HomeMy WebLinkAbout01-06560
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TRAVELERS GROUP INC.
INVESTIGA TIVE SERVICES AGREEMENT
The Tra~'elers Group, Inc. ("Travelers") a Delaware corporation and Hayes, Stoudt &
Associates Inc, agree that the Contractor will perform investigatin services at Travelers request
upon the Terms and Conditions sct'forth herein.
1. Descriotion of Scnices. Contractor will provide investigative services for The Travelers Group,
and its affiliates on an on call as needed basis. Each investigation will be described in the
Request for Services presented to Contractor from an authorized representative of The Travelers,
or from a Travelers affiliate.
2. Duration of Al!reement. At its option, Travelers Group may tenninate this Agreement in whole
or in part at any time upon notice to Contractor. Travelers will pay Contractor for all acceptable
work performed up to the effective date of termination.
3. Pavment. Travelers shall pay Contractor for services rendered as stated in the Request for
Services. All invoices shall be subject to review, approval and acceptance by Travelers Group
prior to final payment. The contractor shall include on the invoice any applicable sales taxes,
which shall be separately stated on the invoice to which they apply. No payment for services
rendered will be required until Contractor satisfies. these conditions. Travelers Group shall not
be liable and shall have 1110 obligation to pay any penalties, interest, or late charges imposed as a
result of the Contractor's failure to pay !a."es on a timely basis. Unless agreed otherwise,
payment shall be made within thirty (30) days of receipt of invoice.
4. Travel and Other Exoenses. Travelers Group shall reimburse Contractor for additional
allowable e;l:penses if authorized by Travelers Group and incurred by Contractor. Contractor, if
reimbursed for any expenses, shall itemize such expenses as such expenses are incurred in . ,
accordance with Travelers Group approved expense policy for its own employees. '
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5.
Assilrnment. Neither tIllS Agreement nor the Contractor's obligations hereunder shall be
assigned by Contractor without Travelers Group prior written conseot.
6. Confidential Information. Contractor agrees to hold in confidence any and all information
about Travelers Group business that Travelers Group may provide, or to which Contractor may
be exposed, during the perfonnance of this Agreement. Without Travelers Group prior written
consent, Contractor shall not release any infonnation to third parties including the contents of
this Agreement.
7. Comoliance with the Law. Contractor represents and warrants that it shall comply with all
applicable and relevant laws in performing the services contemplated by this Agreement.
Contractor, at its own ex-pense, shall at all times hold all licenses and pennits required by federal,
state and/or local governmeut or agency acting under the authority thereof in connection with the
activities contemplated by this Agreement. Contractor shall provide proof that it holds all
appropriate licenses wheu requested by Travelers.
8, Insurance. Contractor shall procure and thereafter continuously maintain insurance with respect
to work under this agreement. Such form and limit should not be less than the following:
Workers Compensation - Statuto!)' limits
Employer's Liability - $100,000 (combined single limit)
Comprehensive General Liability - $1,000,000 (combined single limit)
Comprehensive Automobile Liability - $1,000,000 (combined single limit)
Errors & Omissions - $1,000,000
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DEFENDANT'S
EXHIBIT
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"Travelers Group Ine. and its affiliates" shall be named as additional insured on all
applicable policies. Contractor shall furnish a certificate of insurance to Travelers npon request.
9. Indemnification. Contmctor hereby agrees to defend, inde11UliJY and hold Travelers Group, its
affiliates and their respective officers, directors, agents and employees hannless from and
against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines or
judgments including, but not.limited to attorney's fees, costs and expenses incident thereto, that
may arise out of or in connection with any act, error, or omission of the Contractor in
performing the services contemplated by this Agreement
10. Seen"tv Procedures. If Contractor has access to Travelers Group premises to perfonn tbe
services, Contractor shall comply with Travelers internal security procedures.
11. General. The headings of the sections of this Agreement constitute no part of this Agreement
between the parties, having been inserted for convenience only. This Agreement supersedes all
prior agreements and understandings between the parties respecting the subject matter and may
not be changed except by a written agreement signed by both parties. No term or provision
hereof shall be deemed waived and no breach excused, unless such waiver or consent is in
writing and signed by the party against whom the waiver or consent is claimed. In case any of
the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability or the remaining provisions contained herein
shall not in any way be affected or impaired thereby. This Agreement shall be construed in
accordance with the laws of the State of Connecticut. Sections 6, 7, 8 and 9 shall survive
termination of this Agreement
IN ~TNESS WHEREOF. the parties executed this Investigative Services Agreement as of
II, 0 2000.
TRA1ERS !ROUP INC.
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NAME: Gory:;' . iI,1 J",/~".-0
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NAME: -rhiJYY1ClS ~ , \-h'ie)
TITLE: \1\(,. ~\e5ic\l"v\'~' \-\SI\~nc.
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DATE:
DATE:
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INDEMNIFICA nON AGREEMENT
WHEREAS Hayes, Stoudt & Associates, Inc. ("the undersigned") is an
independent contractor which has agreed to assist The Travelers Group, Inc. and its
affiliates ("the company"), in its.investigations of claims, and
WHEREAS the Undersigned hereby acknowledges that as an independent
contractor it is solely responsible for its actions as well as those of its servants, agents,
employees, assigns, successors, subsidiaries, attorneys, and representatives, and
WHEREAS the Undersigned by executing this agreement is certifYing that it
currently has a blanket Errors and Omissions insurance contract with at least One Million
Dollars ($1,000,000.00) worth of coverage, and that the Undersigned has notified that
respective carrier that The Travelers Group, Inc, and its affiliates have been specifically
named as an additional insured in its contact with the Undersigned, and that the
Undersigned will maintain that coverage throughout the time it is assisting with the
investigations of its specific assignments, and that the Undersigned hereby accept sole
responsibility for notifying The Travelers Group and its affiliates within ten (10) calendar
days from receipt of notice if such coverage is due to be tenninated, and
WHEREAS the Undersigned by executing this agreement is certifYing that it
currently has met all requirements with respect to State Statutes and acts concerning
licenses and qualifications for the "Company" and its agents as a private detective agency
or private security business:
The Undersigned, for and in consideration of The Travelers Group and its above
indicated affiliates agreeing to employ or accept the services of the Undersigned in
connection with these specific investigations assigned, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged,
shall indemnifY and save harmless the above indicated affiliates, The Travelers Group, Inc.,
and all of its servants, agents, employees, assigns, successors, subsidiaries, attorneys or
representatives ("the company") of and from any and all manner of actions, suits,
proceedings, claims and demands whatsoever whether known or unknown, in law or in
equity, for contractual and/or extra-contractual damages, by reason of any cause, matter
or thing whatsoever, arising from any acts or omissions of the Undersigned or its servants,
agents, employees, assigns, successors, subsidiaries, attorneys or representative in any way
connected with the Undersigned's involvement with investigations specifically assigned to
it.
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The Undersigned further agrees to indemnifY the Company for any loss, cost,
damage, liability expense, legal expense or otherwise, reasonably incurred by the Company
in connection with investigating or defending any actions, suits, proceedings or demands
of any kind whatsoever brought against the Company as a result of any acts or omissions
of the Undersigned or its servants, agents, employees, assigns, successors, subsidiaries,
attorneys or representatives in any way connected with the Undersigned's involvement
with the investigations specifically assigned to it. The Undersigned also agrees, upon
receipt of written notice from the Company, to undertake at its own expense the
investigation and defense of any actions, suits, proceedings, claims, or demands of any
kind whatsoever brought against the Company as a result of any act or omission of the
Undersigned or its servants, agents, employees, assigns, successors, subsidiaries, attorneys
or representatives, in any way connected with the Undersigned's involvement with
investigations specifically assigned to it. In case any action, suit or proceeding is brought
against the Company by reason of any manner of claim or demand whatsoever with
respect to which the Undersigned is obligated to indemni1Y and save harmless the
Company, upon reasonable notice in writing from the Company, the Undersigned shall
defend such action or proceeding at its own expense by counsel satisfactory to the
Company, shall pay all costs and fees associated with the investigation and defense of any
such claim, and shall pay and discharge any settlement, judgment or decree relating to any
such claim. Moreover, the Undersigned hereby agrees that no action, suit, proceeding,
claim, or demand of any kind whatsoever brought against the Company arising from any
acts or omissions of the Undersigned or its servants, agents, employees, assigns,
successors, subsidiaries, attorneys or representatives will be settled without written
consent of the Company.
It is understood and acknowledged that the Undersigned has the opportunity and
benefit of consulting and receiving the advise of counsel concerning the terms and
conditions of this agreement, that the terms hereof are accepted by it and constitute the
entire agreement regarding indemnification between the Undersigned and the Company,
and that it believes its terms to be fair and reasonable under all circumstances, after having
read its terms, and that it intends to be bound hereby.
This
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,2000.
By:
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PPI NAME
Vi c.r ? ,(;')\ d er\-\-
Title:
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Notary Public'
residing at
My commission Expires:
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Notarial Seal
Renee F. Allen. Notary Public
Quakertown Bora. Bucks County
My Commission Expires Sept. 27, 2004
MemIler, Pennsylvama AssociatJon of Notaries
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Requirements of Travelers Investigative Services for entering the
Preferred Private Investigator Network
1). Agree to all terms and co'nditions of the attached "TRAVELERS GROUP INe.
INVESTIGATIVE SERVICES AGREEMENT."
2). Each private investigation firm is to present a copy of their insurance declaration
page for the specified coverage's requested in the "Travelers Group Inc.
Investigative Services Agreement." This is to be done at the onset ofa new
contractual agreement, as well as annually, 20 days prior to the effective date of
the new policy, or cancellation of an existing one. Said coverage's will be
maintained throughout the time work is being performed on behalf of The
Travelers Group. '
3). Private investigation firms and individual investigators are to be licensed to
conduct business in each state where files are assigned. A copy of the license is to
be provided and maintained at Travelers Investigative Services offices in Hartford,
CT.
4). Provide, at Travelers Investigative Services request, employment information as it
pertains to employed investigator's education, experience, and licensing. Also
provide current and past references.
5). Preferred Privl\te Investigators must agree not to use subcontractors in the
conduction of any investigative work assigned.
6). Comply with all policy and procedures in the handling of investigations with
Travelers Investigative Services, in conjunction with local Resource Coordinator's
criteria. This may include periodic office visits to your firm for auditing of work
product. Submit work product to local committees of Claims Personnel and
Travelers Investigative Services employees for review of your firm's performance.
We do not accept interim billing on an investigation. Your firm must only submit
an invoice upon the completion of an assignment.
7). Submit information regarding claims made, lawsuits filed, and the outcomes of
each that were made against your firm in the past five years, in detail, upon our
request. You may also be requested to explain local laws that may effect your
jurisdiction and investigative process,
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
: NO: 01- (,:>1.. 0 ~ -r::.-.-
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
RULE
AND NOW, this;;t1J/i day of~ioA-, 2001, in consideration of the within
Motion for Preliminary Injunction, a Rule is hereby entered upon the Defendants to show cause
why the preliminary injunction should not be granted as prayed for in the within motion. Rule
retumablethe jcrtA day of ~ ,2001, at 9:30 5.,..m.incourtroom f
Cumberland County Courthouse, Carlisle, Pennsylvania.
By the Court,
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
: NO: 01- (, 't'(. 0 ~ 7i..-...
v.
ALBERT R. THOMAS, SHERI THOMAS
and HAYES, STOUDT & ASSOCIATES,
INC.,
EQUITY
Defendants
MOTION FOR PREI,IMINARY IN.IIJNCTION
AND NOW, comes Plaintiff, Investigative Consultant Services, Inc. by and through its
attorneys, Reager & Adler, P.C. and respectfully moves this Court for a preliminary injunction
pursuant to Pa.R.C-P. 1531, and in support thereof avers as follows:
L PlaintiffInvestigative Consultant Services, Inc.'s (hereinafter "ICS") Complaint
in Equity is incorporated herein by reference in its entirety as if fully set forth herein at length. A
true and correct copy of Plaintiff's Complaint is attached hereto and made a part hereof and
marked as Exhibit "A".
2. Defendants Albert R. Thomas and Sheri Thomas have refused and continue to
refuse to cease their contact and solicitation ofPlaintiffICS's clients and customers, which
contact and solicitation is in direct violation of the restrictive covenants contained in the
Employment Agreement of December 1, 1995, between PlaintiffICS and Defendants Albert R.
Thomas and Sheri Thomas. (See Exhibit "A" attached to Plaintiff's Complaint in Equity)
3. Defendants Albert R. Thomas and Sheri Thomas have been soliciting and
contacting ICS's customers and clients in violation of the covenant not to compete contained in
the agreement
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4. Unless such improper conduct of the Defendants is immediately enjoined and rcs
is granted relief as requested, rcs will be irreparably injured in that:
a. rcs will continue to lose a substantial and indefinite number of present
and prospective customers;
b. rcs will continue to suffer a substantial and severe loss of profits now and
indefinitely into the future; and
c. rcs will continue to suffer irreparable harm to its reputation in the eyes of
its former and current customers and clients.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. requests this Honorable
Court to enter an Order pursuant to Pa. RC.P. 1531 as follows:
(I) That all Defendants be ordered to appear, following due notice, and show cause
why a preliminary injunction should not be issued during the pendency of this
action according to the relief requested in the Complaint oncs and the requested
injunctive relief;
(2) That an injunction shall issue, preliminarily until final hearing, and for a period to
extend to October 31, 2002, enjoining Defendants from soliciting or contacting
the former or current customers oncs, and enjoining the Defendants from
utilizing, divulging, or otherwise disseminating any proprietary or confidential
information acquired during Defendants time of employment with the Plaintiff;
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(3) That the Court's Order shall remain in full force and effect until such time as this
Court specifically orders otherwise,
Date: November 20,2001
Theodo e A. Adler, Esquire
Attorney LD. No. 16267
Thomas O. Williams, Esquire
Attorney LD. No. 67987
2331 Market Street
Camp Hill, PA 17011-464
Telephone: (717) 763-1383
Attorneys for Plaintiff
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
Plaintiff
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INc.'
