for
administrative offices which were occupied by Glenda and John Maxton,
23, When rents were not paid by New Insights, Ine" John Maxton or Glenda Maxton,
on behalf of the partnership, Jean Dorsey instituted suits for payment of those rents, docketed at
99-4983, for units #204, #206 and #208. Suit was also initiated for payment of rents, docketed at
6
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99-4984, for units #96, #98 and #200, Copies of those suits are attached hereto as Exhibits Band
C,
24, The amount of the past due rents at issue prior to Sheriff's Sale was $77,224,00.
25, After funds were received from the Sheriff after the Sheriff's Sale, the amounts
owed the Defendants were deducted from the Sheriff's Distribution as indicated at Exhibit B of
Plaintiff's Complaint.
26, Since the Sheriff's Sale on December 8, 1999, Plaintiff did continue to occupy
space in the building without payment of rents, A demand for the post sheriff's sale rents was
made on July 19,2000, a copy of counsel's transmittal letter is attached hereto as Exhibit D.
27, Glenda Maxton filed a Petition to Set Aside the Sheriff's Sale on December 17,
1999,
28, After a hearing on the matter, the Honorable Wesley J, Oler denied the Petition to
Set Aside the Sheriff's Sale,
29, Rents owing since the Sheriff's Sale date through the time when the Plaintiff and
New Insight moved from the building are $17,970,00, which has not been paid by the Plaintiff or
New Insights Inc,
30, Those suits should be joined in the interest of judicial economy, as the Court may
find that the partnership has not been dissolved under Plaintiff's Complaint and would be
appropriately set off against Plaintiff's claims,
31. In the event that the Court does not hear those claims at the same time, it is
believed and therefore averred, that, Plaintiff could receive a judgment, Defendants would be
forced to proceed against New Insights Inc" for rents it owed on the suits discussed at Paragraph
23, New Insights Inc, would file bankruptcy, as it has previously threatened, forever depriving
defendants of recovery of properly owed rents,
32, Payment of the outstanding rents owed by New Insights, Inc, led to the impasse in
the partnership and the inability of the partnership to pay its mortgage, causing the Sheriff's Sale
and dissolution,
33. It was the self-dealing and failure to be faithful to the partnership by Glenda
7
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Maxton in allowing her husband's business to remain in the building without payment of rent
which caused harm and ultimate dissolution by Sheriff's Sale,
34, In spite of Glenda Maxton's actions, the Defendants always acted in good faith in
attempting to resolve the partnership disputes,
35, Defendants never denied a request to review any partnership.documents made by
the Plaintiff,
36, From the beginning of the partnership, Defendant Jean Dorsey acted as managing
partner because it was job to keep the books in the partnership,
37, John Maxton, at a prior trial indicated that other than the impasse over rents, that
the Defendants were good partners, and that he wanted to fonn another partnership with them.
38, Defendants intend to add New Insights, Inc., as an indispensable party to the
action under Rule 2252 as it may be solely, liable for Plaintiff's cause of action, for failure to pay
the rents, by virtue of the relationship of John Maxton, husband, to the plaintiff, Glenda Maxton.
39, The Plaintiff has failed to state a claim for which relief may be granted,
WHEREFORE, Defendants respect judgment be granted in their favor, together with
interest, costs and attorney fees as the Court may allow,
COUNTERCLAIM
Jean O. Donev and DennisG. Donevv. Glenda K. Maxton
40, Dennis and Jean Dorsey are individuals, having purchased the real estate
located at 320 R. Bridge Street, New Cumberland, PA 17070, at Sheriff's Sale on December 8,
1999.
41. Plaintiff Glenda Maxton, and fonner partner in DorseylMaxton Associates,
occupied space in the building at 320 R. Bridge Street following the Sheriff's Sale on December
8, 1999 and refused to vacate the building following the sale or to pay rents,
42, New Insights, Inc., occupied space in the building at 320 R, Bridge Street,
following Sheriff's Sale on December 8, 1999 and refused to vacate the building following sale
or to pay rents.
43, The Defendants as partners in DorseylMaxton Associates, together with Glenda
Maxton, leased premises to the New Insights, Inc, who occupied units for patient treatment and
8
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administrative offices beginning on or about November of 1991. The rents have been paid until
November 1995. As stated in Complaints 99-4983 and 99-4984, after April 1995 New Insights
did not pay all rents due and owing,
44, The premises of this complaint are units #96, #98, #200, #204, #206 and #208 at
320 Bridge Street, Rear, New Cumberland, P A 17070,
45. Since 1995, when rents were not being paid by New Insights, Inc" Plaintiff,
Glenda Maxton stated that she would guarantee payment of those rents in exchange for
forbearance on the part of Jean and Dennis Dorsey her co-partners so that they would not evict
her husband and his business from the building,
46, Defendants did give that forbearance until 1999 when it became apparent that
John Maxton and New Insights, Inc, were not going to pay their rents which were substantially
mounting.
47, Between 1995 and 1999, Glenda Maxton repeatedly guaranteed payment of the
rents due by New Insights, Inc. from her share of partnership equity,
Count I
Contractual Indemnification
. 48, The averments of Paragraph 1 - 47 of the Answer, New Matter and Counterclaim
are incoIpOrated herein by reference thereto,
49, Glenda Maxton promised, guaranteed and agreed to indemnify payment of the
rents due from her equity in the partnershiIl' for any rents not Ilaid by her husband's business,
New Insights, !nc" the same amounts for which she now sues,
50, Rents have incurred since the Sheriff's Sale but prior to the Court issuing an order
to set aside the Sheriff's Sale for additional rents in the amount ofSl7, 970,00,
5 I, After demand, Plaintiff, Glenda Maxton has failed to pay these amounts due,
WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court grant judgment in their favor against the Plaintiff, Glenda Maxton, Should it be
determined that Plaintiff is entitled to recovery, Plaintiff's. claims should be offset by the rents
owed prior to Sheriff's Sale together with costs and attorneys fees as the Court may deem proper.
9
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,
Defendants also request that this Honorable Court grant judgment in their favor and Order
Glenda Maxton to pay the additional rents owed since Sheriffs Sale, in the amount of$17,970
through July of2000, by virtue of her promise to indemnify the Defendants together with interest
costs and attorneys fees as the Court may deem proper,
Count II
Alternative Count Ouantum Meruit
52, The averments of Paragraph I through 51 of the Answer, New Matter and
Counterclaim are incorporated by reference,
53. In the event that it is determined that no agreement existed in fact or law between
Plaintiff and Defendants to indemnify payment of rents for leased space, or that Glenda Maxton
herself did agree to pay for space occupied by herself and alleged in defendants counterclaim, the
Defendants allege the following.
54, Following th~ Sheriff's Sale until July of 2000, Glenda Maxton occupied space in
multiple units of the building at 320 R. Bridge Street, New Cumberland, PA refusing to vacate
the premises and refusing to pay rents which Defendants demanded as landlords.
55, By occupying these spaces, Defendants were unable to rent those spaces in the
ordinary course of their business,
56. The total market value of the space occupied without payment of rents is
$17,970,00
57, Plaintiff Glenda Maxton has refused to pay Defendants the amounts owed,
although the same is due, resulting in the Plaintiff becoming unjustly enriched at the Defendants'
expense.
58, Plaintiff Glenda Maxton has also been llI\iustly enriched personally by receiving
the benefits of rents which her husband's business should have paid to the Partnership.
WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court grant judgment in their favor against the Plaintiff, Glenda Maxton and Order
Glenda Maxton to pay the additional rents owed since Sheriff's Sale, in the amount of$17,970
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through July of 2000, by the doctrine of quantum meruit, plus interest, costs, and attorneys fees
and such other relief as the Court may deem proper,
Should Plaintiff be granted judgment on her Complaint, Defendants request that this
Honorable Court offset that judgment by the amounts Glenda Maxton has been unjustly enriched
by allowing her husband's business to remain the partnership building without payment of rents,
together with interest, costs and attorneys fees as the Court may deem proper,
Respectfully submitted,
Michael S, Travis
ID No, 77399
Attorney for Defendants
4076 Market Street, Suite 209
CampHill,PA 17011
(717) 731-9502
11
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ROBERT PETER IiLINE
Attorney & Counsellor at Law
331 Brldge Street. SuRe 350
Post Office Box 461
New Cumberland, Pennsylvania 17070-0461
(717) 770-2540
fax (717) 770-2553
May 10, 1999
~~;~$k1lQ)
Michael S, Travis, Esquire
4076 M~ket Street, Suite 209
Camp Hill, PA 17011
Re: DorseylMaxton Associates
Dear Mike:
In response to your letter of May 6, 1999, my client has never accepted any proceeds from
Gary or Jeannie Dorsey in regard to any alleged personal loan. If your clients have done business
with my client's husband's business venture, then I suppose they do need to address that matter
accordingly, However, please be advised that any attempt by your clients to impose any
individual liability upon my client will be vigorously defended,
In regard to your clients' demand against DorseylMaxton Associates for services
provided by Gary Dorsey, I am certain that you have advised your clients that Paragraph 1,9 of
the Partnership Agreement specifically precludes any partner from receiving any salary for
service rendered to the partnership. Therefore, absent the express approval of all of the partners,
your client is precluded from collecting any money for these alleged services rendered,
Thank you for providing me with Transaction Detail for 1997 and 1998, If YOll could,
please also provide me with the financial records of the partnership tor 1999 up to the present,
ROBERT PETER KLINE, ESQUIRE
RPK/srf
cc: Glenda Maxton
Gregory J, Katshir, Esquire
James M, Bach, Esquire
EXHIBIT
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MICHAEL S, TRAVIS
ATTOFlNEY AT LAw
..07. MARKET STAEET, SUI1't 20_
CAMP HILL, PA 17011
TELEPHONE (,.7) 721-.501
~/t.X (717. 731..511
October 19, 1999
Robert?, Kline;.Esqliire
331 Brldl~'Street, Suite 350
P.O, Box 461
New Cumberland, PA 17070-0461
..
RE: Dennis Dorsey v. Dorsey-Maxton Associates, No. 99-3179,
A.mended Complaint
Dear Robert:
Enclosed for service please find plaintiff's amended complaint in this matter,
Also enclosed please find a transaction detail for the partnership which you requested on
October 8, 1999, My clients request that you present the following items in possession of
Glenda MaXton:
· Bank records for any escrowed funds received since May I, 1999 by Glenda
Maxton for Apartment Unit No. 102
. Proof of any escrowed funds received from New Insights Inc, for rent arrears,
believed to be approxiinately $2,700.00/month since the landlord/tenant action began,
Lastly, the Sheriff's Sale date is fast approaching, Will we be receiving any more
information on a purchase offer from your client? Please advise.
Very truly yours,
~ ~;~~
Micha~ S, Travis
MSTIhm
Encl. .
pc: James M. Bach, Esquire J J
Gregory J, Katshir, Esquire
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JEANNIE DORSEY, DENNIS G. I
DORSEY AND GLENDA MAXTON t/a
DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SaIREMANSTOWN, PA 17011
Plaintiff (s) ,
IN THE COURT OJ!' COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
LANDLORD - TENANT
NO.
99-4983
CIVIL TERM
Vs.
I
JOHN AND GLENDA MAXTON
320 BRXDGB STREET, REAR I
NEW CUMBERLAND, PAt 17070 I
I
NEW XNSXGHTS, INC. I
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
Defendant(s)
VB.
GLENDA MAXTON
I
I
NOTICE
You have been sued in Court. If you WiBh to defend against
the claims set forth in the following pages, you must take action
promptly after this Petition, Order and Notice are served, by appearing
personally or by attorney at the hearing scheduled by the Court and
presenting to the Court your defenses or objections to the claims set
forth against you. You are warned that if you fail to do so the Court
may proceed without you and a judgment m~y be entered against you by
the Court, without further notice, for any money claimed in the
petition or for any other claim or relief requested by the Petitioner,
You may lose money or property or other rights important to you,
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
.2 LIBERTY AVENUE
CARLISLE, PA 17013
717-249-3166
EXHIBrr
13
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JEANNIE DORSEY, DENNIS G. .1
DORSEY AND GLENDA MAXTON t/a
DORSEY-MAXTON ASSOCIATES 1
322 W. GREEN STREET 1
SBIREMANSTOWN, PA 17011 1
''.IN THE ~OURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
LANDLORD - TENANT
Plaintiff (s) , 1
NO. 99-4983
CIVIL TERM
Vs.
JOHN AND GLENDA MAXTON
320 BRIDGE STREET, REAR
NEW CllMBERLAND, PA 17070
1
1
1
1
t
Defendant(s)
t
V/l.
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070 1
1
Defendant (s) 1
V/l.