Defendants
NOTTeR
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 defenses or obj ections to the claims set forth against you. You are warned that if you fail to
do so the case may proceed without you and a judgment may be entered against you by the court
without further notice for any money claimed in the complaint or for any other claim or relief
requested by the plaintiff. You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HA VB A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET
FORTI! BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Cumberland County Bar Association
2 Liberty Avenue
Carlisle, P A 17013
(717) 249-3166
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
: NO:
v.
ALBERT R. THOMAS, SHERl THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
COMPI,AINT IN RQlJITY
1. The Plaintiff Investigative Consultant Services, Inc. (hereinafter "ICS") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 4004 Trindle Road, Camp Hill,
Cumberland County, Pennsylvania 17011.
2. Defendant Albert R. Thomas is an adult individual with a present address of 118
East Second Street, Mt. Carmel, Pennsylvania 17851.
3. Defendant Sheri Thomas is an adult individual with a present address of 118 East
Second Street, Mr. Carmel, Pennsylvania 17851.
4. Defendant Hayes, Stoudt & Associates, Inc. (hereinafter "Hayes Stoudt") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 328 West Broad Street, Suite 200,
Quakertown, Pennsylvania 18951.
COIJNTI
Breach of Contract (Covenant Not to Compete)
ICS v. Albert R. Thomas and Hayes, Stoudt & Associates, Inc.
5. On December 1, 1995, PlaintiffICS and Defendant Albert R. Thomas entered into
a valid written employment agreement under whose terms ICS hired Defendant Albert R.
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Thomas as an investigator (hereinafter "employment contract"). A true and correct copy of the
aforesaid employment contract is attached hereto, made a part hereof and marked as Exhibit "A".
6. In accordance with the employment contract, Defendant Albert R. Thomas agreed,
in consideration of his employment, training and salary, that he would be prohibited for two (2)
years from the tennination of his employment with ICS from doing any of the following:
a. Divulging the names or addresses of any of the clients or customers ofICS
to any party not employed by ICS; and
b. Calling on or marketing any current client ofICS on behalf of himself or
any other employer.
7. In addition, Defendant Albert R. Thomas agreed that ifhe violated the aforesaid
contractual provision and performed services for any client ofICS during the said two (2) year
period following his termination of employment with ICS either personally or on behalf of a new
employer he would pay ICS 100% of any fees paid by said client ofICS.
8. On October 30, 2000, Defendant Albert R. Thomas voluntarily tenninated his
employment with ICS, subject to the terms and conditions of the employment contract attached
hereto as Exhibit "A".
9. Defendant Albert R. Thomas has become associated with Defendant Hayes
Stoudt, a direct competitor of ICS.
10. By way ofa letter dated September 4,2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it from the ICS clients identified above. In particular, ICS's
attorneys advised Defendant Hayes Stoudt that Defendant Albert Thomas had violated his
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employment contract by contacting Travelers Investigative Services and Selective Insurance
Company. A true and correct copy of the aforesaid letter is attached hereto as Exhibit "B".
II. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it
has received from ICS's clients, and in fact has refused to even respond to the aforesaid letter.
12. Defendant Albert R. Thomas has been contacting and soliciting existing and
former clients oncs in an effort to have them shift work from ICS to his new employer,
Defendant Hayes Stoudt, in violation of the express terms and conditions of the employment
contract attached hereto as Exhibit "A".
13. The clients oncs, which Defendant Albert R. Thomas has contacted and
solicited on behalf of his new employer include, but are not limited to, Inservco Insurance
Services, Inc. of La wrencevi lie, New Jersey, Reading Anthrocite Company in Pottsville,
Pennsylvania, Travelers Investigative Services, in Reading, Pennsylvania and Selective
Insurance Company in Lehigh Valley, Pennsylvania.
14, The aforesaid actions of Defendant Albert R. Thomas constitute breaches of the
employment contract and in particular the covenant not to compete contained in the employment
contract.
15. The activities of Defendant Albert R. Thomas, as set forth above, and his
continuance of these activities, have caused and will continue to cause irreparable harm to ICS' s
business and valuable goodwill in that:
a. ICS has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. ICS has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future.
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16. Defendant Hayes Stoudt is an indispensable party because it is believed and
therefore averred that it has received and retained fees and profits which were obtained as a result
of the actions, contacts and solicitations of Defendant Thomas that constitute violations of the
covenant not to compete contained in the employment agreement.
17. rcs has no adequate remedy at law to protect its business and property rights and
restraint by injunction is necessary to afford adequate relief.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(1) That an injunction issue, preliminarily and for a period to continue until
October 31, 2002, enjoining Defendant Albert R. Thomas from contacting
any previous or current clients ofICS, and from divulging the names or
addresses of any ofICS' s customers or clients;
(2) That Defendants Albert R. Thomas and Hayes Stoudt be required to
account to rcs for all fees and profits derived from Defendant Albert R.
Thomas' breach ofthe contract; and
(3) That rcs be granted such other relief as the Court may deem just and
appropriate.
COUNT II
Breach of Contract (Covenant not to Compete)
ICS v. Sheri Thomas and Hayes, Stoudt & Associates, Inc.
18. Plaintiff incorporates herein by reference the averments of paragraphs 1 through
17 above as if set forth fully.
19. On December 1,1995, PlaintiffICS and Defendant Sheri Thomas entered into a
valid written employment agreement under whose terms rcs hired Defendant Sheri Thomas as
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an investigator (hereinafter "employment contract"). A true and correct copy of the aforesaid
employnlent contract is attached hereto, made a part hereof and marked as Exhibit "C".
20. rn accordance with the employment contract, Defendant Sheri Thomas agreed, in
consideration of her employment, training and salary, that he would be prohibited for two (2)
years from the termination of his employment with rcs from doing any ofthe following:
a, Divulging the names or addresses of any of the clients or customers ofICS
to any party not employed by rcs; and
b. Calling on or marketing any current client ofICS on behalf of himself or
any other employer.
21. In addition, Defendant Sheri Thomas agreed that if she violated the aforesaid
contractual provision and performed services for any client ofICS during the said two (2) year
period following her termination of employment with rcs either personally or on behalf of a new
employer she would pay rcs 100% of any fees paid by said client ofICS.
22. On October 30, 2000, Defendant Sheri Thomas voluntarily terminated her
employment with rcs, subject to the terms and conditions ofthe employment contract attached
hereto as Exhibit "C".
23. Defendant Sheri Thomas has become associated with Defendant Hayes Stoudt, a
direct competitor ofICS.
24. By way of a letter dated September 4,2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it from the rcs clients identified above. A true and correct copy
of the aforesaid letter is attached hereto as Exhibit "B".
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25. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it
has received from rcs's clients, and in fact has refused to even respond to the aforesaid letter.
26. Defendant Sheri Thomas has been contacting and soliciting existing and former
clients oncs in an effort to have them shift works from rcs to her new employer, Defendant
Hayes Stoudt, in violation ofthe express terms and conditions of the employment contract
attached hereto as Exhibit "C".
27. The clients oncs, which Defendant Sheri Thomas has contacted and solicited on
behalf of her new employer include, but are not limited to, Inservco Insurance Services, Inc. of
Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville, Pennsylvania, Travelers
Investigative Services, in Reading, Pennsylvania and Selective Insurance Company in Lehigh
Valley, Pennsylvania.
28. The aforesaid actions of Defendant Sheri Thomas constitute breaches of the
employment contract and in particular the covenant not to compete contained in the employment
contract.
29. The activities of Defendant Sheri Thomas, as set forth above, and her continuance
of these activities, have caused and will continue to cause irreparable hann to rcs's business and
valuable goodwill in that:
a. rcs has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. rcs has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future.
30. Defendant Hayes Stoudt is an indispensable party because it is believed and
therefore averred that it has received and retained fees and profits which were obtained as a result
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of the actions, contacts and solicitations of Defendant Thomas that constitute violations ofthe
covenant not to compete contained in the employment agreement.
31. rcs has no adequate remedy at law to protect its business and property rights and
restraint by injunction is necessary to afford adequate relief.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(1) That an injunction issue, preliminarily and for a period to continue until
October 31, 2002, enjoining Defendant Sheri Thomas from contacting any
previous or current clients ofICS, and from divulging the names or
addresses of any ofICS's customers or clients;
(2) That Defendants Sheri Thomas and Hayes Stoudt be required to account to
rcs for all fees and profits derived from Defendant Sheri Thomas' breach
of the contract; and
(3) That rcs be granted such other relief as the Court may deem just and
appropriate.
COUNT III
Misappropriation of Trade Secrets
les v. Albert R. Thomas and Sheri Thomas
32. Plaintiff incorporates herein by reference the averments of paragraphs 1 through
31 above as if set forth fully.
33. rcs has, by the expenditure of considerable time, effort and money, developed the
following valuable proprietary information about its business and its customers, all of which
constitute trade secrets:
a. The names of its customers;
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b. The identity of the individual or individuals within each customer's
organization who makes actual purchasing decisions;
c. Its customer's buying habits and preferences; and
d. Pricing and pricing strategies.
34. Defendants Albert R. Thomas and Sheri Thomas duties while employed with rcs
were in large part related to the sale oncs' s services to existing and prospective customers and
the maintenance of those customer accounts.
35. In their capacity as valued employees oncs, Defendants Albert R. Thomas and
Sheri Thomas had access to and did learn virtually all of the trade secrets and valuable
proprietary information oncs as referred to above.
36. Subsequent to terminating their employment with rcs, Defendants Albert R.
Thomas and Sheri Thomas have offered to perform virtually the same services to customers and
potential customers oncs on behalf of Defendant Hayes Stoudt in direct competition with rcs
using the proprietary information and trade secrets oncs.
37. It is believed and therefore averred that Defendants Albert R. Thomas and Sheri
Thomas have prepared and/or made proposals to rcs's customers and potential customers on
behalf of Defendant Hayes Stoudt using proprietary information and trade secrets learned while
they were employees oncs.
38. The trade secrets referred to in this action, which are in the possession of
Defendants Albert R. Thomas and Sheri Thomas, are being willfully and intentionally used by
Defendants to lure rcs's existing and potential customers for their own benefit and to establish
favorable relationships with rcs's customers and potential customers on behalf of Defendant
Hayes Stoudt.
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39. The conduct of Defendants Albert R. Thomas and Sheri Thomas, if permitted to
continue, will cause ICS to suffer immediate and irreparable hann, loss of business from existing
customers, loss of potential business, and loss of goodwill in the marketplace.
40. The monetary value of the hann to ICS cannot be definitely ascertained, nor is
there an adequate remedy at law to remedy the hann.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court:
(a) To issue an Order enjoining Defendants Albert R. Thomas and Sheri
Thomas from communicating with or soliciting any person, firm or
corporation which has been or is a customer or a potential customer ones
until October 31, 2002;
(b) To issue an Order directing Defendants Albert R. Thomas, Sheri Thomas,
and Hayes Stoudt to account to and pay over to ICS any fees and profits
the Defendants have received from the sale to any person, firm or
corporation which has been or is a customer oncs;
(c) Grant ICS such other relief as this Court shall deem proper.
Date: November 20, 2001
Th dore A. Adler, Esquire
Attorney LD. No. 16267
Thomas O. Williams, Esquire
Attorney LD. No. 67987
2331 Market Street
Camp Hill, PA 17011-464
Telephone: (717) 763-1383
Attorneys for Plaintiff
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EXHIBIT "A"
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Dated:
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Employee's Name: ./!/..fjfi{T" Jf,
POSITION: R,c& (0 vII [ J1.t,v.f tJ F/('
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INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October 1, 1995
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant Services, Inc. ("ICS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front street, Harrisburg, Pennsylvania, as
Managers/Private Detectives/Investigators during the course of
his employment with Ies.
In consideration for the salary agreed upon at the time
of hiring each new employee, or for the salary currently being
earned by current employees, and subsequent salary evaluations
and increases and promotions, and in further consideration for
the additional benefits provided in accordance with current
company policy, each licensed Private Detective/Investigator and
Manager should read and acknowledge, with his signature,
intending to be legally bound, the following terms:
1. In addition to my salary, which is to be paid in equal
monthly installments payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc., the following additional benefits of
my employment have been explained in detail to me by my
supervisor:
(a) Vacation policy and personal days;
(b) Sick leave policy;
(c)
Paid holidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hour days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K savings Plan;
(f) Life and DisabiliLy Insurance;
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(g) Reimbursement for business mileage that r drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by rcs; and
(h) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. r understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. r understand this may require holiday
and weekend work on occasion. r acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. r agree to do whatever is necessary
to ensure that each assignment I am given is
investigated thoroughly and professionally.
3. r understand that my performance will be compared to
other managers/investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. r also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. r understand that my employment is "at will" and may be
terminated by rcs or me at any time.
5. r understand that, if r disagree in any way with my
supervisor's decisions and assignments, r may appeal
such decisions and/or assignments in writing to the
President of rcs.
6. r understand that rcs company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies.
7. r understand and have read the corporate policy
memorandum regarding part-time employment. r agree to
comply with the terms of that policy.
8. r understand that it is imperative that r hold a valid
driver's license. r affirm that the information
regarding my driver's history as presented in my
employment application is true and valid as stated. r
will report any loss or suspension of my driver's
license to rcs immediately. r also affit;:: that I have
not been convicted of a felony or any offens~ involving
moral turpitude or any misdemeanor or offense 0~ any
nature.
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9. ~ agree to sign a-receipt for all company property
~ssued to me by lCS, and to utilize care in handling
all company equipment, including company vehicles. I
understand I may be liable for repairs or replacement
of said equipment if the damage or loss of said
equipment is shown to be a result of negligent or
intentional misconduct on my part. After termination
of my employment for any reason, I agree to immediately
return all rcs property to lCS. r will also turn over
all documents, papers, files, records, manuals, or
other written or graphic material relating to lCS or
any client of rcs.
10. r understand and agree that if, after termination of my
employment with lCS, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter which
occurred during my employment with rcs, I will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate I was earning at the time of termination.
This will be a fair and equitable amount for time and
service. I understand that I may request that a
subpoena be issued for my testimony.
11. r agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with ICS policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with ICS supported by receipts,
for which I will be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Voucher." I also
understand that I will receive a cash advance which I
must account for by utilizing my "Bi-weekly Expense
Voucher."
12. (a) I understand and agree that, during the term of my
employment with ICS and within two (2) years after
termination of employment with rcs, I will not
divulge the names or addresses of any of the
clients or customers of lCS to any party not
employed by ICS, nor will I call on or market any
current client of ICS on behalf of myself or any
other employer, with the exception that the
identity of clients or cust.omers may be provided
to future clients as references. I agree that, if
I violate this provision and perform services for
any client of rcs during said two (2) year period,
either personally or on behalf of a new employer,
I will pay lCS 100% of any fees paid by said
client of ICS as liquidated damages f~r the breach
of this provision. These fees shall be payable to
ICS, without demand by ICS, within 10 days of
payment by said client of rcs.
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(b) r also agree that r will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
rcs .to terminate their employment with rcs.
(c) I further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with rcs, not to
divulge any information which r learned while in
the employ of rcs which could be construed as a
"trade secret". All such disclosures must be
approved, in advance, by rcs' Chief Executive
Officer.
(d) r agree that the provisions of this paragraph 12
are reasonable. r understand that if r breach or
threaten to breach the provisions of this
paragraph, rcs shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. rf a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
13. r agree to conduct myself at all times while an
employee of rcs in an ethical, moral and professional
manner.
14. r agree to provide two (2) weeks written notice in the
event that r desire to terminate my employment with
res. r understand that r will be paid at the time of
termination of my employment, at the end of the
calendar month following the date of termination, and
that my final paycheck will include payment for unused
annual leave in accordance with the current rcs policy.
r understand that, prior to the issuance of my final
paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed and
settled. All damage to my equipment must be resolved,
and all costs incurred by rcs will either be paid for
or will be deducted from my final paycheck.
15. r understand that any violation of the "Terms of
Employment" may result in administrative or
disciplinary action being taken by rcs.
16. r understand and acknowledge that any use of .the client
lists, prospective client material, price lists, report
formats and/or other confidential materi.al considered
as "trade secrets" after termination or my employment
with rcs may result i~ legal action being ta~~n against
me by rcs.
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17. Employee shall not divulge any information acquired by
employees of ICS toanyone and further shall not make a
false report to ICS. To divulge information is a
violation' of Section 14 of the Private Detective Act.
18. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
Pennsylvania. The corporate headquarters of ICS are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin County, Pennsylvania, and I consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that I
understand the above "Terms of Employment."
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have read and
Signature
Date
Id I( fer \
ICSEMPL2.AGR DRG19
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EXHIBIT "B"
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REAGER & ADLER, PC
ATTORNEYS AND COUNSELORS AT LAW
2331 MARKET STREET i
CAMP HILL, PENNSYLVANIA 17011-4642
717-763-1383
TELEFAX 717-730-7366
WEBSITE: ReagerAdlerPC.com
THEODORE A. ADLER +
PAVID W. REAGER
CHARLES E. ZALESKI
I-INUS E. FENICLE
PEBRA PENISON CANTOR
THOMAS O. WILLIAMS
SUSAN H_ CONFAIR
JOANNE H. CLOUGH
Writer's E~Mail Address; taadler@epix.net
+ Certified Civil Trial Specialist
September 4, 2001
Tom Hayes
Jeff Stoudt
Hayes, Stoudt & Associates, Inc.
Professional Investigations
328 W. Broad Street, Suite 200
Quakertown, PA 18951
Re: Albert Thomas; Sheri Thomas
Our File No.: 00-871.000
Gentlemen:
We represent Investigative Consultant Services, Inc. (ICS).
Albert and Sheri Thomas were employees ofICS until October 31,2000. As part of their
employment, the Thomases signed an employment agreement with ICS. The agreement
contained a restrictive covenant that prevents the Thomases from calling on or marketing to any
clients of ICS for a period of two (2) years following their termination of employment.
Recently, it has come to ICS's attention that the Thomases have been employed by your
company. Indeed, Albert Thomas is holding himself out as your company's Manager of
Investigations. In that capacity he has solicited business from a number of companies which
were clients ofICS's at the time the Thomases terminated their employment with IeS. These
clients include, but are not limited to:
(a) Inserveco Insurance Services, Inc., Lawrensville, NJ;
(b) Reading Anthracite Company, Pottsville, PA;
(c) Travelers Investigative Services, Reading, PA; and
(d) Selective Insurance Company, Lehigh Valley, PA.
ICS has confirmed that Al Thomas has been in contact with each of these companies and perhaps
otherICS clients.
Tom Bayes
Jeff Stoudt
Bayes, Stoudt & Associates, Inc.
September 4, 2001
Page 2
The employment agreement signed by the Thomases provides that rcs shall be paid, as
liquidated damages, 100% of the fees received from any client oncs with whom the Thomases
may have dealt with in violation of the employment agreement. We are requesting that you
provide us with the following information:
(a) Confirmation that Sheri Thomas is employed by your company; and
(b) An accounting of all fees received by your company from the ICS clients
identified above since November 1, 2000.
We are also demanding that your company agree that the Thomases will not have any
dealings with present or former rcs clients until November 1,2002, and that your company will
ensure compliance with this agreement. Since both of you previously worked for ICS, we
assume that you have knowledge oncs's client base. However, if you need a list of clients with
whom the Thomases may have no contact, ICS will provide it to you.
By copy of this letter, we are demanding that the Thomases have no dealings with any
present or former ICS clients until November I, 2002.
We can resolve the issue set forth in this letter the easy way or the hard way. It is your
choice. Ifwe do not hear from you within ten (10) days of the date of this letter that you have
agreed to all of the provisions contained herein, we will assume that you have chosen the hard
way and we will commence litigation.
We look forward to your response.
TAA/cmc
cc: Albert and Sheri Thomas
Carl Schleicher
Investigative Consultant Services, Inc.
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Employee's Name:
,____,j . 'f '---;.J Dated:
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POSITION:
INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October ~, ~995
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant Services, Inc. ("IeS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front Street, Harrisburg, Pennsylvania, as Private
Detectives/Investigators during the course of his employment with
ICS.
In consideration of the hourly wage agreed upon at the
time of hiring each new employee, or for the hourly wage
currently being earned by current employees, and subsequent
hourly wage evaluations and increases and promotions, and in
further consideration of the additional benefits provided in
accordance with current ICS policy, each licensed Private
Detective/Investigator should read and acknowledge, with his
signature, intending to be legally bound, the following terms:
1. I will receive an hourly wage which is to be paid in
monthly installments, payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc. I will record all hours worked on
time sheets to be reviewed by my supervisor. I
understand that I will be paid for a minimum of forty
(40) hours a week. In addition to this hourly wage,
the following additional benefits of my employment have
been explained in detail to me by my supervisor:
(a) vacation policy and personal days;
(b) Sick leave policy;
(c) Paid holidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hour days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K Savinge Plan;
(f) Life and Disability Insurance;
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(g) Overtime pay for hours worked in excess of forty
(40) hours a week. Overtime pay will be pa~d on
the next payday after the month in which it is
worked (i.e., October overtime will be paid in
November)i and
(h) Reimbursement for business mileage that r drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by rcs i and
(i) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. r understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. r understand this may require holiday
and weekend work on occasion. r acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. r agree to do whatever is necessary
to ensure that each assignment r am given is
investigated thoroughly and professionally.
3. r understand that my performance will be compared to
other investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. I also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. I understand that my employment is "at will" and may be
terminated by rcs or me at any time.
5. I understand that, if I disagree in any way with my
supervisor's decisions and assignments, I may appeal
such decisions and/or assignments in writing to the
President of rcs.
6. r understand that rcs company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies.
7. r understand and have read the corporate policy
memorandum regarding part-time employment. r agree to
comply with the term~ of that policy.
8. r un~2cstand that it is imperative that I hold a valid
driver" license. r affirm that the information
regarding mj driver's history as presented in my
employment application is true and valiJ as stated. r
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will report any loss or suspension of my driver's
license to Ie~ immediately. I also affirm that J have
not been conv~cted of a felony or any offense involving
moral turpitude or any misdemeanor or offense of any
nature.
9. I understand that I must supply my own vehicle that is
suitable for investigative and surveillance work. The
vehicle must be approved by my regional manager. I
will not perform maintenance of or repairs to my
vehicle on Ies' time. I further understand that I must
carry my own vehicle insurance and agree to provide Ies
with a current certificate of insurance upon renewal,
or at least annually. In addition, I will report any
cancellation of my automobile policy to Ies
immediately.
~O. r agree to sign a receipt for all company property
issued to me by res and to utilize care in handling all
res equipment. r understand that r may be liable for
repairs or replacement of said equipment if the damage
or loss of said equipment is shown to be a result of
negligent or intentional misconduct on my part. After
termination of my employment for any reason, r agree to
immediately return all Ies property to Ies. I will
also turn over all documents, papers, files, records,
manuals, or other written or graphic material relating
to IeS or any client of res.
~1. I understand and agree that if, after termination of my
employment with IeS, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter which
occurred during my employment with IeS, I will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate set by res and advertised to all employees
by a policy memorandum. This rate will be revised
annually by Ies and will be a fair and equitable amount
for time and service. I understand that I may request
that a subpoena be issued for my testimony.
12. r agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with res policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with res supported by receipts,
for which I will. be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Voucher." I also
understand that I w~ll receive a cash advan~2 which I
must account for by utilizing my "Bi-weekly Expense
Voucher. 11
13 .
(a)
I understand and agree that, during the term of my
employmen1... ".;ith res and within two (2) years after
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termination of employment with rcs, r will not
divulge the names or addresses of any of the,
clients or customers of rcs to any party not'
employed b~ rcs, nor will r call on or market any
current cllent of rcs on behalf of myself or any
other employer, with the exception that the
identity of clients or customers may be provided
to future clients as references. r agree that, if
r violate this provision and perform services for
any client of rcs during said two (2) year period,
either personally or on behalf of a new employer,
r will pay rcs ~OO% of any fees paid by said
client of rcs as liquidated damages for the breach
of this provision. These fees shall be payable to
rcs, without demand by rcs, within 10 days of
payment by said client of rcs.
(b) I also agree that r will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
res to terminate their employment with rcs.
(c) I further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with rcs, not to
divulge any information which r learned while in
the employ of ICS which could be construed as a
"trade secret". All such disclosures must be
approved, in advance, by rcs' Chief Executive
off icer.
(d) r agree that the provisions of this paragraph 13
are reasonable. I understand that if I breach or
threaten to breach the provisions of this
paragraph, ICS shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. If a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
14. r agree to conduct myself at all times while an
employee of ICS in an ethical, moral and professional
manne::-.
15. I agree to provide two (2) weeks written notice in the
event that I desire to terminate my employment with
ICS. r understand that r will be paid at the time of
termination of my employment, at the end of the
calei~ar month following the date of termination, and
that rr.;: final paycheck will include payment for unu:ed
annual leave in accordance with ~he current rcs POllCY.
I understand that, prior to the issuance of my final
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paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed anq
settled. All damage to my equipment must be resolved,
and all costs incurred by res will either be paid for
or will be deducted from my final paycheck.
16. r understand that any violation of the "Terms of
Employment" may result in administrative or
disciplinary action being taken by res.
17. r understand and acknowledge that any use of the client
lists, prospective client material, price lists, report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with res may result in legal action being taken against
me by res.