GLENDA MAXTON
AMENDED COMPLAINT
FOR UNITS #204, #206 AND #208
AND NOW COMES the Plaintiff by its ATTORNEY JAMES M. BACH and
files the within Complaint:
1. Dorsey-Maxton Associates is a partnership existing under the
laws of the Commonwealth of Pennsylvania and having as its
principal address 322 West Green Street, Shiremanstown, PA
17011. The principals of thepa~tnership are Jeannie Dorsey,
Dennis Gary Dorsey and Glenda Maxton,
2, New Insights Inc., is a Pennsylvania Corporation having has
its principal place of business 320 R Bridge Street, New
CUmberland, PA 17070. The only shareholder in this
corporation is John Maxton, III and he resides at 413 16th
Street, New CUmberland, PA 17070,
3, The Plaintiff is a Landlord and the Defendant is a Tenant in
this case.
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4. The Plaintiff leased premises to the Defendant beginning on
or about January 1998. The rents have been paid by the
Defendant for the leased property up until April 1998. After
April 1998 the defendant.did not pay all rent due and owing.
The total amount of rent due and owing through August of 1999
is $25,325.00. (See Exhibit 'A')
5. The units of this complaint are ~nit8 #204, 206 and 208 at
320 Bridge Street, Rear, New CUmberland, PA 17070.
WHEREFORE, Plaintiff respectfully prays for a judgement in the
amount of $25,325.00 through August of 1999 and additional amounts-
thereafter, together with costs, interest, and possession.
DORSEY-MAXTON ASSOCIATES VS. NEW INSIGHTS, INC.
6. All prior paragraphs are incorporated herein by reference.
7. Alternatively, should this Court find that John Maxton and
Glenda Maxton, his wife are not individually liable for past
rents for these units, then Plaintiff requests that New
Insights, Inc. be found liable for all rents due and owing.
WHEREFORE, Plaintiff respectfully prays that a judgement be
entered in the amount $25.325.00 together with costs, interest, and
possession, against New Insights, Inc.
RESPECTFULLY SUMBITTED:
DATB/-tf- 22 - f I
J. S M. BACH, ATTORNBY A If
2 South Spo~ting Hill Road
Bchanic.burg, PA 17055
(7l7) 737-2033
I.D. # 18727
VERIFICATION
I verify that the statements made in this Amended Complaint are true
and correct. I understand that false statements herein made are
subject to penalties of 18 PA. C.S. Section 4904 relating to unsworn
falsification to authorities. '
. fa - ~2-9f
DATE
RSEY-MAXTON ASSOCIAT
YI JEANNIE DORSEY
"~~
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JEANNIE DORSEY, DENNIS G. I
DORSEY AND GLENDA MAXTON T/A
DORSEY-MAXTON ASSOCIATES I
322 W. GREEN STREET I
SHIREMANSTOWN, PA 17011 I
t
Plaintiff (s) , I
I
I
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
LANDLORD - TENANT
NO.
99-4984
CIVIl. TERM
VS.
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR I
NEW CUMBERLAND, PA 17070
Defendant(s) I
AMENDED COMPLAINT
FORONITS I 96, 198 AND 1200
AND NOW COMES the Plaintiff by its ATTORNEY JAMES M. BACH and
files the within Complaint:
1. Dorsey-Maxton Associates is a partnership existing under the
laws of the Commonwealth of Pennsylvania and having as its
principal address 322 West Green Street, Shiremanstown, PA
17011.
2. New Insights Inc., is a Pennsylvania Corporation having has
its principal place of business 320 R Bridge Street, New
CUmberland, PA 17070. The only shareholder in this
Corporation is John Maxton, III and he resides at 413 16th
Street, New CUmberland, PA 17070.
3. The Plaintiff is a Landlord and the Defendant is a Tenant in
this case.
4. The Plaintiff leased premises to the Defendant beginning on
or about November of 1991. The rents have been paid by the
Defendant for the leased property up until April 1995. After
April 1995 the Defendant has not paid all rent due and owing.
5. The total amount of rent due and owing through August of 1999
is $35,640.00. (See Exhibit 'A')
6. The premises of this complaint are Units #96,98 and 200 at
320 Bridge Street, Rear, New Cumberland, PA 17070.
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WHEREFORE, Plaintiff respectfully prays for a judgement in the
amount of $35,640.00 through August of 1999 and additional amounts
thereafter, together with costs, interest, and possession.
DATE: //-Z-,z -,?fY
,
RZSP CTFULLY SUMBITTBD:
q~
S M. BACH, ATTORNBY AT LAN
352 South Sporting Hill Road
Mechanicsburg, PA 17055
(717) 737-2033
I.D. # 18727
VERIFICATION
I verify that the statements made in this Complaint are true and
correct. I understand that false statements herein made are subject to
penalties of 18 PA. C.S. Section 4904, relating to unSWOrn
falsification to authorities.
jtf- 2;Z -0;9
DATB
SEY-MAXTON ASSOCIA S
I JEANNIE DORSEY
PIlJ''''~' o~
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MICHAEl. S. TRAVIS
ATTO"NET AT LAw
40". """"MET 8T"'CC". SUITe J!~
CA.,..,. HtLt.., P... '''011
TEI..E,.HOHC f71?1 7.'....oa
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July 19, 2000
Crais A. Diehl, E5qWre
3464 TrindJe Road
Camp Hill, PA 17011
Re: PNC Blink v. DorseylMa;rton
Dear Craig:
My clients are asking that Glenda Maxton, John Maxton, New Insights, Inc., and any of
its tenants voluntarily vacate the building at 320 Rear, Bridge Street by July 31, 2000. All
fumjJhings ofNcw Insights together with any commercial vending machines should also be
removed from the premises by that time.
Additionally, rents owed for the year 2000 are as follows:
Unit #96/981200 January -July - S 8,470.00
#208 January -June - S 3,000.00
#206 January - June - S 3,000.00
#204 January. July" $ 3,500.00
Total due:
S 17,970.00
This amount is due and payable immediately. I have no new infonnation regarding your
July 14, 2000, offer.
Vet)' truly yours,
MST/dt
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EXHIBIT
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GLENDA K. MAXTONt
PlIlndfr,
Y.
JEAN 0. DORSEY Ind
DENNIS G. DORsEY,
Ptf'eadlnb.
.. U\,JU"" AJ."'"
. IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 110-5618 IN EQurrv
CMLAcnON . EQUITY
VERIFICATION
1 veritY that the statcmcala mode in this An$wer. New Matter md Countcrcllim are true
and com:ct. r un~ that false statcmclib herein are IIIIde s~eet to the penalties of 18
P..c.s. Section 4904 relatUta to \IIlJWOJ'D flIJsificatiOll to lUthorities.
DATED: J(;J./J.~/dO
.
DATED: /~~fA/tJO
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GLENDA K. MAXTON, : IN THE COURT OF COMMON PLEAS OF
Plaintiff, : CUMBERLAND COUNTY. PENNSYLVANIA
.
.
v. : NO. 00..5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G: DORSEY, Defendants,
and JEAN O. DORSEY AND DENNIS
G. DORSEY Ua DORSEY-MAXTON
ASSOCIATES : CIVIL ACTION - EQUITY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants.
VERJFICA nON
I verify that the statements made in this Amended Complaint are true and correct. I
understand that false statements herein are made subject to the penalties of 18 Pa.C.S. Section
4904 relating to IUlswom falsification to authorities,
DATEDJ~? (f?~ 0 (
DATED:~ I
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is G. Dorsey ~
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GLENDA K. MAXTON, : IN THE COURT OF COMMON PLEAS OF
Plaintiff, : CUMBERLAND COUNTY, PENNSYLVANIA
v. : NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY, Defendants,
and JEAN O. DORSEY AND DENNIS
G. DORSEY tJa DORSEY-MAXTON
ASSOCIATES : CIVIL ACTION - EQUITY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants.
CERTIFICATE OF SERVICE
I, Michael S. Travis, certify that I have this day served a true and correct copy of the
foregoing document by first class mail, postage prepaid, on the following person, addressed as
follows:
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, P A 17011
Gregory J. Katshir, Esquire
900 Market Street
Lemoyne, PA 17043
Dated: qj,nlo/
4.
ael S. Travis
ill No. 77399
4076 Market Street, Suite 209
Camp Hill, PA 17011
(717)731-9502
Fax 731-9511
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Attorney for Defendants
Dennis and Jean Dorsey
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants,
: CIVIL ACTION - EQUITY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional 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 Complaint and Notice
are served, by entering a written appearance personally or by attorney and filing in writing with
the court your defense 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 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 TillS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE
THE OFFICE SET FORm BELOW TO FIND OUT WHERE YOU CAN GET LEGAL
HELP.
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LffiERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants,
.
: CIVIL ACTION - EQUITY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants.
COMPLAINT OF JEAN O. DORSEY AND DENNIS G. DORSEY
JOINING ADDITIONAL DEFENDANTS
AND NOW, comes Jean O. Dorsey and Dennis G. Dorsey, by and through their counsel
and files this Complaint against Additional Defendants, John Maxton and New Insights, Inc., as
follows:
1. Defendants Jean O. Dorsey and Dennis G. Dorsey are individuals currently
residing at 322 W. Green Street, Shiremanstown, Pennsylvania 17011.
2. Additional Defendant, New Insights, Inc., is a corporation, organized under the
laws of the Commonwealth, having its offices at 322 Market Street, Lemoyne, Cumberland
County, Pennsylvania 17043.
3. Additional Defendant, John Maxton is the sole shareholder of New Insights, Inc.,
residing at 413 16th Street, New Cumberland, Pennsylvania 17070.
4. Defendants Jean O. Dorsey and Dennis G. Dorsey, husband and wife, have been
named as Defendants in the above captioned litigation having been served a copy of the original
Complaint on August 16, 2000. A copy of the original Complaint is attached hereto and
incorporated in this Complaint as Exhibit 1.
5. Preliminary Objections ofthe Defendants were dismissed on December 6, 2000.
A copy of the Order of Court is attached hereto as Exhibit 2.
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6. An Answer, New Matter and Counterclaim were filed by Defendants and were
served on December 27,2000, a copy of which is attached hereto as Exhibit 3.
7. Joining Defendants were partners in the Partnership, Dorsey-Maxton Associates,
with Glenda Maxton, Plaintiff in subject pending litigation.
8. Additional Defendant, New Insights, Inc., rented space in the partnership building
at 320 R. Bridge Street, New Cumberland, PA, on or about November 1991 until the building
was sold at Sheriff's Sale on December 8, 1999, to Dennis and Jean Dorsey, Defendants herein.
9. Following the Sheriff's Sale, New Insights, Inc., continued to occupy space in the
building until June 2000.
10. New Insights, Inc., occupied space in units numbered 96, 98, 200, 204, 206 and
208.
11. New Insights, Inc., paid for space in the building until approximately 1995 when
it could no longer afford to pay its rent on a regular monthly basis.
12. John Maxton is the Husband of the Plaintiff, Glenda Maxton.
13. New Insights, Inc., began having problems paying its rent because it lost a
contract with the County of Cumberland because it did not maintain the standards required by the
County for treatment of drug and alcohol dependent individuals.
14. The failure of New Insights, Inc., to pay its rents which reached over $77,224.00
by the time of Sheriff's Sale in 1999 led to the financial crisis in the partnership Dorsey-Maxton
Associates.
15. Defendants Dennis and Jean Dorsey would never allow a tenant to remain in the
partnership property without payment of rents.
16. Defendants Dennis and Jean Dorsey only allowed New Insights, Inc., to remain in
the building without eviction because of the fiduciary relationship between New Insights, Inc.,
John Maxton and Glenda Maxton, and the promise of Glenda Maxton that the rents would be
paid by her husband's company or that if they were not that payment would be guaranteed by
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Glenda Maxton's equity share in the partnership.
17. The failure of New Insights, Inc., to pay its rents to the Dorsey-Maxton
Partnership was the cause of the partnership's difficulties which led to dissolution by Sheriff's
Sale on December 8, 1999.
18. Additional Defendant, New Insights, Inc., breached its contract to pay rents as
stated in the Complaints attached hereto as part of Exhibit 3 at B and C.
19. Rents owing since the Sheriff's Sale total $17,970.00 as stated in Exhibit 3 at D,
attached hereto.
20. The suits for rents should be heard together with this claim.
21. Afterrepeated demand, New Insights, Inc., has failed to pay these rents which are
due and owing.
22. New Insights Inc., has stated that it may file bankruptcy.
23. Should Plaintiff obtain a judgment against Defendants, they may be unable to
collect rents owed for the suits in Exhibit 3 at B and C if not heard together with the Plaintiff's
Complaint.
Count I Quantum Meruit
24. The averments of Paragraphs I through 23 are incorporated herein by reference.
25. By virtue of the relationship of John Maxton, owner of New Insights, Inc., acting
in a self-dealing manner with Glenda Maxton, Plaintiff herein, the two conspired to deprive the
partnership of rents it needed to operate the partnership.
26. When New Insights, Inc.'s fmancial position did not improve, it expected the
Dorseys only to pay for any shortfall in the equity and to be taken from the Dorsey side of the
partnership balance sheet, which is the same amount plaintiff now demands in her complaint.
27. New Insights, Inc., is responsible for any damages accruing to Glenda Maxton by
virtue of partnership dissolution for failure to pay its rents and otherwise interfering with the
partnership relationship.