18. Employee shall not divulge any inf0~~ation acquired by.
employees of res to anyone and further shall not make a
false report to res. To divulge information is a
violation of Section 14 of the Private Detective Act.
19. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
Pennsylvania. The corporate headquarters of res are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin County, Pennsylvania, and r consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that r have read and
understand t.he ~ a:~~~"~:;msC2o~~:::o:mentD'a"te
signature ~t-<-.r /-- ;/t{.-?'./ (, /(/2 ~ /- J .Y--
ICSEMPLY.ACR ORC19
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VRRIFICATION
I, Carl Schleicher, verifY the averments ofthe foregoing Complaint in Equity are true
and correct to my personal knowledge, information and belief. I understand that false statements
herein are made subject to the penalties of 18 Pa. C.S. 94904, relating to unsworn falsification to
authorities.
Date: /(-7'0 -0 I
By:
CarlS
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VRRTFTCA TTON
I, Carl Schleicher, verifY the averments of the foregoing Motion for Preliminary
Injunction are true and correct to my personal knowledge, information and belief. I understand
that false statements herein are made subject to the penalties of 18 Pa. C.S. !j4904, relating to
unsworn falsification to authorities.
Date: ;/;l!J - () (
By:
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Revised 11/30/92
Employee's Name:
Position:
INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for persons employed
as Private Detective/Investigators
Effective March I, 1991
This agreement supersedes all other employment
agreements entered into by the employee.
All persons now employed or who will be employed in the future
by Investigative Consultant Services, Inc. (ICS), a Pennsylvania
corporation with its corporate office located at 3109 North Front
Street, Harrisburg, Pennsylvania, as Private
Detectives/!nvestigator during the course of his employment with
ICS.
In consideration for the salary agreed upon at the time of
hiring each new employee, or for the salary currently being earned
by current employees, and subsequent salary evaluations, and in
further consideration for the additional benefits provided in
accordance with current company policy, each licensed Private
Detective/Investigator should read and acknowledge with his
signature, the following texms:
1. In addition to my salary, which is to be paid in equal
monthly installments payable on the last day of each month and
subject to withholding of federal, state and local taxes, etc, the
following additional benefits of my employment have been explained
in detail to me by my supervisor.
(a) Vacation policy and personal days;
(b) Sick leave policy;
(c) Paid holidays. Vacation days, personal
days, sick days and holidays will be
credited as eight (8) hour days for pay
purposes;
(d) Medical benefits for myself and my family;
(e) 401K Savings Plan
,
DEFENiJ ANT'S:
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(f) Reimbursement for business mileage that
I drive while working for clients that are
ordinarily billable to clients at a
reimbursement rate to be set by ICS
(g) Reimbursement for business expenses that
are incurred while working for clients and
are ordinarily billable to clients
2. I understand that the nature of my job will require long
hours and odd hours of work, depending on the specific requirement
of the cases assigned to me for investigation. I understand this
may require hOliday and weekend work on occasion. I acknowledge
that there are no minimum or maximum hours required on any given
day or assignment. I agree to do whatever is necessary to ensure
that each assignment I am given is investigated thoroughly and
professionally.
3. I understand that my performance will be compared to other
managers/investigators by my supervisor and that sustained,
superior performance will be rewarded through quality pay increases
and bonuses at the discretion of my supervisor. I also understand
that, if my performance is lacking in any way, it will be pointed
out to me by my supervisor, and administrative action may be taken
by my supervisor.
4. I understand that my employment is "at will" and may be
terminated by ICS or me at any time.
5. I understand that, if I disagree in any way with my
supervisor's decisions and assignments, I may appeal such
decisions and/or assignments in writing to the President of ICS.
6. I understand that ICS company policy forbids me to carry
firearms or other concealed weapons during the course of my
employment due to restrictions in the corporate liability insurance
policies. 'i'
7. I understand and have read the corporate policy memorandum
regarding part time employment. I agree to comply with the terms
of that policy.
8. I understand that it is imperative that I hold a valid
driver's license. I affirm that the information regarding my
driver's history as presented in my employment application is true
and valid as stated. I will report any loss or suspension of my
driver's license to ICS immediately. I also affirm that I have not
been convicted of a felony or any offense involving moral turpitude
or any misdemeanor or offense of any nature.
9. I agree to sign a 'receipt for all company property issued
to me by ICS, Incorporated and to utilize care in handling all
company equipment including company vehicles and I understand I may
be liable for repairs or replacement of said equipment if the
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damage or loss of said equipment is shown to be a result of
negligence or intentional misconduct on my part.
10. I understand and agree that if, after termination of my
employment with ICS, I am required to testify at a hearing or other
judicial proceeding regarding an investigation or other
administrative matter which occurred during my employment with Ies,
I will be reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an hourly rate I was
earning at the time of termination. This will be a fair and
equitable amount for time and service. I understand that I may
request that a subpoena be issued for my testimony.
11. I agree to keep an accurate record of my time and mileage
on a. "Time and Mileage Record" in accordance with lCS policy and
further agree to keep a valid 'and accurate record of reasonable
expenses incurred in the course of my employment with ICS,
supported by receipts, for which I will be reimbursed bi-weekly
upon submission of my "Bi-Weekly Expense Voucher". I also
understand that I will receive a cash advance which I must account
for by utilizing my "Bi-Weekly Expense Voucher".
12. I understand and agree that, during the term of my
employment with ICS and within two (2) years after termination of
employment with lCS, I will not divulge the names or addresses of.
any of the clients or customers of lCS to any party not employed
by lCS, nor will I call on or market any current client of les on
behalf of myself or any other employer, with the exception of
certain client or customer information which may be provided to
current clients or future clients as references. Additionally, I
agree, during the term of my employment and for a period of two
(2) years after termination of my employment with IeS, not to
divulge any information which I learned while in the employ of les
which could be construed as a "trade secret". All such disclosures
must be approved by corporate headquarters.
13. 1 agree to conduct myself at all times while an employee
of lCS in an ethical, moral and professional manner.
14. I agree to provide two (2) weeks written notice in the
event that I desire to terminate my employment with les. 1
understand that I will be paid at the time of termination of my
employment, at the end of the calendar month following the date
of termination, and that my final paycheck will include payment for
unused annual leave in accordance with the current les policy. I
understand that, prior to the issuance of my final paycheck, my
equipment will be inspectet for damage and accounted for, and my
expense voucher reviewed and settled. All damage to my equipment
must be resolved, and all costs incurred by lCS will either be paid
for or will be deducted from my final paycheck.
15. I understand that any violation of the "Terms of
Employment" may result in administrative or disciplinary action
being taken by les.
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16. I understand and acknowledge that any use of the client
lists, prospective client material, price lists, report formats
and/or other confidential material considered as "trade secrets"
after termination of my employment with ICS may result in legal
action being taken against me by ICS.
17. Employee shall not divulge any information acquired by
employees of leS, Incorporated to anyone and further shall not make
a false report to lCS, Incorporated. To divulge information is a
violation of Section 14 of the Private Detective Act.
I, the undersigned, acknowledge that I have read and
understand the above "Terms of Employment".
SIGNATURE
DATE
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Employee's Name: .d/J3fi{; fr,
POSITION: R,ccGlc vI! C ;ij,.v1 tJ F/('
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INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October 1, 1995
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant Services, Inc. ("ICS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front street, Harrisburg,Pennsylvania, as
Managers/Private Detectives/Investigators during the course of
his employment with Ies.
In consideration for the salary agreed upon at the time
of hiring each new employee, or for the salary currently being
earned by current employees, and subsequent salary evaluations
and increases and promotions, and in further consideration for
the additional benefits provided in accordance with current
company policy, each licensed Private Detective/Investigator and
Manager should read and acknowledge, with his signature,
intending to be legally bound, the following terms:
1. In addition to my salary, which is to be paid in equal
monthly installments payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc., the following additional benefits of
my employment have been explained in detail to me by my
supervisor:
(a) Vacation policy and personal days;
(b) Sick leave policy;
(c)
Paid holidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hoUr days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K Savings Plan;
(f) Life and Disability Insurance;
,
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PLAINTIFF'S
EXHIBIT
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(g)
Reimbursement for business mileage that I drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by lCS; and
(h)
Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. I understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. I understand this may require holiday
and weekend work on occasion. I acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. I agree to do whatever is necessary
to ensure that each assignment I am given is
investigated thoroughly and professionally.
3. I understand that my performance will be compared to
other managers/investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. I also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. I understand that my employment is "at will" and may be
terminated by lCS or me at any time.
5. I understand that, if I disagree in any way with my
supervisor's decisions and assignments, I may appeal
such decisions and/or assignments in writing to the
President of lCS.
6. I understand that lCS company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies.
7. I understand and have read the corporate policy
memorandum regarding part-time employment. I agree to
comply with the terms of that policy.
8. I understand that it is imperative that I hold a valid
driver's license. I affirm that the information
regarding my driver's history as presented in my
employment application is true and valid as stated. I
will report any loss or suspension of my driver's
license to rcs immediately. I also affir2 that I have
not been convicted of a felony or any offens~ involving
moral turpitude or any misdemeanor or offense 0~ any
nature.
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9. ~ agree to sign a'receipt for all company property
~ssued to me by rcs, and to utilize care in handling
all company equipment, including company vehicles. I
understand I may be liable for repairs or replacement
of said equipment if the damage or loss of said
equipment is shown to be a result of negligent or
intentional misconduct on my part. After termination
of my employment for any reason, I agree to immediately
return all ICS property to lCS. 1 will also turn over
all documents, papers, files, records, manuals, or
other written or graphic material relating to lCS or
any client of ICS.
10. 1 understand and agree that if, after termination of my
employment with rcs, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter which
occurred during my employment with ICS, I will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate I was earning at the time of termination.
This will be a fair and equitable amount for time and
service. I understand that I may request that a
subpoena be issued for my testimony.
11. I agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with res policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with Ies supported by receipts,
for which I will be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Voucher." I also
understand that I will receive a cash advance which r
must account for by utilizing my "Bi-weekly Expense
Voucher."
12. (a) I understand and agree that, during the term of my
employment with Ies and within two (2) years after
termination of employment with les, 1 will not
divulge the names or addresses of any of the
clients or customers of lCS to any party not
employed by rcs, nor will 1 call on or market any
current client of rcs on behalf of myself or any
other employer, with the exception that the
identity of clients or customers may be provided
to future clients as references. r agree that, if
r violate this provision and perform services for
any client of ICS during said two (2) year period,
either personally or on behalf of a new employer,
r will pay rcs 100% of any fees paid by said
client of ICS as liquidated damages f~r the breach
of this provision. These fees shall be payable to
rcs, without demand by rcs, within 10 days of
payment by said client of rcs.
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(b) I also agree that I will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
ICS .to terminate their employment with ICS.
(c) I further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with ICS, not to
divulge any information which I learned while in
the employ of ICS which could be construed as a
"trade secret". All such disc'losures must be
approved, in advance, by ICS' Chief Executive
Officer.
(d) I agree that the provisions of this paragraph 12
are reasonable. I understand that if I breach or
threaten to breach the provisions of this
paragraph, ICS shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. If a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
13. I agree to conduct myself at all times while an
employee of ICS in an ethical, moral and professional
manner.
14. I agree to provide two (2) weeks written notice in the
event that I desire to terminate my employment with
ICS. I understand that I will be paid at the time of
termination of my employment, at the end of the
calendar month following the date of termination, and
that my final paycheck will include payment for unused
annual leave in accordance with the current ICS policy.
I understand that, prior to the issuance of my final
paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed and
settled. All damage to my equipment must be resolved,
and all costs incurred by ICS will either be paid for
or will be deducted from my final paycheck.
15. I understand that any violation of the "Terms of
Employment" may result in administrative.or
disciplinary action being taken by ICS.
16. I understand and acknowledge that any use of .the client
lists, prospective client material, price listsi report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with ICS may result i~ legal action being tak~n against
me by ICS.
4
I, the undersigned, acknowledge that I
understand the above "Terms of Employment."
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17. Employee shall not divulge any information acquired by
employees of rcs to_anyone and further shall not make a
false report to rcs. To divulge information is a
violation' of Section 14 of the Private Detective Act.
18. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
Pennsylvania. The corporate headquarters of ICS are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin County, Pennsylvania, and I consent to the
venue and jurisdiction of said courts.
have read and
Signature
Date
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Ii 10 \
ICSEMPL2.AGR DRG19
5
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v.
NO. 2001 - 6560 CIVIL TERM
ALBERT R. THOMAS, SHERI
THOMAS, and HAYES, STOUDT &
ASSOCIATES, INC.,
Defendants
CIVIL ACTION - EQUITY
DEFENDANTS' ANSWER
TO PLAINTIFF'S COMPLAINT
AND NOW this
I ~ay of December, 2001, come the Defendants, ALBERT R.
THOMAS, SHERI THOMAS, and HAYES, STOUDT & ASSOCIATES, INC., by and through
their attorneys, Irwin, McKnight & Hughes, and respectfully file this Answer to the Plaintiffs
Complaint, and in support thereof aver as follows:
1. The averments of fact contained in paragraph one (1) of the Plaintiff s Complaint
are admitted.