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28. Additional Defendant, New Insights, Inc., has refused to pay the amount owed,
although the same is due, resulting in New Insights, Inc., becoming unjustly emiched at the
Defendants' expense.
29. Additional Defendant, John Maxton has refused to pay the amount owed,
although the same is due, and has been unjustly emiched at the Defendants' expense.
WHEREFORE, Defendants Dennis and Jean Dorsey respectfully request judgment in
their favor and against New Insights, Inc., and John Maxton in the amount of all past due rents,
plus additional profits and consequential damages that the partnership would have accrued to the
Defendants had New Insights, Inc., fulfilled its obligations and the partnership terminated
naturally, plus attorney fees, cost and other relief as the Court may deem proper.
Respectfully Submitted,
Michael S. Travis
Attorney for Defendants
Dennis and Jean Dorsey
ill No. 77399
4076 Market Street
Suite 209
Camp Hill, P A 17011
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
No.~O-5CoISf~
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
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 Complaint and Notice are
served, by entering a written appearance personally or by attorney and filing in writing with the court
your defense 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 judgment may be entered against you by the court without
further notice for any money claimed in the Complaint ot 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 LA WYERAT 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
OF THE CUMBERLAND COUNTY BAR ASSOCIATION
2 UBERTY A YR.
CARLISLE, P A 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
NO.
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
NOTICIA
Le han demandado a usted en la corte. Si usted qui ere defenderse de estas demandas
expuestas en las paginas siquinetes, usted tiene viente (2) 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 defenses 0 sus objectiones alas demandas en contra de su
persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden
contra usted sin privio aviso 0 notificacion y por cualquier queja 0 alivio que es pedido en la peticion
de demanda. Usted puede perder dinero a sus propiedades 0 otros derechos importantes para usted.
LLEVE ESTA DEMANDAA UN ABODAGO INMEDIATAMENTE. SINO TIE,NE
ABOGADO 0 SI TO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO,
V AYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION
SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE
CONSEGUlR ASISTENCIA LEGAL.
LAWYER REFERRAL SERVICE
OF THE CUMBERLAND COUNTY BAR ASSOCIATION
2 LIBERTY AVE.
CARLISLE, P A 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
NO.
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
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1. Plaintiff, Glenda K. Maxton (hereinafter "Maxton"), is an adult individ~[~Sidlii.g at ;4'r::l
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16th Street, New Cumberland, Pennsylvania 17070-1318. ::<. .-.l ~
COMPLAINT FOR PARTNERSHIP DISSOLUTION,
ACCOUNTING, AND DAMAGES
FOR BREACH OF PARTNERSHIP AGREEMENT
2. Defendants, Jean O. Dorsey and Dennis G. Dorsey (hereinafter "Dorseys"), are adult
individuals residing at 322 West GreeI:\ Street, Shiremanstown, Pennsylvania 17011-6521.
3. Maxton and Dorseys are partners in a general partnership known as Dorsey/Maxton
Associates. A true and correct copy of the Partnership Agreement is attached hereto as Exhibit "A"
and incorporated herein.
COUNT I - DISSOLUTION OF PARTNERSHIP
4. Paragraphs 1 through 3 above of Plaintiffs Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim.
5. Maxton expressly sets forth her will to remove herself as a partner in Dorsey/Maxton
Associates since the Partnership Agreement dictates no definite term or specifies no particular
undertaking.
tRUE COpy FROM RECORD
In Testimony Whereof. I here unto Set my haOO
and tile _~sa.ld ; at CarlIsle. Pa.
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6. By law, pursuant to 15 Pa.C.SA 98353(1)(ii), dissolution is caused by Maxton's express
will not to remain as a partner.
7. In the alternative, due to conduct exhibited by the Dorseys specifically enumerated in
Count III hereof, Maxton requests this Honorable Court, pursuant to 15 Pa.C.S.A. 98354(a)(4), to
decree a dissolution of the partnership known as DorseylMaxton Associates.
WHEREFORE, Plaintiff, Glenda K. Maxton, respectfully requests that this Honorable Court
enter a decree of dissolution of the partnership, DorseylMaxton Associates.
COUNT II - ACCOUNTING
8. Paragraphs 1 through 7 above of Plaintiffs Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim.
9. Maxton requests a fonnal accounting as to the partnership affairs for the following
reasons:
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A.) Maxton was wrongfully excluded from the partnership business and possession
of partnership property by the Dorseys;
B.) The right to a true accounting of all business transactions arising out of or
connected with the partnership business exists under the tenns of the Partnership
Agreement; and
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C.) Testimony at a prior trail revealed that Dorseys breached their fiduciary duty to
Maxton by paying personal debts and unauthorized expenditures with partnership
funds.
10. Pursuant to 15 Pa.C.S.A. 98334 and 98335, Maxton is entitled to a fonnal accounting
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as to the partnership affairs.
WHEREFORE, Plaintiff, Glenda K. Maxton, respectfully requests that this Honorable Court
enter an order entitling Maxton to a formal accounting of all Dorsey/Maxtol1 Associates records and
requiring Dorseys to bear all costs and attorney fees associated therewith.
COUNT III - BREACH OF PARTNERSHIP AGREEMENT
11. Paragraphs 1 through 10 above of Plaintiffs Complaint for Partnership Dissolution,
Accounting, and Damages for Breach of Partnership Agreement are incorporated herein as if fully
set forth verbatim.
12. Besides the fiduciary relationship that exists between partners, Maxton should have been
able to trust Dorseys and expect that they were pursuing a common goal without self-dealing.
13. Dorsey breached their fiduciary duties and intentionally and willfully breached the
Partnership Agreement as follows:
A.) Failed to be faithful to Maxton;
B.) Failed to provide a true account of all business transactions to Maxton;
C.) Failed to allow Maxton to conduct an inspection ofthe books and records of the
partnership upon request;
D.) Misappropriated partnership funds by paying personal bills;
E.) Exceeded the authority of the Partnership Agreement by making expenditures
without the consent of Maxton and incurred and paid debts that exceeded the $200.00
limit as set forth in the Partnership Agreement.
F.) Failed to act in good faith and a manner reasonably believed to be in or not
opposed to the best interests of the partnership;
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G.) Failed to adhere to the management provisions of the Partnership Agreement by
unilaterally making decisions effecting the policy and management of the partnership
and failing to allow Maxton her right to participate in the management;
H.) Failed to act as a fiduciary and trustee for the profits derived without the consent
of Maxton from the proceeds of the Sheriff Sale; and
1.) Acted in a manner of self-dealing and diverted partnership funds to their benefit
for improper purposes when disputes existed as to outstanding obligations.
14. Dorseys caused. significant economic damage to Maxton by refusing to execute
documents for a bank approved refinance when the property was appraised for Three Hundred
Thirty-Two Thousand and 00/100 ($332,000.00) Dollars and the sole mortgage holder was owed
approximately One Hundred Fifteen Thousand and 00/100 ($115,000.00) Dollars resulting in the
property being foreclosed upon.
15. Dorseys refusal to refinance the property was a direct breach of the Partnership
Agreement when they refused to settle other partnership disputes with Maxton unless she "gave in"
to their financial demands creating a financial hostage situation for Maxton.
16. Subsequent to the Sheriff Sale, Dorseys testified at a previous trial that the proceeds from
the Sheriff Sale were removed from the partnership bank account and deposited into their own
personal account, which is a clear violation of the Agreement and further substantiates their
continual methods of self-dealing.
17. Dorseys have unilaterally decided how to distribute the proceeds of the Sheriff Sale and
have flagrantly demonstrated bad faith on providing Maxton with a mere Three Hundred Sixty-Six
and 46/100 ($366.46) Dollars when Maxton's half of the Sheriff Sale proceeds is Forty-Five
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Thousand Four Hundred Fifty-Six Hundred and 54/100 ($45,456.54) Dollars. (See Attorney Travis's
letter attached hereto as Exhibit "B" and incorporated herein.)
18. Dorseys' deduction for rents owed on Exhibit "B" is unconscionable and improper in
that it is a willful disregard for offsetting the amount due Maxton by a debt owed by a corporation
that she does not even own.
19. Dorseys' self-dealing actions prior to the Sheriff Sale and subsequent to the Sheriff Sale
have caused Maxton to incur costs, attorney fees, and loss of work to preserve her equity position
in the partnership.
WHEREFORE, Plaintiff, Glenda K. Maxton, respectfully requests this Honorable Court to
award damages in excess of Thirty Thousand and 00/100 ($30,000.00) Dollars, attorney fees to
Maxton for the bad faith conduct by Dorseys, costs, interest and such other relief as this Court deems
just and equitable.
Respectfully submitted,
LAW OFFICES OF CRAIG A. DIEHL
Date:.-Au,ud II, ~OQO
By: CA~' t;:;1L
Craig . Diehl, Esquire
Supreme Court LD. No. 52801
3464 Trindle Road
Camp Hill, PA 17011
(717) 763-7613
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLV ANIA
v.
NO. .
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants
CIVIL ACTION - EQUITY
VERIFICATION
I, the undersigned, hereby verifY that the statements made in the foregoing document are true
and correct to the best of my knowledge, information and belief. I understand that the statements
herein are made subject to the penalties of 18 Pa.C.S. S 4904, relating to unsworn falsification to
authorities.
Date:~ \ \ \ 00
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GLENDA K. MAXTON, Plaintiff
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PARTNERSHIP AGREEMENT
THIS AGREEMENT, made and entered into in Harrisburg,
Pennsylvania , effective as of the ~ I
day of November,
1991, by and between JEAN DORSEY and GARY DORSEY,
-AND-
GLENDA MAXTON, hereinafter collectively referred to as
"Partners" and individually as "Partner".
WHEREAS, the parties hereto have agreed to form this
partnership, as hereinafter set forth, and have agreed that
it is in their best interest that this Partnership Agreement
be written so that the arrangements concerning the
operations of the partnership and the Partners' interest
herein be reduced to writing.
NOW, THEREFORE, in consideration of these promises, the
mutual promises of the parties and other good and valuable
consideration, the receipt and sufficiency of which is
mutually acknowledged and intending to be legally bound
hereby, it is covenanted and agreed by the parties as
follows:
EXHIBIT. "An
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ARTICLE I
Name and Place of Business
1.1 Name:
The parties do hereby form a partnership
entity under the name of DORSEY/MAXTON ASSOCIATES, to carry
on the business of owning, leasing, managing and improving
real estate and to engage in such other business enterprises
as from time to time might be agreed upon by and among the
Partners.
1.2 Office:
The office of the partnership shall be
located at 322 W. Green Street, Shiremanstown, Pennsylvania
17011, or at such other place as otherwise agreed upon by
the Partners.
1.3 Partnership Duties:
Each of the parties hereby
shall diligently employ himself in the business of the
partnership and be faithful to the other Partners in all
transactions relating to the partnership, and give, wherever
required, a true account of all business transactions
arising out of or connected with the partnership business.
That amount of time which shall be devoted by each Partner
to the partnership shall be mutually agreed upon by the
parties hereto, acknowledging that each Partner has business
interests other than his interests in this partnership. No
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Partner shall, without the written consent of other parties,
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1.4 Competition: Each Partner may have other business
interests and may engage in any other business or trade,
profession or employment whatsoever, for his own account,
and shall not be required to devote his entire time to the
business of the partnership.
1.5 Tenn:
The term of the partnership shall be from
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the date of execution of this Agreement, and shall continue
until terminated as hereinafter provided.
1.6 The Accountinq Period:
The fiscal year of the
partnership shall be the calendar year, that is, it shall
commence on January 1, and shall end December 31.
1.7 Partnership Books and Records:
Books and records
of the partnership shall be kept at the business office of
the partnership and shall, at all time, be open to the
inspection of any Partner. Every Partner shall cause to be
entered upon said books, a true and just account of all his
dealings, receipts and expenditures for and on behalf of
said partnership.
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1.8 Accountinq: Regular and accurate accounting shall
be made of the partnership business.
A true statement of
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condition and result of operation shall be prepared by the
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partnership's accountant, as soon as possible after the end
of the fiscal year, and will be made available to all
Partners. Financial statements shall be prepared other than
the end of the fiscal year, if decided upon by all of the
Partners.
1.9 Salaries:
Neither Partner shall receive any
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Partner may, from time to time, withdraw the credit balance
Each
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1.10 Interest:
No interest shall be paid on the
initial contributions to the capital of the partnership or
on any subsequent contributions of capital.
1.11 Authoritv of Partners:
Subject to the provisions
of Article II below, no Partner shall compromise or release
debts except upon full payment thereof, engage in any
unusual transactions, make any contracts for the partnership
account, use the partnership's name, credit or property for
other than partnership purposes, sign or endorse negotiable
papers in the partnership name, buy property in the
partnership name, sell partnership property, sign options,
deeds, mortgages and/or notes, or otherwise engage in any
activity by which the interests of the partnership shall be
impaired or prejudiced.
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1.12 Execution of Documents:
All deeds, mortgages,
notes, option leases or other conveyances must be signed by
all Partners.
Only one Partner need sign any business
property lease on behalf of the partnership.