2. The averments of fact contained in paragraph two (2) are admitted.
3. The averments of fact contained in paragraph three (3) are admitted.
4. The averments of fact contained in paragraph four (4) are admitted.
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COUNT I
Breach of Contract (Covenant Not to Compete)
ICS v. Albert R. Thomas and Hayes, Stoudt & Associates, Inc.
5. The averments contained in paragraph five (5) are conclusions oflaw to which no
response is required. To the extent that a response is required, the averments are specifically
denied and strict proof thereof is demanded at trial. By way of further answer, on December 1,
1995, Defendant Albert R. Thomas had already been employed by Plaintiff for many years, yet
no additional consideration was provided to Defendant Thomas under the terms of Plaintiff's
contract.
6. The contract referenced by Plaintiff in paragraph six (6) speaks for itself and
therefore no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial. By way of further answer, on
December 1, 1995, Defendant Albert R. Thomas had already been employed by Plaintiff for
many years, yet no additional consideration was provided to Defendant Thomas under the terms
of Plaintiff's contract.
7. The contract referenced by Plaintiff in paragraph seven (7) speaks for itself and
therefore no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial. By way of further answer, on
December 1, 1995, Defendant Albert R. Thomas had already been employed by Plaintiff for
many years, yet no additional consideration was provided to Defendant Thomas under the terms
of Plaintiff s contract.
8. The averments contained in paragraph eight (8) are admitted in part and denied in
part. It is admitted that as an employee-at-will, Defendant Albert R. Thomas voluntarily
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terminated his employment with Plaintiff. The remaining averments are conclusions of law to
which no response is required. To the extent that a response is required, the remaining
averments are specifically denied and strict proof thereof is demanded at trial.
9. The averments of fact contained in paragraph nine (9) are admitted in part and
denied in part. It is admitted that Mr. Thomas is employed by Defendant Hayes, Stoudt &
Associates, Inc. The remaining averments are specifically denied and strict proof thereof is
demanded at trial.
10. The letter referenced by Plaintiff in paragraph ten (10) speaks for itself and
therefore no response is required, and the remaining averments in paragraph ten (10) are
conclusions of law to which no response is required. To the extent that a response is required,
the averments are specifically denied and strict proof thereof is demanded at trial.
11. The averments contained in paragraph eleven (11) are specifically denied and
strict proof thereof is demanded at trial. By way of further answer, Defendants initial legal
counsel, Richard C. Howard, Jr., did respond to Plaintiff by letter dated October 11, 2001. A
true and correct copy of said correspondence is attached hereto and incorporated herein by
reference as Exhibit "A."
12. The averments contained in paragraph twelve (12) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
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13. The averments contained in paragraph thirteen (13) are denied as stated. It is
admitted that Defendant Albert R. Thomas contacted individuals at the entities listed by Plaintiff.
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
averments that said entities are clients of Plaintiff, so they are therefore specifically denied and
strict proof thereof is demanded at trial. Any inference that the actions of Defendant Albert R.
Thomas are prohibited either by Pennsylvania law or by the purported contract identified by
Plaintiff, as well as all remaining averments in paragraph thirteen (13) are specifically denied
and strict proof thereof is demanded at trial.
14. The averments contained in paragraph fourteen (14) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
15. After reasonable investigation, the Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments of fact contained in
paragraph fifteen (15) and its subparts so they are therefore specifically denied and strict proof
thereof is demanded at trial.
16. The averments contained in paragraph sixteen (16) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
17. The averments contained in paragraph seventeen (17) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
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WHEREFORE, Defendants Albert R. Thomas, Sheri Thomas, and Hayes, Stoudt &
Associates, Inc., respectfully request this Honorable Court to enter a judgment in their favor and
against Plaintiff in this matter, Investigative Consultant Services, Inc., together with reasonable
costs and attorney fees, and such other and further relief as this Court deems just.
COUNT II
Breach of Contract (Covenant Not to Compete)
ICS v. Sheri Thomas and Hayes, Stoudt & Associates, Inc.
18. The averments of fact contained in the Defendants' Answers above are hereby
incorporated by reference as if fully set forth below.
19. The averments contained in paragraph nineteen (19) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial. By way of further answer, on
December 1, 1995, Defendant Sheri Thomas had already been employed by Plaintiff for many
years, yet no additional consideration was provided to Defendant Thomas under the terms of
Plaintiff's contract.
20. The contract referenced by Plaintiff in paragraph twenty (20) speaks for itself and
therefore no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial. By way of further answer, on
December 1, 1995, Defendant Sheri Thomas had already been employed by Plaintiff for many
years, yet no additional consideration was provided to Defendant Thomas under the terms of
Plaintiff s contract.
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21. The contract referenced by Plaintiff in paragraph twenty-one (21) speaks for itself
and therefore no response is required. To the extent that a response is required, the averments
are specifically denied and strict proof thereof is demanded at trial. By way of further answer, on
December I, 1995, Defendant Sheri Thomas had already been employed by Plaintiff for many
years, yet no additional consideration was provided to Defendant Thomas under the terms of
Plaintiff's contract.
22. The averments contained in paragraph twenty-two (22) are admitted in part and
denied in part. It is admitted that as an employee-at-will, Defendant Sheri Thomas voluntarily
terminated her employment with Plaintiff. The remaining averments are conclusions of law to
which no response is required. To the extent that a response is required, the remaining
averments are specifically denied and strict proof thereof is demanded at trial.
23. The averments of fact contained in paragraph twenty-three (23) are specifically
denied and strict proof thereof is demanded at trial.
24, The letter referenced by Plaintiff in paragraph twenty-four (24) speaks for itself
and therefore no response is required, and the remaining averments in paragraph twenty-four
(24) are conclusions of law to which no response is required. To the extent that a response is
required, the averments are specifically denied and strict proof thereof is demanded at trial.
25, The averments contained in paragraph twenty-five (25) are specifically denied
and strict proof thereof is demanded at trial. By way of further answer, Defendants initial legal
counsel, Richard C. Howard, Jr., did respond to Plaintiff by letter dated October 11, 2001. A
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true and correct copy of said correspondence is attached hereto and incorporated herein by
reference as Exhibit "A."
26. The averments contained in paragraph twenty-six (26) are specifically denied and
strict proof thereof is demanded at trial.
27. The averments contained in paragraph twenty-seven (27) are specifically denied
and strict proof thereof is demanded at trial.
28. The averments of fact contained in paragraph twenty-eight (28) are conclusions of
law to which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
29. After reasonable investigation, the Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments of fact contained in
paragraph twenty-nine (29) and its subparts so they are therefore specifically denied and strict
proof thereof is demanded at trial.
30. The averments contained in paragraph thirty (30) are conclusions of law to which
no response is required. To the extent that a response is required, the averments are specifically
denied and strict proof thereof is demanded at trial.
31. The averments contained in paragraph thirty-one (31) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
,1
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WHEREFORE, Defendants Albert R. Thomas, Sheri Thomas, and Hayes, Stoudt &
Associates, Inc., respectfully request this Honorable Court to enter a judgment in their favor and
against Plaintiff in this matter, Investigative Consultant Services, Inc., together with reasonable
costs and attorney fees, and such other and further relief as this Court deems just.
COUNT III
Misappropriation of Trade Secrets
ICS v. Albert R. Thomas and Sheri Thomas
32. The averments of fact contained in the Defendants' Answers above are hereby
incorporated by reference as if fully set forth below.
33. The averments of fact contained in paragraph thirty-three (33) and its subparts are
specifically denied and strict proof thereof is demanded at trial.
34. The averments of fact contained in paragraph thirty-four (34) are specifically
denied and strict proof thereof is demanded at trial.
35. The averments of fact contained in paragraph thirty-five (35) are specifically
denied and strict proof thereof is demanded at trial.
36. The averments contained in paragraph thirty-six (36) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
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37. The averments of fact contained in paragraph thirty-seven (37) are specifically
denied and strict proof thereof is demanded at trial.
38. The averments of fact contained in paragraph thirty-eight (38) are specifically
denied and strict proofthereof is demanded at trial.
39. The averments contained in paragraph thirty-nine (39) are conclusions of law to
which no response is required. To the extent that a response is required, the averments are
specifically denied and strict proof thereof is demanded at trial.
40. The averments contained in paragraph forty (40) are conclusions of law to which
no response is required. To the extent that a response is required, the averments are specifically
denied and strict proof thereof is demanded at trial.
WHEREFORE, Defendants Albert R. Thomas, Sheri Thomas, and Hayes, Stoudt &
Associates, Inc., respectfully request this Honorable Court to enter a judgment in their favor and
against Plaintiff in this matter, Investigative Consultant Services, Inc., together with reasonable
costs and attorney fees, and such other and further relief as this Court deems just.
Respectfully Submitted,
IRWIN, McKNIGHT & HUGHES
Dated: December 18,2001
By:
Douglas iller, Esquire
Supreme Court ID # 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013
(717) 249-2353
Attorney for Defendants
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VERIFICATION
The foregoing document is based upon information which has been gathered by my
counsel and myself in the preparation of this action. I have read the statements made in this
document and they are true and correct to the best of my knowledge, information and belief. I
understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section
4904, relating to unsworn falsification to authorities.
tJto& ;tt~
ALBERT R. THOMAS
Date: December 16th 2001
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VERIFICATION
The foregoing document is based upon information which has been gathered by corporate
counsel and myself in the preparation of this action. I have read the statements made in this
document and they are true and correct to the best of my knowledge, information and belief. I
understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section
4904, relating to unsworn falsification to authorities.
HAYES, STOUDT & ASSOCIATES, INC
h~
, President
Date: December 16th 2001
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EXHIBIT "A"
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WEBER, KRACHT & CHELLEW
ATTORNEYS AT LAW
MARK B. WEBER
MICHAEl D. KRACHT
JOSEPH A CHELLEW, III
RICHARD C. HOWARD, JR.
847 West Marker Streer, P.O. Box 258, Perk..!e, Pennsylvania 18944
Tdephone: (215) 257-5114' Facsimile (215) 257-0506
October 11, 2001
Theodore A. Adler, Esquire
REAGER & ADLER, PC
2331 Market Street
Camp Hill, PA 17011-4642
Re: Hayes, Stoudt & Associates
Albert and Sheri Thomas
Your Pile No.: 00-871.000
Dear Mr. Adler:
Please be advised that I have been retained to represent Tom Hayes, Jeff Stoudt and Hayes,
Stoudt and Associates, Inc. I have your correspondence dated September 4, 2001. Please contact
me to discuss this matter. I would appreciate your forwarding a signed copy of the agreement to
which you refer, in that it is not attached to your correspondence.
I am agreeable to discussing tl1is with you upon receipt and review of a signed agreement
executed by Mr. Thomas, but I certainly cannot recommend that my clients merely hand over
information or an accounting of all fees received by their company at this time.
I would appreciate your advising me as to what sources ICS has confirmed that Mr.
Thomas has been in contact with the companies listed in your letter and other ICS clients, and
upon your receipt and review of this letter, I shall await your reply. I am scheduled to begin jury
trial proceedings beginning October 15, 2001, thus I may be somewhat difficult to reach, but will
endeavor to return your call upon receipt and review of the requested information. Thank you for
your anticipated cooperation and I look forward to speaking with you on this matter in the near
future.
Very truly you
WEBER, T & CHELLEW
6 { ~-Q
Richard C. Howarij'
RCH/mtg
c: Hayes, Stoudt & Associates, Inc.
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CERTIFICATE OF SERVICE
I, Douglas G. Miller, Esquire, do hereby certify that I have served a true and correct copy
of the foregoing document upon the persons indicated below by facsimile and by fIrst class
United States mail, postage paid in Carlisle, Pennsylvania 17013, on the date set forth below:
Theodore A. Adler, Esquire
Reager & Adler, P.C.
2331 Market Street
Camp Hill, PA 17011-4642
Attorney for Plaintiff
Date: December 18, 2001
IRWIN, McKNIGHT & HUGHES
Miller, Esquire
Supreme ourt ID # 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013-3222
(717) 249-2353
Attorney for Defendants
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v.
NO. 2001 - 6560 CIVIL TERM
ALBERT R. THOMAS, SHERI
THOMAS, and HAYES, STOUDT &
ASSOCIATES, INC.,
Defendants
CIVIL ACTION - EQUITY
DEFENDANTS' ANSWER TO PLAINTIFF'S
MOTION FOR PRELIMINARY INJUNCTION
AND NOW this
J Fl'day of December, 2001, come the Defendants, ALBERT R.
THOMAS, SHERI THOMAS, and HAYES, STOUDT & ASSOCIATES, INC., by and through
their attorneys, Irwin, McKnight & Hughes, and respectfully file this Answer to the Plaintiffs
Motion for Preliminary Injunction, and in support thereof aver as follows:
1. The averments contained in the Defendants' Answers to Plaintiffs Complaint are
hereby incorporated by reference as if fully set forth herein.
2. The averments contained in paragraph two (2) of Plaintiff's Motion for
Preliminary Injunction are conclusions of law to which no response is required. To the extent
that a response is required, the averments are specifically denied and strict proof thereof is
demanded at trial.
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3. The averments contained in paragraph three (3) are conclusions of law to which
no response is required. To the extent that a response is required, the averments are specifically
denied and strict proof thereof is demanded at trial.
4. The averments contained in paragraph four (4) and all of its subparts are
conclusions of law to which no response is required. To the extent that a response is required,
the averments are specifically denied and strict proof thereof is demanded at trial.
WHEREFORE, Defendants Albert R. Thomas, Sheri Thomas, and Hayes, Stoudt &
Associates, Inc., respectfully request this Honorable Court to deny Plaintiffs Motion for a
Preliminary Injunction and enter a judgment in Defendants' favor and against Plaintiff in this
matter, together with reasonable costs and attorney fees, and such other and further relief as this
Court deems just.
Respectfully Submitted,
IRWIN, McKNIGHT & HUGHES
Dated: December J t ,2001
By:
Dou as . MO er, Esquire
Supreme ourt ID # 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013
(717) 249-2353
Attorney for Defendants
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VERIFICATION
The foregoing document is based upon information which has been gathered by my
counsel and myself in the preparation of this action. I have read the statements made in this
document and they are true and correct to the best of my knowledge, information and belief. I
understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section
4904, relating to unsworn falsification to authorities.
(j)p /~:d~4~~"-
ALBERT R. THOMAS
Date: December 16th , 2001
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VERIFICATION
The foregoing document is based upon information which has been gathered by corporate
counsel and myself in the preparation of this action. I have read the statements rnade in this
document and they are true and correct to the best of my knowledge, information and belief. I
understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section
4904, relating to unsworn falsification to authorities.
HAYES, STOUDT & ASSOCIATES, INC
'^
, President
Date: December 16th 2001
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CERTIFICATE OF SERVICE
I, Douglas G. Miller, Esquire, do hereby certify that I have served a true and correct copy
of the foregoing document upon the persons indicated below by facsimile and by first class
United States mail, postage paid in Carlisle, Pennsylvania 17013, on the date set forth below:
Theodore A. Adler, Esquire
Reager & Adler, P.C.
2331 Market Street
Camp Hill, PA 17011-4642
Attorney for Plaintiff
Date: December 18, 2001
IRWIN, McKNIGHT & HUGHES
Miller, Esquire
Supreme ourt ID # 83776
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, Pennsylvania 17013-3222
(717) 249-2353
Attorney for Defendants
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
PRF,1 ,lMTNARY IN.TTJNCTTON
AND NOW, this
day of
,2001, upon consideration of Plaintiffs
Motion for Preliminary Injunction and upon a hearing thereon; and, it appearing to the Court that
irreparable harm will be done to the Plaintiff by Defendants' solicitation of Plaintiffs customers
and clients unless this Court issues an injunction prohibiting this conduct; and, it further
appearing to the Court that the Plaintiff has no adequate remedy at law; and, it further appearing
to the Court that damages will be sustained by the Plaintiff because offuture conduct of the
Defendants which are incapable of estimation at this time; it is hereby Ordered, Adjudged and
Decreed that a preliminary injunction issue upon security being entered in the sum of
$
Upon entry of said security, the Defendants are hereby:
(a) Enjoined from contacting or soliciting any previous or current clients ofICS until
October 31, 2002;
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(b) Enjoined from utilizing, divulging or otherwise disseminating any proprietary or
confidential information acquired by the Defendants during their time of
employment with the Plaintiff until October 31, 2002.
By the Court,
J.
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NOV 2 1 2001 (j1
INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
PRET ,1MTN ARY TN.nJNCTTON
AND NOW, this
day of
, 2001, upon consideration of Plaintiff s
Motion for Preliminary Injunction and upon a hearing thereon; and, it appearing to the Court that
irreparable harm will be done to the Plaintiffby Defendants' solicitation of Plaintiffs customers
and clients nnIess this Court issues an injunction prohibiting this conduct; and, it further
appearing to the Court that the Plaintiff has no adequate remedy at law; and, it further appearing
to the Court that damages will be sustained by the Plaintiff because of future conduct of the
Defendants which are incapable of estimation at this time; it is hereby Ordered, Adjudged and
Decreed that a preliminary injunction issue upon security being entered in the sum of
$
Upon entry of said security, the Defendants are hereby:
(a) Enjoined from contacting or soliciting any previous or current clients ofICS until
October 31, 2002;
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(b) Enjoined from utilizing, divulging or otherwise disseminating any proprietary or
confidential infomiation acquired by the Defendants during their time of
employment with the Plaintiff until October 31, 2002.
By the Court,
J.
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NOV 21 200ft!
INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
PRRT,TMINARY IN.mNf:TION
AND NOW, this
day of
, 2001, upon consideration of Plaintiff s
Motion for Prelirninary Injunction and upon a hearing thereon; and, it appearing to the Court that
irreparable harm will be done to the Plaintiff by Defendants' solicitation of Plaintiffs customers
and clients unless this Court issues an injunction prohibiting this conduct; and, it further
appearing to the Court that the Plaintiff has no adequate remedy at law; and, it further appearing
to the Court that damages will be sustained by the Plaintiff because of future conduct of the
Defendants which are incapable of estimation at this time; it is hereby Ordered, Adjudged and
Decreed that a preliminary injunction issue upon security being entered in the sum of
$
Upon entry of said security, the Defendants are hereby:
(a) Enjoined from contacting or soliciting any previous or current clients ofICS until
October 31, 2002;
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(b) Enjoined from utilizing, divulging or otherwise disseminating any proprietary or
confidential information acquired by the Defendants during their time of
employment with the Plaintiff until October 31, 2002.
By the Court,
J.
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NOV 2 1 200' JJ
INVESTIGATIVE CONSULTANT
SERVICES, INC.,
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
PREY ,YMTN A RV TN.mNCTTON
AND NOW, this
day of
,2001, upon consideration of Plaintiffs
Motion for Preliminary Injunction and upon a hearing thereon; and, it appearing to the Court that
irreparable harm will be done to the Plaintiff by Defendants' solicitation of Plaintiff s customers
and clients unless this Court issues an injunction prohibiting this conduct; and, it further
appearing to the Court that the Plaintiff has no adequate remedy at law; and, it further appearing
to the Court that damages will be sustained by the Plaintiff because offuture conduct of the
Defendants which are incapable of estimation at this time; it is hereby Ordered, Adjudged and
Decreed that a preliminary injunction issue upon security being entered in the sum of
$
Upon entry of said security, the Defendants are hereby:
(a) Enjoined from contacting or soliciting any previous or current clients ofICS until
October 31,2002;
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(b) Enjoined from utilizing, divulging or otherwise disseminating any proprietary or
confidential information acquired by the Defendants during their time of
employment with the Plaintiffnntil October 31, 2002.
By the Court,
J.
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NOV 2 1 2001l}
INVESTIGATNE CONSULTANT
SERVICES, INC.,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
PREI,TMTNARY IN.JUNCTION
AND NOW, this
day of
,2001, upon consideration of Plaintiffs
Motion forPrelirninary Injunction and upon a hearing thereon; and, it appearing to the Court that
irreparable harm will be done to the Plaintiff by Defendants' solicitation of Plaintiff s customers
and clients unless this Court issues an injunction prohibiting this conduct; and, it further
appearing to the Court that the Plaintiff has no adequate remedy at law; and, it further appearing
to the Court that damages will be sustained by the Plaintiff because offuture conduct of the
Defendants which are incapable of estimation at this time; it is hereby Ordered, Adjudged and
Decreed that a preliminary injunction issue upon security being entered in the sum of
$
Upon entry of said security, the Defendants are hereby:
(a) Enjoined from contacting or soliciting any previous or current clients ofICS until
October 31, 2002;
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(b) Enjoined from utilizing, divulging or otherwise disseminating any proprietary or
confidential information acquired by the Defendants during their time of
employment with the Plaintiff until October 31, 2002.
By the Court,
J.
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
: NO: 01- (, ~&,O ~ 7-:-"
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
NOTICE
You have been sued in court. If you wish to defend against the claims set forth in the
following pages, you must take action within twenty (20) days after this complaint and notice are
served, by entering a written appearance personally or by attorney and filing in writing with the court
your defenses or objections to the claims set forth against you. You are warned that if you fail to
do so the case may proceed without you and a judgment may be entered against you by the court
without further notice for any money claimed in the complaint or for any other claim or relief
requested by the plaintiff. You may lose money or property or other rights important to you.
YOU SHOULD TAKE 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 Bar Association
2 Liberty Avenue
Carlisle, P A 17013
(717) 249-3166
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
: NO: OJ- (.,':)(,.0 ~ Il.<-.
v.
ALBERT R. THOMAS, SHERI THOMAS
and HAYES, STOUDT & ASSOCIATES,
INC.,
EQUITY
Defendants
COMPI,AINT IN EQUITY
1. The Plaintiff Investigative Consultant Services, Inc. (hereinafter "ICS") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 4004 Trindle Road, Camp Hill,
Cumberland County, Pennsylvania 17011.
2. Defendant Albert R. Thomas is an adult individual with a present address of 118
East Second Street, Mt. Carmel, Pennsylvania 17851.
3. Defendant Sheri Thomas is an adult individual with a present address of 118 East
Second Street, Mr. Carmel, Pennsylvania 17851.
4. Defendant Hayes, Stoudt & Associates, Inc. (hereinafter "Hayes Stoudt") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 328 West Broad Street, Suite 200,
Quakertown, Pennsylvania 18951.
COUNT I
Breach of Contract (Covenant Not to Compete)
ICS v. Albert R. Thomas and Hayes, Stoudt & Associates, Inc.
5. On December 1, 1995, PlaintifflCS and Defendant Albert R. Thomas entered into
a valid written employment agreement under whose terms ICS hired Defendant Albert R.
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Thomas as an investigator (hereinafter "employment contract"). A true and correct copy of the
aforesaid employment contract is attached hereto, made a part hereof and marked as Exhibit "A".
6. In accordance with the employment contract, Defendant Albert R. Thomas agreed,
in consideration of his employment, training and salary, that he would be prohibited for two (2)
years from the termination of his employment with ICS from doing any of the following:
a. Divulging the names or addresses of any ofthe clients or customers ofICS
to any party not employed by ICS; and
b. Calling on or marketing any current client ofICS on behalf of himself or
any other employer.
7. In addition, Defendant Albert R. Thomas agreed that ifhe violated the aforesaid
contractual provision and performed services for any client of ICS during the said two (2) year
period following his termination of employment with ICS either personally or on behalf of a new
employer he would pay ICS 100% of any fees paid by said client ofICS.
8. On October 30, 2000, Defendant Albert R. Thomas voluntarily terminated his
employment with ICS, subject to the terms and conditions of the employment contract attached
hereto as Exhibit "A".
9. Defendant Albert R. Thomas has become associated with Defendant Hayes
Stoudt, a direct competitor ofICS.
10. By way ofa letter dated September 4,2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it from the ICS clients identified above. In particular, ICS's
attorneys advised Defendant Hayes Stoudt that Defendant Albert Thomas had violated his
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employment contract by contacting Travelers Investigative Services and Selective Insurance
Company. A true and correct copy of the aforesaid letter is attached hereto as Exhibit "B".
II. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it
has received from ICS's clients, and in fact has refused to even respond to the aforesaid letter.
12. Defendant Albert R. Thomas has been contacting and soliciting existing and
former clients ofICS in an effort to have them shift work from ICS to his new employer,
Defendant Hayes Stoudt, in violation of the express terms and conditions ofthe employment
contract attached hereto as Exhibit "A".
13. The clients ofICS, which Defendant Albert R. Thomas has contacted and
solicited on behalf of his new employer include, but are not limited to, Inservco Insurance
Services, Inc. ofLawrenceville, New Jersey, Reading Anthrocite Company in Pottsville,
Pennsylvania, Travelers Investigative Services, in Reading, Pennsylvania and Selective
Insurance Company in Lehigh Valley, Pennsylvania.
14. The aforesaid actions of Defendant Albert R. Thomas constitute breaches ofthe
employment contract and in particular the covenant not to compete contained in the employment
contract.
15. The activities of Defendant Albert R. Thomas, as set forth above, and his
continuance of these activities, have caused and will continue to cause irreparable harm to ICS's
business and valuable goodwill in that:
a. ICS has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. ICS has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future.
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16. Defendant Hayes Stoudt is an indispensable party because it is believed and
therefore averred that it has received and retained fees and profits which were obtained as a result
of the actions, contacts and solicitations of Defendant Thomas that constitute violations of the
covenant not to compete contained in the employment agreement.
17. ICS has no adequate remedy at law to protect its business and property rights and
restraint by injunction is necessary to afford adequate relief.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(I) That an injunction issue, preliminarily and for a period to continue until
October 31,2002, enjoining Defendant Albert R. Thomas from contacting
any previous or current clients ofICS, and from divulging the names or
addresses of any ofICS's customers or clients;
(2) That Defendants Albert R. Thomas and Hayes Stoudt be required to
account to ICS for all fees and profits derived from Defendant Albert R.
Thomas' breach of the contract; and
(3) That ICS be granted such other relief as the Court may deem just and
appropriate.
COUNT n
Breach of Contract (Covenant not to Compete)
ICS v. Sheri Thomas and Hayes, Stoudt & Associates, Inc.
18. Plaintiff incorporates herein by reference the averments of paragraphs 1 through
17 above as if set forth fully.