1. 13 Title to Partnership Real and Personal Propertv:
Title to all property owned by the partnership, both real
and personal,
shall be in the name of Dorsey/Maxton
Associates.
ARTICLE II
Operation of Partnership Business
2.1 Vote:
Each Partner shall have the right to one
(1)
vote.
Any action taken under this partnership
Agreement, any action relating to the operation of the
partnership business, any changes or amendments of any terms
or conditions of this Partnership Agreement or any purchase
or sale of partnership property shall require an affirmative
vote of all Partners.
Once made, no Partner shall do any
act contrary to a decision made in accordance with this
paragraph.
2.2 Limited Authority of Partner:
Any Partner, on
behalf of the partnership, may purchase supplies, and all
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other items necessary to conduct the partnership business
and enter into contracts on behalf of the partnership,
subject to the limitation that he cannot, without prior
consent of the other partners, do so for an amount in excess
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of TWo Hundred and 00/100 Dollars ($200.00)
2.3 Indemnitv of Partnership:
The partnership shall
indemnify any of the Partners or he was or is a party or is
threatened to be made a party to any threatened, pending or
completed action,
suit or proceeding, whether civil,
criminal, administrative or investigative, as a result of
his being a Partner in the partnership against expenses,
judgment, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the partnership, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful;
except that no
indemnification shall be made in respect to any claim, issue
or matter as to which such person shall have been adjudged
to be liable for gross neglect or willful misconduct in the
performance of his duty to the partnership. Otherwise, the
terminatlon of any action, suit or proceeding by judgment,
order, . settlement, conviction, or upon a plea of nolo
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contendere or its equivalent, shall not, of itself, create'a
presumption that the Partner did not act in good faith and
in a manner which he. reasonably believed to be in or not
opposed to the best interests of the partnership, and with
respect to any criminal action or proceeding, had reasonable
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Expenses
incurred in defending a civil or criminal action, suit or
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receipt of any undertaking by or on behalf of the Partner to
repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the partnership as
authorized in this Article.
ARTICLE III
Profits and/or Losses. Withdraws and Contribution
To Capital
3.1 Capital Contribution: The original capital of the
partnership shall consist of One Hundred Forty Thousand
Dollars ($140,000.00) contributed in equal parts by the
Partners, reflective of the fifty (50%) investment of each.
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3.2 Future Capital Contributions:
If at any time or
times hereafter, the Partners should determine that further
capital is required in the interest of the partnership and
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that the capital of the partnership should be increased, the
additional capital shall be contributed by the Partners in
their respective percentages set forth, fifty percent (50%)
each.
No interest shall be paid on the initial or on any
subsequent contributions to the capital of.the partnership.
3.3 Profits and Losses:
Each Partner shares
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the profit and/or loss arising in the sale of
partnership property shall be as follows:
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Gary Dorsey and Jean Dorsey 50%
Glenda Maxton 50%
3.3..a.
Gary Dorsey and Jean Dorsey shall own. their
fifty percent (50%) of the partnership as tenants by the
entireties.
3.4 Reallocation of Retirinq Partners' Interest: Upon
the retirement or death of a Partner, the percentage
interest of the retiring or deceased Partner as concerns in
partnership profits or losses shall be reallocated among the
remaining Partners in the same proportion that each of the
remaining Partners I percentage points bears to the total
percentage points of all the remaining Partners.
3.5 Draws:
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the percentage of capital. contribution of the individual
Partner. Under no circumstance shall a Partner be entitled
to withdraw of other than that withdraw specified herein.
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3.6 Loans In Lieu of contribution to Capital:
i: Notwithstanding the provisions of Article III, Paragraph
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3.2 above, to the contrary, and any Partner, with the
consent of the others, may loan funds to the partnership in
lieu of making capital contributions thereto.
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The Partners shall, by
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interest to be paid, if any, and the terms of repayment.
Once decided, the terms and conditions of said loan shall be
incorporated into a Promissory Note, personally executed by
all Partners and delivered to the lending Partner.
3.7 Remaininq Credit:
Any credit remaining on the
individual income accounts at the end of each calendar year
shall not be transferred to the individual capital accounts
of the respective Partners, but shall remain in the
individual income accounts of the Partners.
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3.8 Administration of the Partnership:
Bank Accounts:
The partnership shall maintain a
bank account or bank accounts in such bank or banks as may
be determined by the Partners; checks shall be drawn on the
partnership bank account and deposits and withdraws in any
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partnership savings account for partnership purposes upon
the signature of Glenda Maxton and Jean Dorsey.
3.9 Capital Accounts:
A separate capital account
shall be maintained for each Partner. Neither Partner shall
withdraw any part of his capital account.
If the capital
account of a Partner becomes impaired, his share of
subsequent partnership profits shall be first credited to
his capital account until that account has been restored,
before such profits are credited to his income account.
3.10 Income Accounts:
A separate income account shall
be maintained for each Partner. The net profits and losses
of the partnership shall be divided and borne equally
between the Partners.
Partnership profits and losses shall
be charged or credited to the separate income account of
each Partner.
If a Partner has no credit balance in his
income account, losses shall be charged to his capital
account.
3.11 Passive Losses/Passive Gains:
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Passive losses and
passive gains shall be charged equally to the Partners I
capital accounts.
3.12 Gross Rental Account:
A portion of the gross
rental property income equal to the monthly mortgage
payment, taxes, water, sewer, efectric, trash collection,
maintenance and any other period expenses will be deposited
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in an account at a bank agreed to by the Partners, under the
name of Dorsey/Maxton Associates and checks for said
expenses will be signed by Glenda Maxton and Jean Dorsey.
3.13 Manaqement:
The management and conduct of the
business shall be vested in all Partners equally. All
decisions effecting the policy and management of the
partnership, including the drawing accounts and compensation
of Partnership, and the control, employment, compensation
and discharge of employees shall be made on behalf of the
partnership by the Partners.
Except as provided in
Paragraph 3.8, no Partner, shall,
on behalf of the
partnership, borrow or lend money or make delivery, accept
or endorse any co:mmercial paper, or execute any mortgage
security agreement, bond or lease or purchase or contract to
purchase any property tor the partnership, or sell or
contract to sell any property of the partnership, without
the consent of the Partners.
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3.14 Termination of Partnership:
The partnership may
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be dissolved at any time by agreement of the Partners, in
which event, the Partners shall proceed with reasonable
promptness to sell the real and personal property owned by
the partnership and to liquidate its business. The
partnership shall be dissolved also by the sale of all real
property owned by it.
Upon dissolution, the assets of the
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partnership business shall be used and distributed in the
following order: (a) to payor provide for the payment of
all partnership liabilities and liquidating expenses and
obligations; (b) to equalize the Partners' income accounts;
(c) to discharge the balance of the Partners I income
accounts; (d) to equalize the Partners I capital accounts;
and (e) to discharge the balance of the Partners' capital
accounts.
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3.15 Retirement/Withdraw:
Notice, Purchase
(a)
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option.
No Partner may retire or withdraw from the
partnership or sell an interest in his share of the
partnership for a period of five (5) years from the date of
this Agreement unless all the Partners agree in writing.
After five (5) years from the date of this Agreement, any
Partner shall have the right to retire or withdraw from the
partnership at the end of any fiscal year. Written notice
of intention to retire or withdraw shall be served upon the
other Partners at the office of the partnership at least
three (3) months before the end of the fiscal. year. The
retirement or withdrawal of any Partner shall have no effect
upon the continuance of the partnership business. The
remaining Partners shall have the right of first refusal
ei ther to purchase the retiring or withdrawing Partner I s
interest in the partnership; approve a third party buyer who
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shall be identified by the retiring or withdrawing Partner
in writing including the name of the person to whom he
intends to sell, transfer or dispose of his interest, and
the price and terms of the sale; or if no third party buyer
is suitable and approved by the remaining Partners to
terminate and liquidate the partnership business.
remaining Partners elect to purchase the interest of the
If the
retiring Partner, they shall serve notice in writing of such
election upon the retiring Partner at the office of the
partnership within two (2) months after receipt of his
notice of intention to retire.
In the event the remaining
Partners elect to purchase the Partners' interest, the value
of the withdrawing Partner's interest shall be ascertained
in accordance with the provisions of paragraph 3.1.
3.16 Appraisal of certain Partnership Properties: All
partnership assets shall be valued at book value as
determined by the accountant regularly employed by the
partnership, except that the appraised value of machinery,
equipment and real property shall be substituted for book
value.
The difference between the total appraised value of
machinery and real property and its total depreciated book
value shall increase or decrease the partner's capital
accounts in the proportions of their interests
in profits
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or losses of the partnership specified in Article III. The
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appraised value of partnersh~p rea es a e
determined as of the date of retirement, withdraw or death
of the Partner, and shall be made by an appraisers elected
by agreement between the continuing Partners and the
withdrawing Partner or the personal representative of the
deceased Partner.
No value shall be attributed to
partnership good will in the appraisal made under this sub-
section,
3.17 Liquidation:
If the remaining Partners do not
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withdrawing Partner, or no suitable buyer is found, the
Partners shall proceed with reasonable promptness to sell
the real and personal property owned by the partnership and
to liquidate its business.
The procedure as to liquidation
a~d distribution of the assets of the partnership business
shall be the same as stated in Section 3.14 with reference
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to voluntary termination.
3.18 Sale of Partnership Interest: No Partner may sell
or transfer all or any part of his interest in the
partnership for a period of five (5) years from the date of
this Agreement, unless all parties agree in writing. If, in
the event a Partner wishes to withdraw or retire, the
remaining Partners shall have the right of first refusal.
Thereafter, no Partner shall sell, transfer or otherwise
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dispose of all or any part of his partnership interest
without first obtaining written approval of the remaining
Partners, including the name of the person to whom he
intends to sell, transfer, or dispose of his interest, and
If no suitable
the prices and terms of any proposed sale.
buyer is found, then the partnership shall proceed under
section 3.19.
3.19 Death:
(a) Purchase option.
Upon the death of
either Partner, the surviving Partner shall have the right
to either purchase the interest of the decedent in the
partnership or to terminate and liquidate the partnership
business.
If the surviving Partner elects to purchase the
decedent I S interest, he shall serve notice in writing of
such election, within three (3) months after the death of
the decedent, upon the decedent's executor or. admini.strator,
or, if at the time of such election, no legal representative
has been appointed, upon anyone of the decedent's known
legal heirs at such heir's last known address.
(b) In the event that the surviving Partners elect
to purchase the deceased Partner's interest, the estate of
the deceased Partner,
or thereafter the beneficiaries
thereof, shall submit to the surviving Partners an offer to
sell the deceased Partner's partnership interest, upon such
terms and conditions as are acceptable to the estate or the
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beneficiaries.
If the surviving Partners elect not to
purchase the tendered partnership interest upon the terms
and conditions submitted, or if negotiated terms and
conditions of sale are not agreed to within sixty (60) days
from the tender to the surviving Partners, then the deceased
Partner's interest in all the partnership's assets shall be
valued by a mutually acceptable appraiser.
In the absence
of agreement, the deceased Partner's estate and the
surviving Partners shall each select an appraiser, and the
two appraisers so selected shall appoint a third appraiser.
The appraisers so selected shall agree upon the fair market
value of all partnership assets.
Thereafter, the value of
all partnership liabilities applicable to the partnership
assets shall be deducted from the appraised value of the
assets to reach a "net value" for the entire partnership.
The decision of the appraiser or appraisers, as the case may
be, as to the value of the assets of the partnership shall
be conclusive and binding upon all interested parties. The
expense of any appraisal conducted hereunder shall be borne
by the partnership.
(c) For purposes of determining the applicable
partnership liabilities, the latest financial statement for
the partnership, adjusted by transactions occurring since
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the date of such partnership financial statement, shall be
binding upon all interested parties.
(d) If a partnership interest is purchased
pursuant to the provisions of this Paragraph 3.19, the
surviving Partners or Partner acquiring. the partnership
interest shall, at the election of the surviving Partners,
make payment for the partnership interest either in cash
within thirty (30) days of a determination of the value of
the partnership interest, or, in four (4) equal annual
installments, the first such installment to be paid within
thirty (30) days from a final determination of the value of
the partnership and the remaining installments to be paid
each succeeding year on the anniversary date of payment of
the first installment.
If the four year pay-out method is
. elected, the surviving Partner shall pay interest at the
rate of the national prime rate of ten percent (10%) on the
total balance, minus two percent (2%) or eight percent (8%)
on the unpaid principal balance remaining during the
applicable year, said interest to commence with payment of
th~ first installment.
3.20 Liquidation:
If the surviving Partner does not
elect to purchase the decedent's
interest in the
partnership, he shall proceed with reasonable promptness to
sell the real and personal property owned by the partnership
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and to liquidate its business.
The surviving Partner and
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the estate of the deceased Partner shall share equally in
the profits and losses of the business during the period of
liquidation, except that the decedent's estate shall not be
liable for losses in excess of the decedent I s interest in
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the partnership at the time of his death.
No compensation
shall be paid to the surviving Partner for his services in
liquidation.