19. On December 1,1995, PlaintiffICS and Defendant Sheri Thomas entered into a
valid written employment agreement nnder whose terms ICS hired Defendant Sheri Thomas as
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an investigator (hereinafter "employment contract"). A true and correct copy of the aforesaid
employment contract is attached hereto, made a part hereof and marked as Exhibit "C".
20. In accordance with the employment contract, Defendant Sheri Thomas agreed, in
consideration of her employment, training and salary, that he would be prohibited for two (2)
years from the termination of his employment with ICS from doing any ofthe following:
a. Divulging the names or addresses of any of the clients or customers ofICS
to any party not employed by ICS; and
b. Calling on or marketing any current client ofICS on behalf of himself or
any other employer.
21. In addition, Defendant Sheri Thomas agreed that if she violated the aforesaid
contractual provision and performed services for any client ofICS during the said two (2) year
period following her termination of employment with ICS either personally or on behalf of a new
employer she would pay ICS 100% of any fees paid by said client ofICS.
22. On October 30, 2000, Defendant Sheri Thomas voluntarily telminated her
employment with ICS, subject to the terms and conditions of the employment contract attached
hereto as Exhibit "C".
23. Defendant Sheri Thomas has become associated with Defendant Hayes Stoudt, a
direct competitor ofICS.
24. By way of a letter dated September 4,2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it from the ICS clients identified above. A true and correct copy
ofthe aforesaid letter is attached hereto as Exhibit "B".
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25. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it
has received from ICS's clients, and in fact has refused to even respond to the aforesaid letter.
26. Defendant Sheri Thomas has been contacting and soliciting existing and former
clients ofICS in an effort to have them shift works from ICS to her new employer, Defendant
Hayes Stoudt, in violation ofthe express terms and conditions of the employment contract
attached hereto as Exhibit "C".
27. The clients ofICS, which Defendant Sheri Thomas has contacted and solicited on
behalf of her new employer include, but are not limited to, Inservco Insurance Services, Inc. of
Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville, Pennsylvania, Travelers
Investigative Services, in Reading, Pennsylvania and Selective Insurance Company in Lehigh
Valley, Pennsylvania.
28. The aforesaid actions of Defendant Sheri Thomas constitute breaches ofthe
employment contract and in particular the covenant not to compete contained in the employment
contract.
29. The activities of Defendant Sheri Thomas, as set forth above, and her continuance
of these activities, have caused and will continue to cause irreparable harm to ICS's business and
valuable goodwill in that:
a. ICS has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. ICS has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future.
30. Defendant Hayes Stoudt is an indispensable party because it is believed and
therefore averred that it has received and retained fees and profits which were obtained as a result
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of the actions, contacts and solicitations of Defendant Thomas that constitute violations of the
covenant not to compete contained in the employment agreement.
31. ICS has no adequate remedy at law to protect its business and property rights and
restraint by injunction is necessary to afford adequate relief.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(1) That an injunction issue, preliminarily and for a period to continue until
October 31,2002, enjoining Defendant Sheri Thomas from contacting any
previous or current clients ofICS, and from divulging the names or
addresses of any ofICS's customers or clients;
(2) That Defendants Sheri Thomas and Hayes Stoudt be required to account to
ICS for all fees and profits derived from Defendant Sheri Thomas' breach
of the contract; and
(3) That ICS be granted such other relief as the Court may deem just and
appropriate.
COUNT m
Misappropriation of Trade Secrets
ICS v. Albert R. Thomas and Sheri Thomas
32. Plaintiff incorporates herein by reference the averments of paragraphs I through
31 above as if set forth fully.
33. ICS has, by the expenditure of considerable time, effort and money, developed the
following valuable proprietary information about its business and its customers, all of which
constitute trade secrets:
a. The names of its customers;
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b. The identity of the individual or individuals within each customer's
organization who makes actual purchasing decisions;
c. Its customer's buying habits and preferences; and
d. Pricing and pricing strategies.
34. Defendants Albert R. Thomas and Sheri Thomas duties while employed with ICS
were in large part related to the sale ofICS's services to existing and prospective customers and
the maintenance of those customer accounts.
35. In their capacity as valued employees ofICS, Defendants Albert R. Thomas and
Sheri Thomas had access to and did learn virtually all of the trade secrets and valuable
proprietary information ofICS as referred to above.
36. Subsequent to terminating their employment with ICS, Defendants Albert R.
Thomas and Sheri Thomas have offered to perform virtually the same services to customers and
potential customers ofICS on behalf of Defendant Hayes Stoudt in direct competition with ICS
using the proprietary information and trade secrets ofICS.
37. It is believed and therefore averred that Defendants Albert R. Thomas and Sheri
Thomas have prepared and/or made proposals to ICS's customers and potential customers on
behalf of Defendant Hayes Stoudt using proprietary information and trade secrets learned while
they were employees ofICS.
38. The trade secrets referred to in this action, which are in the possession of
Defendants Albert R. Thomas and Sheri Thomas, are being willfully and intentionally used by
Defendants to lure ICS's existing and potential customers for their own benefit and to establish
favorable relationships with ICS's customers and potential customers on behalf of Defendant
Hayes Stoudt.
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39. The conduct of Defendants Albert R. Thomas and Sheri Thomas, if permitted to
continue, will cause ICS to suffer immediate and irreparable harm, loss of business from existing
customers, loss of potential business, and loss of goodwill in the marketplace.
40. The monetary value of the harm to ICS cannot be defmitely ascertained, nor is
there an adequate remedy at law to remedy the harm.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court:
(a) To issue an Order enjoining Defendants Albert R. Thomas and Sheri
Thomas from communicating with or soliciting any person, firm or
corporation which has been or is a customer or a potential customer ofICS
until October 31, 2002;
(b) To issue an Order directing Defendants Albert R. Thomas, Sheri Thomas,
and Hayes Stoudt to acconnt to and pay over to ICS any fees and profits
the Defendants have received from the sale to any person, firm or
corporation which has been or is a customer ofICS;
(c) Grant ICS such other relief as this Court shall deem proper.
Date: November 20,2001
Respectfully submitt d,
REAGER R P"(l{
Th dore A. Adler, Esquire
Attorney LD. No. 16267
Thomas O. Williams, Esquire
Attorney LD. No. 67987
2331 Market Street
Camp Hill, P A 17011-464
Telephone: (717) 763-1383
Attorneys for Plaintiff
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Employee's Name: dJ ./3Ei(l-- /.
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POSITION: !rr:-6 Ie vII C ~'V11S F'"
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INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October 1, 1995
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant Services, Inc. ("ICS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front street, Harrisburg, Pennsylvania, as
Managers/Private Detectives/Investigators during the course of
his employment with Ies.
In consideration for the salary agreed upon at the time
of hiring each new employee, or for the salary currently being
earned by current employees, and subsequent salary evaluations
and increases and promotions, and in further consideration for
the additional benefits provided in accordance with current
company policy, each licensed Private Detective/Investigator and
Manager should read and acknowledge, with his signature,
intending to be legally bound, the following terms:
1. In addition to my salary, which is to be paid in equal
monthly installments payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc., the following additional benefits of
my employment have been explained in detail to me by my
supervisor:
(a) Vacation policy and personal days;
(b) Sick leave policy;
(c) Paid hOlidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hour days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K Savings Plan;
(f) Life and DisabiliLY Insurance;
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(g) Reimbursement for business mileage that r drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by rCSi and
(h) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. r understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. r understand this may require holiday
and weekend work on occasion. I acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. r agree to do whatever is necessary
to ensure that each assignment I am given is
investigated thoroughly and professionally.
3. r understand that my performance will be compared to
other managers/investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. r also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. r understand that my employment is "at will" and may be
terminated by res or me at any time.
5. r understand that, if r disagree in any way with my
supervisor's decisions and assignments, r may appeal
such decisions and/or assignments in writing to the
President of res.
6. r understand that res company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies.
7. r understand and have read the corporate policy
memorandum regarding part-time employment. r agree to
comply with the terms of that policy.
8. r understand that it is imperative that r hold a valid
driver's license. I affirm that the information
regarding my driver's history as presented in my
employment application is true and valid as stated. r
will report any loss or suspension of my driver's
license to res immediately. r also affir2 that I have
not been convicted of a felony or any offens2 involving
moral turpitude or any misdemeanor or offense 0T any
nature.
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9. ~ agree to sign a receipt for all company property
lssued to me by ICS, and to utilize care in handling
all company equipment, including company vehicles. I
understand I may be liable for repairs or replacement
of said equipment if the damage or loss of said
equipment is shown to be a result of negligent or
intentional misconduct on my part. After termination
of my employment for any reason, I agree to immediately
return all rcs property to rcs. r will also turn over
all documents, papers, files, records, manuals, or
other written or graphic material relating to ICS or
any client of rcs.
10. I understand and agree that if, after termination of my
employment with ICS, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter which
occurred during my employment with ICS, I will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate r was earning at the time of termination.
This will be a fair and equitable amount for time and
service. r understand that r may request that a
subpoena be issued for my testimony.
11. I agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with Ies policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with rcs supported by receipts,
for which I will be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Voucher." r also
understand that r will receive a cash advance which r
must account for by utilizing my "Bi-weekly Expense
Voucher."
12. (a) I understand and agree that, during the term of my
employment with rcs and within two (2) years after
termination of employment with rcs, r will not
divulge the names or addresses of any of the
clients or customers of rcs to any party not
employed by lCS, nor will r call on or market any
current client of rcs on behalf of myself or any
other employer, with the exception that the
identity of clients or customers may be provided
to future clients as references. I agree that, if
r violate this provision and perform services for
any client of res during said two (2) year period,
either personally or on behalf of a new employer,
r will pay rcs 100% of any fees paid by said
client of ICS as liquidated damages f~y the breach
of this provision. These fees shall be payable to
rcs, without demand by ICS, within 10 days of
payment by said client of lCS.
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(b) I also agree that I will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
ICS .to terminate their employment with ICS.
(c) I further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with ICS, not to
divulge any information which I learned while in
the employ of ICS which could be construed as a
"trade secret". All such disclosures must be
approved, in advance, by ICS' Chief Executive
Officer.
(d) I agree that the provisions of this paragraph 12
are reasonable. I understand that if I breach or
threaten to breach the provisions of this
paragraph, ICS shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. If a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
13. I agree to conduct myself at all times while an
employee of ICS in an ethical, moral and professional
manner.
14. I agree to provide two (2) weeks written notice in the
event that I desire to terminate my employment with
ICS. I understand that I will be paid at the time of
termination of my employment, at the end of the
calendar month following the date of termination, and
that my final paycheck will include payment for unused
annual leave in accordance with the current ICS policy.
I understand that, prior to the issuance of my final
paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed and
settled. All damage to my equipment must be resolved,
and all costs incurred by ICS will either be paid for
or will be deducted from my final paycheck.
15. I understand that any violation of the "Terms of
Employment" may result in administrative or
disciplinary action being taken by ICS.
16. I understand and acknowledge that any use of .the client
lists, prospective client material, price lists, report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with ICS may result in legal action being tah~n against
me by ICS.
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17. Employee shall not divulge any information acquired by
employees of ICS to anyone and further shall not make a
false report to ICS. To divulge information is a
violation of section 14 of the Private Detective Act.
18. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
Pennsylvania. The corporate headquarters of ICS are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin County, Pennsylvania, and I consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that I have read and
understand the above "Terms of Employment."
Signature
JILL
Date
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ICSEMPL2.AGR ORG19
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REAGER & ADLER, PC
ATTORNEYS AND COUNSELORS AT LAW
2331 MARKET STREET i
CAMP HILL, PENNSYLVANIA 17011-4642
717-763-1383
TELEFAX 717-730-7366
WEBSITE: ReagerAdlerPC.com
THEODORE A. ADLER +
DAVID W. REAGER
CHARLES E. ZALESKI
LINUS E. FENICLE
DEBRA DENISON CANTOR
THOMAS O. WILLIAMS
SUSAN H. CONFAIR
JOANNE H. CLOUGH
Writer's E-Mail Address:taadler@epix.net
+ Certified Civil Trial Specialist
September 4,2001
Tom Hayes
Jeff Stoudt
Hayes, Stoudt & Associates, Inc.
Professional Investigations
328 W. Broad Street, Suite 200
Quakertown, PA 18951
Re: Albert Thomas; Sheri Thomas
Our File No.: 00-871.000
Gentlemen:
We represent Investigative Consultant Services, Inc. (ICS).
Albert and Sheri Thomas were employees ofICS until October 31, 2000. As part of their
employment, the Thomases signed an employment agreement with ICS. The agreement
contained a restrictive covenant that prevents the Thomases from calling on or marketing to any
clients of ICS for a period of two (2) years following their termination of employment.
Recently, it has come to ICS's attention that the Thomases have been employed by your
company. Indeed, Albert Thomas is holding himself out as your company's Manager of
Investigations. In that capacity he has solicited business from a number of companies which
were clients ofICS's at the time the Thomases terminated their employment with ICS. These
clients include, but are not limited to:
(a) Inserveco Insurance Services, Inc., Lawrensville, NJ;
(b) Reading Anthracite Company, Pottsville, P A;
( c) Travelers Investigative Services, Reading, P A; and
(d) Selective Insurance Company, Lehigh Valley, PA.