Except as otherwise stated in this Agreement,
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the procedure for liquidation and distribution of the assets
of the partnership shall be the same as stated in Section
3.14 with reference to voluntary termination.
. The Partners, for themsel ves, their heirs, personal
representatives, successors and assigns, hereby agree that
the method of valuing the partnership assets herein provided
shall be the. sole, exclusive and, binding method upon all
parties and partnership interest, and hereby waive the right
to have such asset valuation determined in a court or any
other judicial forum.
3.21 Balance of Individual Income Accounts: The
balance in the individual income accounts of a withdrawing
or deceased Partner is not to be treated as an obligation of
the partnership to the Partner or an obligation of the
Partner to the partnership.
Any amount owed, whether to
Partner or to partnership, as reflected in the individual
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income amount of a withdrawing or deceased Partner, shall be
paid within thirty (30) days after the draw or death of such
Partner.
3.22 Expeditious Determination of Valuation: The
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that they will proceed as expeditiously as possible in
determining the value of the interest of the withdrawing or
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above section in this Agreement.
3.23 Income Tax Incidence of Pavrnents:
It is the
intention of the parties that all amounts payable under this
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interest of a deceased Partner shall constitute payment for
the interest of the Partner and partnership property.
payment shall be considered a distribution of partnership
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property under 739 (b) of the Internal Revenue Code to the
extent allowable herein.
3.24 Gains or Losses: Any gain or loss on disposition
of partnership property that is in the process of
liquidation shall be credited or charged to the Partners in
the proportion of their interest in the partnership. Any
property distributed in kind and/or liquidation shall be
valued and treated as though the property was sold and the
cash proceeds were distributed.
The difference between the
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value of property distributed in kind and its book value
shall be treated as a gain or loss on the sale of the
property and shall be credited or charged to the Partners in
the proportions of their interest in profits and losses as
specified above.
3.25 Balance Owed Bv a Partner:
Should any Partner
have a debt balance in his capital account, whether by
reason of losses in liquidating partnership assets or
otherwise, the debt balance shall represent an Obligation
from him to the other Partners, to be paid in cash within
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thirty (30) days after a written demand by the other
Partners.
3.26 Arbitration:
If any controversy or claim arising
out of this Partnership Agreement cannot be settled by the
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Partners in accordance with all the terms and provisions of
this Agreement, the controversy of work claim shall be
settled by arbitration in accordance with the Rules of the
American Arbitration Association.
Then, in effect, and
judgment on the award may be entered in any Court having
jurisdiction.
3.27 Assiqnment:
This assignment and the rights,
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duties and obligations provided hereunder are personal to
the parties hereto and no party may assign or delegate any
of the rights, duties and obligations hereunder.
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3.28 Survival:
Notwithstanding termination of the
partnership hereunder, this Agreement shall survive for the
purpose of enforcing the duties and obligations of the
respective parties subsequent'to said termination.
3.29 Notices:
Any and all notices or other
communications provided for herein shall be given in writing
by registered or certified mail, return receipt requested,
which shall be addressed to a Partner's last and usual place
of residence.
3.30 Amendments:
Amendments to the within Partnership
Agreement shall only be made in writing by agreement of all
the parties hereto.
3.31 Waiver of Breach: The waiver of any Partner of a
breach of any of the terms or provisions of this Agreement
at any time or times shall not be deemed or construed to
constitute a waiver of any subsequent breach or breaches by
the Partner of the same or any of the other terms or
provisions of this Agreement at any subsequent time or
times.
3.32 Invalid
provision:
invalidity
The
or
unenforceability of any particular provision of this
Agreement shall not effect the other provisions hereof, and
this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
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3.33 Bindina Effect:
This Agreement shall be binding
upon and shall enure to the benefit of the Partners and
their separate respective heirs, personal representatives
and assigns.
3 . 34 Further Acts and Documents:
The parties hereto
covenant and agree that they will execute any further
instruments and that they will perform any acts which are or
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3.35 Entire Aqreement:
This Agreement constitutes the
entire understanding and agreement between the parties with
regard to the subject matter hereof and supercedes any and
all other agreements with regard thereto.
This Agreement
may be amended at any time prior to the death of a Partner
by a written agreement executed by the parties hereto.
Modification or amendment of this Agreement shall be invalid
unless the same be in writing and signed by the parties
hereto.
3.36 Governinq Law:
This Agreement shall be construed
according to the laws of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereby have hereunto
set their hands and seals the day and year first above
written.
WITNESS:
JEAN DORSEY
~~
GARY DORSEY
GLENDA MAXTON
23
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tv1ICHAEL S. TRAVIS.
.....ATTORNEY.AT LAW~..-_
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4076 MARKET STRE:ET, SUITE 209
CAMP HILL, PA 17011
TELEPHONE (717) 7,31.9502
FAX (717) 731-9511
July 28,2000
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, PA 17011
Re: PNC Bank v. DorseylMaxton, et a!.
Dear Craig:
Enclosed please fmd a schedule of distribution related to the proceeds of the Sheriff's
Sale conducted on December 8, 1999. The schedule of distribution accounts for funds received
from the Sheriff less monies owed to Dennis and Jean Dorsey. A check for the balance of
proceeds to Glenda Maxton is enclosed in the amount of $366.46. It was not possible to issue a
schedule of distribution while the petition to set aside the sale was pending.
As the payment of these funds satisfies the pal1nership claim for rents, suits No. 99-4983
and 4984 and Mr. Dorsey's suit against the pal1nership for services, captioned No. 99-3179, I
propose that those claims together with the Maxton counterclaim be withdrawn by stipulation
satisfying an pending suits. Tly~S, howevt:i, 'wuuld not be a waiver ofIents ovved by New Insights
Inc., or Glenda Maxton since the purchase of the property on December 8, 1999. Please advise if
this is agreeable.
Very truly yours,
,?/
MST/dt
Enc!.: Distribution Schedule, proceeds check
pc: Dennis and Jean Dorsey
EXHIBIT "B"
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DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SHIREMANSTOWN, PA.17011
PHONE 717-761-3434
January 25.2000
DISTRlBUTION OF FUNDS
CHECKBOOK BALANCE AS OF 1/26/2000............ ............ .................. ...$3691.84
1/26/00 DEPOSIT...PROCEEDS FROM SHERRIF'S SALE..........................$90,913.08
TOTAL CHECK BOOK BALANCE AFTER DEPOSIT............................. ..$94,604.92
CHECK #944 TO GLENDA K. MAXTON DATED J/26/00...........................$366.46
CHECK #945 TO DENNIS & JEAN DORSEY DATED 1/26/00.....................$94,238.46
CHECKBOOK BALANCE AS OF 1/26/00.................................................$.00
BREAKDOWN
GLEN'DA K. MAXTON
DENNIS & JEAN DORSEY
$47,302.46
$38,612.00-
$4,000.00-
$1,000.00-
$3324.00-
Y, EA. OF $94,604.92
Total Rents Due $77,224.
Personal Loan to Glenda
Total Loan Due from Glenda $2000.00
Glenda's Lein 98-6834 Paid Off
$47,302.46
$38,612.00+
$4,000.00+
$1,000.00+
$3,324.00+
$366.46 Ck. #944 Paid to Glenda K. Maxton
$94,238.46 Ck.#945 to
Dennis & Jean Dorsey
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GLENDA K. MAXTON,
PLAINTIFF
V.
JEAN O. DORSEY AND
DENNIS G. DORSEY,
DEFENDANTS
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: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: 00-5618 EQUITY TERM
IN RE: PREL.IMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT
BEFORE BAYLEY. J. AND HESS. J.
. ~ER OF COURT
b day of December, 2000, IT IS ORDERED that
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AND NOW, this
defendants' preliminary objections to plaintiff's complaint, ARE DISMISSED.
Craig A. Diehl, Esquire
For Plaintiff
Michael S. Travis, Esquire
For Defendants
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants.
.
: CIVIL ACTION - EQUITY
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 Complaint and Notice
are served, by entering a written appearance personally or by attorney and filing in writing with
the court your defense 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 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 TIllS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE
THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL
HELP.
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LmERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLV ANlA
v.
.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defen.dants.
.
: CIVIL ACTION - EQUITY
ANSWER TO COMPLAINT,
NEW MATTER AND COUNTERCLAIM
1 - 2. Admitted.
3. Denied. Defendants aver that the partnership is dissolved. Plaintiff's Exhibit A
speaks for itself.
ANSWER TO
COUNT I - DISSOLUTION OF PARTNERSHIP
4. Defendants incorporate the answers to Paragraphs 1 through 3 as though set forth
in full.
5. Denied. After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the plaintiff's complaint
Maxton wants to remove herself from the partnership. Denied that the Partnership Agreement
sets forth no specific term. By way of further answer, paragraph 3.14 ~tates that the partnership
shall be dissolved by the sale of all real property owned by it, which has occurred.
6. Admitted in part, Denied in part. Admitted that the partnership is dissolved by
sale of the partnership property. Denied that the partnership is dissolved by Maxton's express
will not to remain as a partner.
7. Denied. As previously stated, the partnership has been dissolved by the sale of the
partnership real estate. As to the allegations enumerated in Count ill, they are denied generally
and as a conclusion oflaw. To the extent that they are not conclusions of law, the allegations are
denied specifically as answered below.
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WHEREFORE, Defendants Dennis and Jean Dorsey, request this Honorable Court
confirm that the partnership was dissolved on sale of the partnership property by Sheriff's Sale.
ANSWER TO
COUNT IT - ACCOUNTING
8. Defendants incorporate the answers of Paragraphs I through 7 for the
reasons indicated lIbove.
9 A.) Denied generally and as a conclusion oflaw. It is denied that Maxton was
excluded from Partnership business and possession of partnership property by the Dorseys. Strict
proof is demanded at trial, if relevant. The averment that Maxton is entitled to an accounting, is
denied as a conclusion of law.
9 B.) Admitted in part, Denied in part. An accounting of all partnership transactions is
provided for by the partnership agreement. By way of further answer, a true accounting has been
provided to the Maxtons at all times relevant hereto. Denied the conclusion that Maxton is
entitled to an accounting because an accounting, as one has already been provided.
9 C.) Denied, Denied that testimony revealed at a prior trial that the Dorseys breached
their fiduciary duty to Maxton by paying personal debts and unauthorized expenditures with
partnership funds. Strict proof is demanded at trial.
10. Denied that Maxton is entitled to a formal accounting under 15 Pa.C.S.A. ~8334
and ~8335, generally and as a conclusion oflaw. The Partnership Agreement provides that an
accounting shall be made by the partnership's accountant, and be made available to all partners,
which has already taken place. Additional fmancial statements are available only if decided upon
by all partners, pursuant to paragraph 1.8 of the agreement. The remaining averments of
paragraph 10 are denied as conclusions oflaw. To the extent that they are not conclusions of
law, Maxton has never been excluded from partnership business and is therefore not entitled to
an accounting under 15 Pa.C.S.A. ~8334-5. Additionally, Maxton has always had full access to
all partnership records.
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WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court confirm that a true and accurate accounting of partnership affairs has already
taken place and that an accounting is not warranted under the circumstances as provided by the
Partnership Agreement.
ANSWER TO
COUNT m - BREACH OF PARTNERSHIP AGREEMENT
I I. Defendants incorporate the answers of Paragraphs I through 10 for the
reasons indicated above.
12. Admitted in part, denied in part. Admitted that a fiduciary relationship existed
between the parties. Denied the implication that the Dorseys were not pursuing a cornmon goal
without self-dealing.
13. Denied that the borseys breached their fiduciary duties and intentionally and
wiIlfully breached the Partnership Agreement in the following ways:
A.) Denied. After a reasonable investigation, answering Defendants are without
sufficient knowledge or information to admif or deny the allegations of the corresponding
paragraph of Plaintiff's Complaint and they deny the same. Strict proof is demanded at trial, if
relevant.
B.) Denied. It is specifically denied that the Dorseys failed to provide a true and
accurate accounting of all business transactions to Maxton. By way of further answer,
Defendants always provided complete details records of all transactions of the partnership, up
until the date of Sheriff's Sale on December 8, 1999. Accountant provided statements of the
Partnership were also provided pursuant to Paragraph 1.8 of the Partnership Agreement.
Following the sale the Dorseys provided a complete and accurate accounting of all transactions to
the very last payment out of the account.
C.) Denied. It is specifically denied that the Dorseys failed to allow Maxton to
conduct an inspection of the books and records of the partnership upon request, for the reasons
stated in Paragraph I3 B. By way of further answer, a copy of correspondence to Maxton's
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llttomey providing record information is attached hereto as Exhibit A. By way of further answer,
Maxton was frequently asked to attend partnership meetings which she declined to do as she was
too busy with New Insights work for her husband.
D.) Denied. It is specifically denied that Defendants misappropriated partnership
funds by paying personal bills. Strict proof is demanded at trial.
E.) Denied. It is specifically denied that Defendants exceeded the Partnership
Agreement by making expenditures without the consent of Maxton and incurring and paying
debts that exceeded $200.00 as set forth in the agreement. By way of further answer, Maxton
llbandoned and abdicated her role in bill payment in certain instances, forcing the Dorseys to
make payment of expenditures exceeding $200.00 in order to preserve partnership assets for the
benefit ofall partners. By way of further answer, Defendant Jean Dorsey was charged with the
task of paying the partnership bills, had she not done so, Maxton could accuse Jean Dorsey of not
fulfilling her duties as a partner.
F.) Denied. After a reasonable investigation, answering Defendants are
without sufficient knowledge or information to admit or deny the allegations of the
corresponding paragraph of Plaintiff's Complaint and they deny the same. Strict proof is
demanded at trial if relevant.
G. Denied. After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the corresponding
paragraph of Plaintiff's Complaint and they deny the same. Strict proof is demanded at trial, if
relevant.
H. Denied. It is specifically denied that the Dorsey's failed to act as fiduciary
and trustee for the profits derived without the consent of Maxton from the proceeds of Sheriff's
Sale. By way offurther answer, a schedule of distribution was provided to Maxton as provided
by the Partnership Agreement under Paragraph 13 .14, subsequent to the sale of real estate, first to
a) pay all partnership liabilities and expenses and obligations, b) to equalize the partner's income
accounts, c) to discharge the balance of the partner's income accounts, d)equalize the Partner's
capital accounts and e) discharge the balance of the partner's capital accounts. A copy of the
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letter confinning that this took place together with counsel's transmittal letter dated July 28,
2000 is attached to Plaintiffs Complaint as Exhibit B.
I. Denied. After reasonable investigation, answering Defendants are without
sufficient knowledge or information to admit or deny the allegations of the corresponding
paragraph of Plaintiffs Complaint and they deny the same. Strict proof is demanded at trial, if
relevant.
14. Denied. The Dorseys did not cause economic damage to Maxton, the Dorseys
were not aware that a bank approved finance could be executed by the mortgage holder. Denied
that the value of the property was $332,000.00, the property sold at Sheriff's Sale for
$211,000.00 on December 8,1999. Denied that the mortgage balance was $115,000.00, the time
frame of the alleged mortgage balance is not specified in plaintiffs complaint.
15. It is specifically denied that the Dorseys refused to refinance the property for the
reasons stated in Paragraph 14. It is specifically denied that the Dorseys created a financilil
hostage situation. By way of further answer, it was Maxton who held the Dorseys [mancially
hostage by failing to payor force payment of rents for space occupied in the partnership building
by Maxton's husband. The failure to collect these rents created the situation where the
partnership could not pay its bills and led to foreclosure.
16. Denied. Proceeds were not taken from the Sheriff s Sale in favor of the Dorseys
in a self dealing manner. Following the sale of the partnership property, a schedule of
distribution was issued pursuant to the Partnership Agreement. The fact that the Dorseys
received a greater share of monies from the sale is only indicative that Maxton's share was
reduced to reflect monies owed to the Dorseys on Maxton's promise to pay the rents owed by her
husband's failing business.
17. Denied generally and as a conclusion of law. To the extent that the averment is
factual, it is denied for the reasons stated in paragraph 16. The remaining averments of the
corresponding paragraph of the complaint are denied as conclusions oflaw. By way of further
answer, if there was any bad faith, it was on the part of Maxton for creating a financial crisis
in the partnership by permitting her husband to remain in the building without payment of
5
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rents to the detriment of all partners, ultimately leading to Sherirrs Sale of the only asset of
the partnership.
18. Denied that the deduction of rents as stated in Exhibit B, is unconscionable or
improper, Maxton repeatedly pledged any equity she had in the building as collateral for
forbearance on eviction of her husband from the building. By way of further answer, Maxton
fought against her husband's business being evicted for non-payment of rent and frequently
promised that she and her husband would find a suitable buyer for the building with sufficient
profits on sale to satisfactorily buyout the Dorsey interest. This buyer was never located causing
the crisis in the partnership. Further, the distribution referred to in Exhibit B of Plaintiff's
Complaint is issued pursuant to the Partnership Agreement.
19. It is specifically denied that the Dorseys actions were self-dealing either before or
after the Sheriff's Sale, causing incurrence of costs, attorney fees or loss of work to preserve her
equity as discussed in Paragraph 16- 18 above.
WHEREFORE, Defendants Dennis and Jean Dorsey respectfully request that this
Honorable Court dismiss the claim of plaintiff, and award Defendants costs and attorney fees as
the Court may deem proper.
NEW MATTER
20. The Dorsey/Maxton Partnership rented space in the building at 320 Rear Bridge
Street, New Cumberland, PA, to New Insights, Inc., a corporation owned by the Plaintiff's.
husband, John Maxton.
21. The company operated a drug and alcohol rehabilitation business out of the
premises.
22. In addition to space occupied by New Insights, Inc., rented space was utilized for
administrative offices which were occupied by Glenda and John Maxton.
23. When rents were not paid by New Insights, Inc., John Maxton or Glenda Maxton,
on behalf of the partnership, Jean Dorsey instituted suits for payment of those rents, docketed at
99-4983, for units #204, #206 and #208. Suit was also initiated for payment of rents, docketed at
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99-4984, for units #96, #98 and #200. Copies of those suits are attached hereto as Exhibits B and
C.
24. The amount of the past due rents at issue prior to Sheriff's Sale was $77,224.00.
25. After funds were received from the Sheriff after the Sheriff's Sale, the amounts
owed the Defendants were deducted from the Sheriff's Distribution as indicated at Exhibit B of
Plaintiff's Complaint.
26. Since the Sheriff's Sale on December 8, 1999, Plaintiff did continue to occupy
space in the building without payment of rents. A demand for the post sheriff's sale rents was
made on July 19, 2000, a copy of counsel's transmittal letter is attached hereto as Exhibit D.
27. Glenda Maxton filed a Petition to Set Aside the Sheriff's Sale on December 17,
1999.
28. After a hearing on the matter, the Honorable Wesley J. Oler denied the Petition to
Set Aside the Sheriff's Sale.
29. Rents owing since the Sheriff's Sale date through the time when the Plaintiff and
New Insight moved from the building are $17,970.00, which has not been paid by the Plaintiff or
New Insights Inc.
30. Those suits should be joined in the interest of judicial economy, as the Court may
find that the partnership has not been dissolved under Plaintiff's Complaint and would be
appropriately set off against Plaintiff's claims.
31. In the event that the Court does not hear those claims at the same time, it is
believed and therefore averred, that, Plaintiff could receive a judgment. Defendants would be
forced to proceed against New Insights Inc., for rents it owed on the suits discussed at Paragraph
23. New Insights Inc. would file bankruptcy, as it has previously threatened, forever depriving
defendants of recovery of properly owed rents.
32. Payment of the outstanding rents owed by New Insights, Inc. led to the impasse in
the partnership and the inability of the partnership to pay its mortgage, causing the Sheriff's Sale
and dissolution.
33. It was the self-dealing and failure to be faithful to the partnership by Glenda
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Maxton in allowing her husband's business to remain in the building without payment of rent
which caused harm and ultimate dissolution by Sheriff's Sale.
34. In spite of Glenda Maxton's actions, the Defendants always acted in good faith in
attempting to resolve the partnership disputes.
35. Defendants never denied a request to review any partnership documents made by
the Plaintiff.
36. From the beginning of the partnership, Defendant Jean Dorsey acted as managing
partner because it was job to keep the books in the partnership.
37. John Maxton, at a prior trial indicated that other than the impasse over rents, that
the Defendants were good partners, and that he wanted to form another partnership with them.
38. Defendants intend to add New Insights, Inc., as an indispensable party to the
action under Rule 2252 as it may be solel:( liable for Plaintiff's cause of action, for failure to pay
the rents, by virtue of the relationship of John Maxton, husband, to the plaintiff, Glenda Maxton.
39. The Plaintiff has failed to state a claim for which relief may be granted.
WHEREFORE, Defendants respect judgment be granted in their favor, together with
interest, costs and attorney fees as the Court may allow.
COUNTERCLAIM
Jean O. Dorsey and Dennis G. Dorsey Y. Glenda K. Maxton
40. Dennis and Jean Dorsey are individuals, having purchased the real estate
located at 320 R. Bridge Street, New Cumberland, PA 17070, at Sheriff's Sale on December 8,
1999.
41. Plaintiff Glenda Maxton, and former partner in Dorsey/Maxton Associates,
occupied space in the building at 320 R. Bridge Street following the Sheriff's Sale on December
8, 1999 and refused to vacate the building following the sale or to pay rents.
42. New Insights, Inc., occupied space in the building at 320 R. Bridge Street,
following Sheriff's Sale on December 8, 1999 and refused to vacate the building following sale
or to pay rents.
43. The Defendants as partners in Dorsey/Maxton Associates, together with Glenda
Maxton, leased premises to the New Insights, Inc. who occupied units for patient treatment and
8
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administrative offices beginning on or about November of 1991. The rents have been paid until
November 1995. As stated in Complaints 99-4983 and 99-4984, after April 1995 New Insights
did not pay all rents due and owing.
44. The premises of this complaint are units #96, #98, #200, #204, #206 and #208 at
320 Bridge Street, Rear, New Cumberland, PA 17070.
45. Since 1995, when rents were not being paid by New Insights, Inc., Plaintiff,
Glenda Maxton stated that she would guarantee payment of those rents in exchange for
forbelU'ance on the part of Jean and Dennis Dorsey her co-partners so that they would not evict
her husband and his business from the building.
46. Defendants did give that forbearance until 1999 when it became apparent that
John Maxton and New Insights, Inc. were not going to pay their rents which were substantially
mounting.
47. Between 1995 and 1999, Glenda Maxton repeatedly guaranteed payment of the
rents due by New Insights, Inc. from her share of partnership equity.
Count I
Contractual Indemnification
. 48. The averments of Paragraph 1 - 47 of the Answer, New Matter and Counterclaim
are incorporated herein by reference thereto.
49. Glenda Maxton promised, guaranteed and agreed to indemnify payment of the
rents due from her equity in the partnership, for any rents not paid by her husband's business,
New Insights, Inc., the same amounts for which she now sues.
50. Rents have incurred since the Sheriff's Sale but prior to the Court issuing an order
to set aside the Sheriff's Sale for additional rents in the amount of$17, 970.00.
51. After demand, Plaintiff, Glenda Maxton has failed to pay these amounts due.
WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court grant judgment in their favor against the Plaintiff, Glenda Maxton. Should it be
determined that Plaintiff is entitled to recovery, Plaintiff's claims should be offset by the rents
owed prior to Sheriff's Sale together with costs and attorneys fees as the Court may deem proper.
9
':~~~, - -~
___~ !~ ,Il!
Defendants also request that this Honorable Court grant judgment in their favor and Order
Glenda Maxton to pay the additional rents owed since Sheriff's Sale, in the amount of$17,970
through July of2000, by virtue.ofher promise to indemnify the Defendants together with interest
costs and attorneys fees as the Court may deem proper.
Count II
Alternative Count Ouantum Meruit
52. The averments ofParagraphl through 51 of the Answer, New Matter and
Counterclaim are incorporated by reference.
53. In the event that it is determined that no agreement existed in fact or law between
Plaintiff and Defendants to indemnify payment of rents for leased space, or that Glenda Maxton
herself did agree to pay for space occupied by herself and alleged in defendants counterclaim, the
Defendants allege the following.
54. Following the Sheriff's Sale until July of 2000, Glenda Maxton occupied space in
multiple units of the building at 320 R. Bridge Street, New Cumberland, P A refusing to vacate
the premises and refusing to pay rents which Defendants demanded as landlords.
55. By occupying these spaces, Defendants were unable to rent those spaces in the
ordinary course of their business.
56. The total market value of the space occupied without payment of rents is
$17,970.00
57. Plaintiff Glenda Maxton has refused to pay Defendants the amounts owed,
although the same is due, resulting in the Plaintiff becoming unjustly enriched at the Defendants'
expense.
58. Plaintiff Glenda Maxton has also been unjustly enriched personally by receiving
the benefits of rents which her husband's business should have paid to the Partnership.
WHEREFORE, Defendants, Dennis and Jean Dorsey respectfully request that this
Honorable Court grant judgment in their favor against the Plaintiff, Glenda Maxton and Order
Glenda Maxton to pay the additional rents owed since Sheriff's Sale, in the amount of$17,970
10
~'>"!~'4~~
.
through July of 2000, by the doctrine of quantum meruit, plus interest, costs, and attorneys fees
and such other relief as the Court may deem proper.
Should Plaintiff be granted judgment on her Complaint, Defendants request that this
Honorable Court offset that judgment by the amounts Glenda Maxton has been unjustly enriched
by allowing her husband's business to remain the partnership building without payment of rents,
together with interest, costs and attorneys fees as the Court may deem proper.
Respectfully submitted,
Michael S. Travis
ill No. 77399
Attorney for Defendants
4076 Market Street, Suite 209
Camp Hill, PA 17011
(717) 731-9502
II
__~_r"",!~ ._
""
.
ROBERT PETER KLINE
Attorney & Counsellor at Law
331 Bridge Street, Suite 350
Post Office Box 461
New Cumberland, Pennsylvania 17070-0461
(717) 770-2540
fax (717) 770-2553
May 10, 1999
~~;\fti~l[Q)
Michael S. Travis, Esquire
4076 M:ll'ket Street, Suite 209
Camp Hill, PA 17011
Re: Dorsey/Maxton Associates
Dear Mike:
In response to your letter of May 6,1999, my client has never accepted any proceeds from
Gary or Jeannie Dorsey in regard to any alleged personal loan. If your clients have done business
with my client's husband's business venture, then I suppose they do need to address that matter
accordingly. However, please be advised that any attempt by your clients to impose any
individual liability upon my client will be vigorously defended.
In regard to your clients' demand against Dorsey/Maxton Associates for services
provided by Gary Dorsey, I am certain that you have advised your clients that Paragraph 1.9 of
the Partnership Agreement specifically precludes any partner from receiving any salary for
service rendered to the partnership. Therefore, absent the express approval of all of the partners,
your client is precluded from collecting any money for these alleged services rendered.
Thank you for providing me with Transaction Detail for 1997 and 1998. Ifyol! could,
please also provide me with the financial records of the partnership tor 1999 up to the present.
ROBERT PETER KLINE, ESQUIRE
RPK/srf
cc: Glenda Maxton
Gregory J. Katshir, Esquire
James M. Bach, Esquire
EXHIBIT
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. .
.
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~~~
MICHAEL S. TRAVIS
ATTORNEY AT LAW
4076 MARKET STREET, SUITE: 209
CAMP HILL, PA 17011
TELEPHONE; '71'1 731-9502
F'AX (7171 731.9511
October 19, 1999
Robert P. Kline;Esqliire
331 Brl~'lrStreet, Suite 350
P.O. Box 461
New Cumberland, PA 17070-0461
.,
RE: Dennis Dorsey v. Dorsey-Maxton Associates, No. 99-3179,
Amended Complaint
Dear Robert:
Enclosed for selVice please find plaintiffs amended complaint in this matter.
Also enclosed please find a transaction detail for the partnership which you requested on
October 8, 1999. My clients request that you present the following items in possession of
Glenda Maxton:
. Bank records for any escrowed funds received since May 1, 1999 by Glenda
Maxton for Apartment Unit No.1 02
. Proof of any escrowed funds received from New Insights Inc. for rent arrears,
believed to be approximately $2,700.00/month since the landlord/tenant action began.
Lastly, the Sheriffs Sale date is fast approaching. Will we be receiving any more
information on a purchase offer from your client? Please advise.
Very truly yours,
MST/hm
Enc!. .
pc: James M. Bach, Esquire J j
Gregory J. Katshir, Esquire
- ' ~
JEANNIE DORSEY, DENNIS G.
DORSEY AND Gl.ENDA MAXTON tie
DORSEY-MAXTON ASSOCIATES I
322 W. GREEN STREET
SHIREMANSTOWN, PA 17011
Plaintiff(s),
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
LANDl.ORD - TENANT
NO.
99-4983
CIVIl. TERM
Vs.
.
.
JOHN AND Gl.ENDA MAXTON
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA. 17070
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
.
.
Defendant(s)
Vs.
GLENDA MAXTON
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
promptly after this Petition, Order and Notice are served, by appearing
personally or by attorney at the hearing scheduled by the Court and
presenting to the Court your defenses or objections to. the claims set
forth against you. You are warned that if you fail to do so the Court
may proceed without you and a jud~ment m~y be entered against you by
the Court, without further notice, for any money claimed in the
Petition or for any other claim or relief requested by the Petitioner.
You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
2 LIBERTY AVENUE
CARLISLE, PA 17013
717-249-3166
EXHIBIT
IJ
--
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'-"
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, ,
JEANNIE DORSEY, DENNIS G.
DORSEY AND Gl.ENDA MAXTON t/a
DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SRIREMANSTOWN, PA 17011
.1
'~N TKE COURT OF COMMON PLEAS
CUMBERl.AND COUNTY, PENNSYLVANIA
l.ANDl.ORD - TENANT
Plaintiff(s),
I
NO. 99-4983
CIVIl. TERM
Vs.
JOHN AND GLENDA MAXTON
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
.
.
I
Defendant(s)
VB.
.
.
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERl.AND, PA 17070
Defendant(s)
Vs.
GLENDA MAXTON
AMENDED COMPl.AINT
FOR UNITS #204, #206 AND #208
AND NOW COMES the Plaintiff by its ATTORNEY JAMES M. BACH and
files the within Complaint:
1. Dorsey-Maxton Associates is a partnership existing under the
laws of the Commonwealth of Pennsylvania and having as its
principal address 322 West Green Street, Shiremanstown, PA
17011. The principals of thepa~tnership are Jeannie Dorsey,
Dennis Gary Dorsey and Glenda Maxton.
2. New Insights Inc., is a Pennsylvania Corporation having has
its principal place of business 320 R Bridge Street, New
Cumberland, PA 17070. The only shareholder in this
corporation is John Maxton, III and he resides at 413 16th
Street, New Cumberland, PA 17070.
3. The Plaintiff is a Landlord and the Defendant is a Tenant in
this case.
~.,- ..-.~-".
.
.
4. The Plaintiff leased premises to the Defendant beginning on
or about January 1998. The rents have been paid by the
Defendant for the leased property up until April 1998. After
April 1998 the defendant did not pay all rent due and owing,
The total amount of rent due and owing through August of 1999
is $25,325.00. (See Exhibit 'A')
5. The units of this complaint are tJ'nits #204, 206 and 208 at
320 Bridge Street, Rear, New Cumberland, PA 17070.
WHEREFORE, Plaintiff respectfully prays for a judgement in the
amount of $25,325.00 through August of 1999 and additional amounts-
thereafter, together with costs, interest, and possession.
DORSEY-MAXTON ASSOCIATES VS. NEW INSIGHTS, INC.
6. All prior paragraphs are incorporated herein by reference.
7. Alternatively, should this Court find that John Maxton and
Glenda Maxton, his wife are not individually liable for past
rents for these units, then Plaintiff requests that New
Insights, Inc. be found liable for all rents due and owing,
WHEREFORE, Plaintiff respectfully prays that a judgement be
entered in the amount $25,325.00 together with costs, interest, and
possession, against New Insights, Inc.
RESPECTFULLY SUMBITTED:
DATBr-If' :22 - f I
J. S M. BACH, ATTORNEY A W
2 South Sporting Hill Road
echanicsburg, PA 17055
(717) 737-2033
I.D. # 18727
VERIFICATION
I verify that the statements made in this Amended Complaint are true
and ,correct. I u~derstand that false statements herein made are
subJ7ct to penalt1es of 18 PA. C.S. Section 4904, relating to unsworn
fals1fication to authorities.
. /0 - ~2-9f
DA'TE
RSEY-MAXTON ASSOCIAT
Y: JEANNIE DORSEY
JEANNIE DORSEY, DENNIS G.
DORSEY AND GLENDA MAXTON T/A
DORSEY-MAXTON ASSOCIATES
322 W. GREEN STREET
SHIREMANSTOWN, PA 17011 :
IN THE COURT OF COMMON Pl.EAS
CUMBERl.AND COUNTY, PENNSYLVANIA
LANDLORD - TENANT
Plaintiff (s) , :
NO.
99-4984
CIVIl. TERM
Vs.
1
NEW INSIGHTS, INC.
320 BRIDGE STREET, REAR
NEW CUMBERLAND, PA 17070
.
.
Defendant(s)
AMENDED COMPLAINT
FOR UNITS # 96, #98 AND #200
AND NOW COMES the Plaintiff by its ATTORNEY JAMES M. BACH and
files the within Complaint:
1. Dorsey-Maxton Associates is a partnership existing under the
laws of the Commonwealth of Pennsylvania and having as its
principal address 322 West Green Street, Shiremanstown, PA
17011.
2. New Insights Inc., is a Pennsylvania Corporation having has
its principal place of business 320 R Bridge Street, New
Cumberland. PA 17070. The only shareholder in this
corporation is John Maxton, III and he resides at 413 16th
Street, New Cumberland. PA 17070.
3. The Plaintiff is a Landlord and the Defendant is a Tenant in
this case.
4. The Plaintiff leased premises to the Defendant beginning on
or about November of 1991. The rents have been paid by the
Defendant for the leased property up until April 1995. After
April 1995 the Defendant has not paid all rent due and owing.
5. The total amount of rent due and owing through August of 1999
is $35,640.00. (See Exhibit 'A')
6. The premises of this complaint are Units #96,98 and 200 at
320 Bridge Street, Rear, New Cumberland, PA 17070.
""""",,,,,,~J!I>""~~~ '0
WHEREFORE, Plaintiff respectfully prays for a judgement in the
amount of $35,640.00 through August of 1999 and additional amounts
thereafter, together with costs, interest, and possession.
DATE: //~Z.Z. -}lfJ'
RESPECTFULLY SUMBITTED:
q~
S M. BACH, ATTORNEY AT LAW
352 South Sporting Hill Road
Mechan.1csburg, PA 17055
(717) 737-2033
I.D. # 18727
VERIFICATION
I verify that the statements made in this Complaint are true and
correct. I understand that false statements herein made are subject to
penalties of 18 PA. C.S. Section 4904, relating to unsworn
falsification to authorities.
jrf- 2 :z -<Y7
DATE
SEY-MAXTON ASSOCIA S
1 JEANNIE DORSEY
M'CHA!:L S. TRAVIS
ATTORNEY AT LAw
407. M"'''KET STJltI:CT. SUITE .10.
e;AM" 1-41'-1.. PA 17011
TELE~MONr: (717) 7al~..Oa
",6.,)( ("7) 731-".11
~@~v
July 19,2000
Craig A. Diehl. Esquire
3464 Trindle Road
Camp Hill, PA 17011
Re: PNC Bank v. DorseylMuton
Dear Craig:
My clients are asking that Glenda Maxton, John Maxton. New Insights,lnc., and any of
its tenants vohmtarily vacate the building at 320 Rear, Bridge Street by July 31,2000. All
furnishings of New Insights together with any commercial vending machines should also be
removed :from the premises by that time.
Additionally. rents owed for the year 2000 are as follows:
Unit #96/981200 January - July ~ $ 8,470.00
#208 January. June - $ 3,000.00
#206 January. June - $ 3,000.00
#204 January - July E $ 3,500.00
Total due:
$ 17,970.00
This amount is due and payable immediately. I have no new information regarding your
July 14,2000, offer.
Very truly yours,
MST/dt
;:~.~~;~~~~~'p~..
EXHIBIT
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.u. J.t\^y.l.~ "....1..1.
~...""
.
v.
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY. PENNSYLVANIA
.
.
.
.
: NO. 00-5618 IN EQUITY
GLENDA K. MAXTON,
Plaialiff,
JEAN (). QORSEY lad
DENNIS G. DORSEY,
n.readIDts.
.
.
: CIVIL AcrION - EQUITY
VERIFICATION
I verify that the statemel1ts made in this Answer, New Matter 8I1d Counterclaim are true
and COlJ'CCl r undcntand that false statcmcI1ts herein arc made subject to the penalties of I g
Pa.C.S. Sectiol14904 relatina to II1lSWOItI filJsifjcation to authorities.
DATED: I,)./J.~/~O
.
DATED: la!<9.fo/tJO
;~a;1'! 11
~
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,
GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants,
: CIVIL ACTION - EQUITY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants.
I verify that the statements made in this Complaint Joining Additional Defendants are
tnle and correct. I understand that false statements herein are made subject to the penalties of 18
Pa.C.S. Section 4904 relating to unsworn falsification to authorities.
',.co"
DATED:!
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.
.
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,
GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants,
: CIVIL ACTION - EQUITY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants.
CERTIFICATE OF SERVICE
I, Michael S. Travis, certify that I have this day served a true and correct copy of the
foregoing document by first class mail, postage prepaid, on the following person, addressed as
follows:
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, P A 17011
Dated:
/-1;),0/
~
. e S. Travis
ill No. 77399
4076 Market Street, Suite 209
Camp Hill, PA 17011
(717)731-9502
Fax 731-9511
Attorney for Defendants
Dennis and Jean Dorsey
')1;)5
-- -~,'.',~___'r>'" ~_ :-'__ - . ''-C'.' "~",_~ -<_-__r_"""'''',r__~- ,-
GLENDA K. MAXTON
Plaintiff
: IN THE COURT OF COMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
: CIVIL ACTION - EQUITY
VS.
JEAN O. DORSEY and
DENNIS G. DORSEY
Defendants
VS.
JOHN MAXTON and
NEW INSIGHTS, INC.
Defendant
: NO. 00-5618 IN EQUITY
PRELIMINARY OBJECTIONS TO AMENDED COMPLAINT
AND NOW, comes New Insights, Inc. by and through its attorney, Gregory J.
Katshir, Esquire, with the following Preliminary Objections, set forth to the Amended
Complaint Joining Additional Defendants filed in this matter, wherein it is set forth as
follows:
1. The Complaint Joining Additional Defendants was filed on or about January 12,
2000. The original Complaint was filed in August 2000. Defendants Preliminary
Objections were dismissed on December 6, 2000.
2. On or about February 22, 2001, New Insights, Inc. filed Preliminary Objections to
Defendants Dorseys' Complaint Joining Additional Defendants. In response thereto,
Defendants Dorsey filed and Amended Complaint Joining Additional Defendants on or
about February 27, 2001.
3. New Insights, Inc. sets forth Preliminary Objections to the Amended Complaint
Joining Additional Defendants, as set forth herein.
I. PENDENCY OF PRIOR ACTION
4. On or about October 1999, two (2) suits docketed at No. 99-4983 and No. 99-4984
were filed against John Maxton and New Insights, Inc in the Court of Common Pleas,
Cumberland County, Pennsylvania.
5. Subsequent to the date aforesaid, Defendants Dorsey instituted the instant matter
against New Insights, Inc.
6. The actions are identical in the following respects:
.
t,
~
~, =-
A. Parties are the same.
B. Issues and rights asserted are the same
C. Relief prayed for is delinquent rents, which is the same other than to amend the
rent due for additional time.
7. The previous actions have not been dismissed or discontinued.
WHEREFORE, New Insights, Inc. requests that this Honorable Court order that the
instant matter be dismissed with prejudice.
II LACK OF CAPACITY TO SUE
8. Defendants Dorsey, in its Complaint in Paragraph 17, alleges that rents were owed
to a partnership, not the Dorseys individually. The partnership is not a party to this action.
9. Defendants Dorsey lack the capacity to maintain this action.
10. New Insights, Inc. files these Preliminary Objections because the Defendants
Dorsey cannot maintain an action to collect rents on behalf of a separate entity.
WHEREFORE, New Insights, Inc. requests that the instant matter be dismissed with
prejudice.
m NON JOINDER OF NECESSARY PARTY
11. Defendants Dorsey aver that New Insights, Inc. owe rent to the partnership,
Dorsey/Maxton.
12. New Insights, Inc. avers that the premises were in fact leased by New Insights,
Inc. and Jeannie Dorsey and Dennis Gary Dorsey t/d/b/a 320 Management. 320
Management is a partnership.
13. New Insights, Inc. avers that testimony from prior Court proceedings indicate
that Jeannie Dorsey and Dennis Gary Dorsey are partners in 320 Management and that
said entity leased the premises in question from the partnership, Dorsey/Maxton.
14. It is, therefore, necessary for those parties to be included as Defendants in this
action.
15. New Insights, Inc. files these Preliminary Objections as a result ofthe failure of
the Defendants Dorsey to include the necessary parties required for proper adjudication.
WHEREFORE, New Insights, Inc. requests that appropriate relief be granted.
IV LEGAL INSUFFICIENCY OF PLEADING (DEMURRER)
J~~~~
., "-' . -~
,
"""""'-"
16. The original Complaint in the matter, filed by Glenda K. Maxton, alleges
dissolution of partnership and accounting and breach of partnership agreement against
Defendants Dorsey.
17. At no time has New Insights, Inc. been a partner in the Dorsey/Maxton
partnership or involved in the operation of the partnership.
18. The original complaint deals only with matter existing between the partners of
DorseylMaxton.
19. New Insights, Inc. cannot be liable to Plaintiff Maxton and/or Defendants
Dorsey on any. cause of action alleged in the original complaint or transaction or
occurrence based upon the inner dealings of the Dorsey/Maxton partnership and
partnership agreement.
WHEREFORE, New Insights, Inc. respectfully requests this Honorable Court to
order that the instant matter be dismissed with prejudice.
Respectfully submitted,
PA ID #61967
900 Market Street
Lemoyne P A 17043
(717) 763-8133
~!i!!J1 ~ ~ ",__lit H....,... ~ >~
,
~
-
VERIFICATION OF KNOWLEDGE. INFORMATION AND BELIEF
I verify that the facts set forth in the foregoing Preliminary Objections
to Amended Complaint Joining Additional Defendants are true and correct to
the best of my knowledge, information and belief. I understand that false
averments herein are made subject to the penalties of 18 Pa. C.S. Section
4904, relating to unsworn falsification to authorities.
Date: 1~ u I,
--------
CERTIFICATION OF SERVICE
I hereby certify that a true and correct copy of the
foregoing Preliminary Objections to Amended Complaint were served
upon the following via First Class mail, on )/~/ol ,
postage prepaid as follows: I I
Michael Travis, Esquire
4076 Market Street Suite 209
Camp Hill PA 17011
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill PA 17011
~I
~
~
GLENDA K. MAXTON,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY, Defendants,
and JEAN O. DORSEY AND DENNIS : CIVIL ACTION - EQUITY
G. DORSEY t/a DORSEY-MAXTON
ASSOCIATES
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants
PRELIMINARY OBJECTIONS
AND NOW COMES Defendant, John Maxton, by and through his counsel, Law Offices
of Craig A. Diehl, and files the following Preliminary Objections to Jean O. Dorsey and Dennis
G. Dorsey's Amended Complaint Joining Additional Defendants:
1. Preliminarv Obiection Due to Pendency of a Prior Action
1. On or about October 1999, two suits docketed at No. 99-4983 and No. 99-4984
were filed against John Maxton and New Insights, Inc. in the Court of Common Pleas of
Cumberland County, in the Commonwealth of Pennsylvania.
2. Subsequent to the date aforesaid, Dorseys instituted the above-entitled action
against your objecting party, John Maxton.
1
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3. The actions are identical in the following respects:
A. Parties are the same;
B. Issues and rights asserted are the same;
C. Relief prayed for is delinquent rents which is the same,
other than to amend the rent due for additional time
expired.
4. The previous actions have not been dismissed or discontinued.
WHEREFORE, Defendant, John Maxton, respectfully requests this Honorable Court order
that the instant proceeding be dismissed with prejudice.
II. Preliminary Obiection on Ground of Lack of Capacity to Sue
5. Defendant, John Maxton, moves the Court for an Order dismissing the action on
the ground that the Dorseys lack legal capacity to maintain the action in that as set forth in
Paragraph 17 of the Dorseys' Complaint, rents were owed to a partnership, not the Dorseys
individually.
WHEREFORE, Defendant, John Maxton, respectfully requests this Honorable Court order
that the instant proceeding be dismissed with prejudice.
2
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Date:
Hut' /g" 2001
~)I
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Respectfully submitted,
LAW OFFICES OF CRAIG A. DIEHL
By: CAA'frf!e.1J:tl
Craig A Diehl, Esquire
Attorney ID No. 52801
3464 Trindle Road
Camp Hill, PA 17011-4436
(717) 763-7613
Counsel for Defendant John Maxton
3
,-" _, '_'._ _~_; ,,__,~ ,_ ",~ _ __~, _ '_'_ _ _' , ,_ , _ or , --
GLENDA K. MAXTON,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY, Defendants,
and JEAN O. DORSEY AND DENNIS : CML ACTION - EQUITY
G. DORSEY tla DORSEY-MAXTON
ASSOCIATES
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants
CERTIFICATE OF SERVICE
AND NOW, this 12th day of March, 2001, the undersigned hereby certifies that a true and
correct copy of the foregoing PRELIMINARY OBJECTIONS was served upon the parties listed
below by way of United States first class mail, postage prepaid, addressed as follows:
Michael S. Travis, Esquire
4076 Market Street, Suite 209
Camp Hill, PA 17011
Gregory J. Katshir, Esquire
900 Market Street
Lemoyne, PA 17043
LAW OFFICES OF CRAIG A. DIEHL
By:.
Helen smussen, Legal Assistant
3464 Trindle Road
Camp Hill, PA 17011
(717) 763-7613
PRAECIPE FOR LISTING CASE FOR ARGUMENT
(Must be typewritten and subnitted in duplicate)
TO THE PROTHONOTARY OF CUMBERLAND COUNTY:
Please list the within matter f= the next ArgI:ment Court.
---------------------------------------------------------------------------------------
CAPTION OF CASE
(entire caption must be stated in full)
Glenda K. Maxton,
(Plaintiff)
vs.
Jean O. Dorsey and Dennis G. Dorsey, Defendants, and
Jean O. Dorsey and Dennis G. Dorsey, t/a Dorsey-Maxton Associates,
vs.
John Maxton and New Insights, Inc.,
(Addi tional ,Defendant)
(Defendants)
No.
00
Civil
5618 ID Equity
1. State matter to be argued (Le.. plaintiff's motion for new trial. defendant's
demurrer to complaint. etc.):
Preliminary Objections filed by John Maxton and New Insights,
Inc. to the Amended Complaint Joining Additional Defendants.
2. Identify counsel who will argue case:
(a)
for ~mt:
1lddress:
Michael S. Travis. Esquire
4076 Market Street, Suite 209
Camp Hill. PA 17011 (Counsel for Dorseys)
(h)
for Mf~r:al
Address:
3.
Craig A. Diehl, Esquire
3464 Trindle Road
Camp Hill, PA 17011 (Counsel for John Maxton)
(c) for additional defendant: Gregory J. Katshir, Esquire
900 Market Street, Lemoyne, PA 17043 *
I will notify all parties in writing within u.u days that this case has
been listed for argunent.
* (Counsel for New Insights. Inc.)
4. Argunent Court Date:
October 24, 2001
Dated: August 23, 2001
~(J.I,
Att f= John Maxton
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GLENDA K. MAXTON,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
vs.
00-5618 CIVIL
CIVIL ACTION - EQUITY
JEAN O. DORSEY and DENNIS
G. DORSEY, JEAN O. DORSEY
and DENNIS G. DORSEY t/a
DORSEY-MAXTON
ASSOCIATES,
Defendants
vs.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants
IN RE: PRELIMINARY OBJECTIONS OF ADDITIONAL DEFENDANTS
BEFORE HESS AND OLER. JJ.
ORDER
AND NOW, this
J~
day of January, 2002, without prejudice to any party to
seek a joinder of this case with the suits docketed to 99-4983 and 99-4984, the preliminary
objections of additional defendants, John Maxton and New Insights, Inc., are DENIED.
BY THE COURT,
~aig Diehl, Esquire
For the Plaintiff and Additional Defendant Maxton . . aJJ
/Michael Travis, Esquire t opu..oJ 11L N Q.
For Defendants Dennis and Jean Dorsey OI-07-0~ RI1"
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GLENDA K. MAXTON,
Plaintiff,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 00-5618 IN EQUITY
JEAN O. DORSEY and
DENNIS G. DORSEY,
Defendants,
: CIVIL ACTION - EQUITY
v.
JOHN MAXTON and NEW
INSIGHTS, INC.,
Additional Defendants.
PRAECIPE
TO THE PROTHONOTARY:
Please mark the above-captioned lawsuit as settled and discontinued with prejudice.
Date: 4Hlo~
Craig Diehl, Esquire
Attomey for Plaintiff Glenda Maxton
3464 Trindle Road
Camp Hill, P A 170 II
(717) 763-7613
Date: 3~~/())...
~.
Michael S. Travis, Esquire
Attorney for Defendants with Claims
Against Additional Defendants
4076 Market Street, Suite 209
Camp Hill, P A 170 II
(717) 731-9502
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GENERAL RELEASE AND SETTLEMENT AGREEMENT
WHEREAS certain disputes have arisen regarding the operation and dissolution of
Dorsey/Maxton Associates, a partnership;
,
WHEREAS, the partners thereto are/were Dennis Dorsey, Jean Dorsey, and Glenda
Maxton;
WHEREAS, John Maxton and his company, New Insights, Inc., have been involved in
this litigation alleging claims surrounding a company called 320 Management and for the
payment of certain rents;
WHEREAS, the parties hereto wish to resolve their differences;
The partnership is deemed dissolved and discontinued.
We, Glenda Maxton, John Maxton, and New Insights, Inc., hereby release all claims for
any monies, rents, specific performance, injunctive relief in law or equity for any claims
whatsoever surrounding the partnership Dorsey/Maxton Associates, New Insights, Inc., the
alleged partnership "320 Management" and Dennis or Jean Dorsey personally.
In exchange, Dennis and Jean Dorsey, hereby release all claims for any monies, rents
specific performance, injunctive relief in law or equity for any claims whatsoever surrounding
the partnership Dorsey/Maxton Associates, New Insights, Inc., the alleged partnership "320
Management, " and John Maxton or Glenda Maxton personally.
The parties hereto, agree to sign the necessary documents to withdraw, settle and
discontinue any suits of any nature by praecipe or other appropriate document as the Court may
require, under any caption.
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The parties, their successors and assigns, forever release each other from all claims which
they may have with respect to the partnership, Dorsey/Maxton Associates.
C\~ ~. YlA~
Gle . Maxton, as individual and partner
n, as individual and on behalf of
ts, Inc.
CA~' lJ21.L
Craig A. lehl, EsqUire
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Dennis G. Dorsey, as mdividual an partn r 'chael S. Travis, Esquire
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