ICS has confirmed that Al Thomas has been in contact with each of these companies and perhaps
other ICS clients.
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Tom Hayes
Jeff Stoudt
Hayes, Stoudt & Associates, Inc.
Septernber 4,2001
Page 2
The employment agreement signed by the Thomases provides that rcs shall be paid, as
liquidated damages, 100% of the fees received from any client ofICS with whom the Thomases
may have dealt with in violation of the employment agreement. We are requesting that you
provide us with the following information:
(a) Confirmation that Sheri Thomas is employed by your company; and
(b) An accounting of all fees received by your company from the ICS clients
identified above since November 1,2000.
We are also demanding that your company agree that the Thomases will not have any
dealings with present or former ICS clients until November 1, 2002, and that your company will
ensure compliance with this agreernent. Since both of you previously worked for ICS, we
assume that you have knowledge ofICS's client base. However, if you need a list of clients with
whorn the Thomases rnay have no contact, ICS will provide it to you.
By copy of this letter, we are demanding that the Thomases have no dealings with any
present or former ICS clients until November 1, 2002.
We can resolve the issue set forth in this letter the easy way or the hard way. It is your
choice. Ifwe do not hear from you within ten (10) days of the date of this letter that you have
agreed to all of the provisions contained herein, we will assume that you have chosen the hard
way and we will commence litigation.
We look forward to your response.
T ANcmc
cc: Albert and Sheri Thomas
Carl Schleicher
Investigative Consultant Services, Inc.
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Employee's
n Dated:
Name: -S)t~,~ ,;( 7hOYh~
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INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October 1, 1995
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POSITION:
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant Services, Inc. ("ICS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front street, Harrisburg, Pennsylvania, as Private
Detectives/Investigators during the course of his employment with
ICS.
In consideration of the hourly wage agreed upon at the
time of hiring each new employee, or for the hourly wage
currently being earned by current employees, and subsequent
hourly wage evaluations and increases and promotions, and in
further consideration of the additional benefits provided in
accordance with current ICS policy, each licensed Private
Detective/Investigator should read and acknowledge, with his
signature, intending to be legally bound, the following terms:
1. I will receive an hourly wage which is to be paid in
monthly installments, payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc. I will record all hours worked on
time sheets to be reviewed by my supervisor. I
understand that I will be paid for a minimum of forty
(40) hours a week. In addition to this hourly wage,
the following additional benefits of my employment have
been explained in detail to me by my supervisor:
(a) Vacation policy and personal days;
(b) Sick leave policy;
(c)
Paid holidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hour days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K Saving- Plan;
(f) Life and Disability Insurance;
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(g) Overtime pay for hours worked in excess of forty
(40) hours a week. Overtime pay will be paid on
the next payday after the month in which it is
worked (i.e., October overtime will be paid in
November)i and
(h) Reimbursement for business mileage that I drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by Iesi and
(i) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. I understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. I understand this may require holiday
and weekend work on occasion. I acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. I agree to do whatever is necessary
to ensure that each assignment I am given is
investigated thoroughly and professionally.
3. I understand that my performance will be compared to
other investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. I also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. I understand that my employ'1l'.ent is "at will" and may be
terminated by res or me at any time.
5. I understand that, if I disagree in any way with my
supervisor's decisions and assignments, I may appeal
such decisions and/or assignments in writing to the
President of ICS.
6. I understand that Ies company policy forbids me to
carry rlrearms or other concealed weapons during the
course of my employment due to restrictions in the
corpor2te liability insurance policies.
7. I understand and have read the corporate policy
memorandum regarding part-time employment. I agree to
comply with the term~ of that policy.
8. I un0~rstand that it is imperative that r hold a valid
driver' license. I affirm that the information
regarding mj driver's history as presented in my
employment application is true and vali,~ as stated. I
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will report any loss or suspension of my driver's
license to ICS immediately. I also affirm that J have
not been convicted of a felony or any offense involving
moral turpitude or any misdemeanor or offense of any
nature.
9. I understand that I must supply my own vehicle that is
suitable for investigative and surveillance work. The
vehicle must be approved by my regional manager. I
will not perform maintenance of or repairs to my
vehicle on Ies' time. I further understand that I must
carry my own vehicle insurance and agree to provide Ies
with a current certificate of insurance upon renewal,
or at least annually. In addition, I will report any
cancellation of my automobile policy to ICS
immediately.
10. I agree to sign a receipt for all company property
issued to me by ICS and to utilize care in handling all
ICS equipment. r understand that r may be liable for
repairs or replacement of said equipment if the damage
or loss of said equipment is shown to be a result of
negligent or intentional misconduct on my part. After
termination of my employment for any reason, I agree to
immediately return all rcs property to ICS. I will
also turn over all documents, papers, files, records,
manuals, or other written or graphic material relating
to ICS or any client of rcs.
11. I understand and agree that if, after termination of my
employment with rcs, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter which
occurred during my employment with ICS, I will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate set by Ies and advertised to all employees
by a policy memorandum. This rate will be revised
annually by rcs and will be a fair and equitable amount
for time and service. r understand that I may request
that a subpoena be issued for my testimony.
12. I agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with Ies policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
coursa of my employment with res supported by receipts,
for which r will be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Vouche:c." I also
understand that I w~ll receive a cash advan~2 which I
must account for by utilizing my "Bi-weekly Expense
Voucr~er. "
13.
(a)
r understand and agree that, during the term of my
er..ploymenz- .,ith res and vii thin tWG (2) years after
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termination of employment with rcs, r will not
divulge the names or addresses of any of the
clients or customers of res to any party not'
employed by rcs, nor will r call on or market any
current client of rcs on behalf of myself or any
other employer, with the exception that the
identity of clients or customers may be provided
to future clients as references. r agree that, if
r violate this provision and perform services for
any client of rcs during said two (2) year period,
either personally or on behalf of a new employer,
r will pay res 100% of any fees paid by said
client of res as liquidated damages for the breach
of this provision. These fees shall be payable to
rcs, without demand by rcs, within 10 days of
payment by said client of res.
(b) I also agree that I will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
res to terminate their employment with ICS.
(c) r further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with rcs, not to
divulge any information which r learned while in
the employ of Ies which could be construed as a
"trade secret". All such disclosures must be
approved, in advance, by ICS' Chief Executive
Officer.
(d) r agree that the provisions of this paragraph 13
are reasonable. I understand that if r breach or
threaten to breach the provisions of this
paragraph, rcs shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. If a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
14. I agree to conduct myself at all times while an
employee of ICS in an ethical, moral and professional
manner.
15. I agree to provide two (2) weeks written notice in the
event that r desire to terminate my employment with
rcs. I understand that r will be paid at the time of
termination of my employment, at the end of the
cale,.dar month following the date of termination, and
that mj final paycheck will include payment for unu~ed
annual leave in accordance with ~~e current rcs POllCY,
r understand trat, prior to the issuanc~ of my final
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paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed anq
settled. All damage to my equipment must be resolved,
and all costs incurred by rcs will either be paid for
or will be deducted from my final paycheck.
16. r understand that any violation of the "Terms of
Employment" may result in administrative or
disciplinary action being taken by rcs.
17. r understand and acknowledge that any use of the client
lists, prospective client material, price lists, report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with rcs may result in legal action being taken against
me by rcs.
18. Employee shall not divulge any infc.,,-mation acquired by .
employees of rcs to anyone and further shall not make a
false report to rcs. To divulge information is a
violation of Section 14 of the Private Detective Act.
19. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
Pennsylvania. The corporate headquarters of rcs are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin County, Pennsylvania, and r consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that r have read and
understand the ;;~~~ "~~my;:;;:o:mentD' ante /. '7 /_ q . ,~
Signature ~t. /- J1(.-?; ,7 ~. I J
ICSEHPLY.AGR ORG19
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VRRTFTCA nON
I, Carl Schleicher, verify the averments of the foregoing Complaint in Equity are true
and correct to my personal knowledge, information and belief. I understand that false statements
herein are made subject to the penalties of 18 Pa. C.S. S4904, relating to unsworn falsification to
authorities.
Date: / (-:JD -0 I
By:
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL V AN1A
Plaintiff
NO: 01-6560
v.
ALBERT R. THOMAS, SHERI THOMAS EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
MEMORANDUM OF I.A W IN SUPPORT OF PI.AINTIFF,
INVRSTIGATIVR CONSULTANT SRRVICRS, INC.'S
MOTION FOR PRRI .IMIN ARY INJUNCTION
I. FACTUAL BACKGROUND
Investigative Consultant Services, Inc. ("ICS") filed a Complaint in Equity against Albert
R. Thomas, Sheri Thomas and Hayes, Stoudt & Associates, Inc.("Hayes Stoudt") on November
20, 200 I. Attached to the Complaint was a Motion for Preliminary Injunction. The cause of
action set forth in the Complaint arises from an employment relationship between Defendants,
Albert R. and Sheri Thomas, and ICS. The Thomases had been employed by ICS for many
years. Albert Thomas served as ICS's manager of investigations for the last few years he was
employed by ICS. At the end of October, 2000, the Thomases voluntarily resigned their
positions with ICS. In January, 2001, Albert Thomas went to work for Defendant Hayes Stoudt.
At the time it filed the Complaint, ICS believed that Sheri Thomas had also gone to work for
Hayes Stoudt. However, based upon the representations provided by Defendants at the hearing
on Plaintiffs Motion for Preliminary Injunction, Sheri Thomas no longer works as a private
investigator. Accordingly, ICS has agreed to dismiss Sheri Thomas from the lawsuit based upon
those representations. This agreement to dismiss Sheri Thomas, however, is without prejudice.
ICS reserves the right to initiate legal action against Sheri Thomas if she were, in the future, to
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engage in conduct inconsistent with the employment agreement she signed with ICS. Hayes,
Stoudt & Associates, Inc. is a Defendant in the action because it is an indispensable party.
Defendant, Albert R. Thomas, worked for ICS for approximately fifteen (15) years as
both an investigator, regional director of investigations and director of investigations. During his
employment with ICS he agreed to certain terms and conditions. For purposes ofthis litigation,
the critical terms and conditions to which Mr. Thomas agreed are as follows:
(a) During the term of his employment with ICS and for a period of two (2) years
after termination, Thomas agreed that he would not divulge the names or
addresses of any ofthe clients or customers ofICS to any party not employed by
ICS and would not call on or market any current client ofICS on behalf of
himself or any other employer; and
(b) Thomas agreed that for a period of two (2) years after termination of his
employment he would not divulge trade secrets ofICS without the approval of
ICS's chief executive officer. Trade secrets were defined in the terms and
conditions of Thomas' employment as follows: "Client lists, prospective client
material, price lists, report formats and/or other confidential material. . ."
Defendant Thomas has admitted that he signed an agreement with ICS dated December 1,
1995, which is Exhibit "A" attached to the Complaint. He also has admitted that he volnntarily
terminated his employment on October 30, 2000 (Complaint, para. 8 and Answer thereto);
became associated with Defendant Hayes Stoudt, a direct competitor ofICS (Complaint, para. 9
and Answer thereto); and has contacted and solicited the following clients ofICS: Inservco
Insurance Services, Inc., Lawrenceville, New Jersey, Reading Anthracite Co., Pottsville,
Pennsylvania, Traveler's Investigative Services, Reading, Pennsylvania and Selective Insurance
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Co., in Lehigh Valley, Pennsylvania (Complaint, para. 13 and Answer thereto). At the hearing
on Plaintiff's Motion for Preliminary Injunction, Albert Thomas also admitted that he had
contacted the aforementioned four (4) clients. He stated that neither he nor Hayes Stoudt had, as
yet, received any business from three (3) ofthe four (4) ICS clients contacted, and that the only
client ofICS who was now referring business to Hayes Stoudt is Traveler's Investigative
Services, which is owned by Aetna Insurance.
In addition to the above, testimony at the hearing provided the following additional
relevant evidence. Jeffrey Stoudt, President of Hayes Stoudt, worked for ICS from 1991 until
September of 1999. Stoudt testified that he believes, but is not certain, that he signed an
agreement in 1991 similar to an agreement signed by Albert Thomas in 1991, which was marked
as Defendants' Exhibit D-1 at the hearing. Stoudt testified that in 1995 he started his own
company, Hayes Stoudt, but continued to work for ICS as a private investigator. His supervisor
at ICS was Albert Thomas. Thomas and Stoudt both testified that shortly after Thomas
terminated his employment with ICS he contacted Stoudt to advise him of that fact. According
to Stoudt, Hayes Stoudt signed a service agreement with Traveler's on December 12, 2000,
(Exhibit D-2) and Thomas went to work for Hayes Stoudt as manager of investigations in
January, 2001. Part of Thomas' responsibilities is to oversee the Traveler's account, an acconnt
with which he was involved while an employee ofICS. The testimony of both Thomas and
Stoudt indicates that Hayes Stoudt is receiving between six (6) and seven (7) files per month
from Traveler's and that the average fee per file is between $450.00 and $900.00, depending on
whether it is a one (1) day assignment or a two (2) day assignment.
Since Thomas joined Hayes Stoudt, ICS has suffered a substantial drop in the referrals it
had been receiving fromTraveler's which, we submit, is directly attributable to the actions of
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Thomas and Hayes Stoudt. For the reasons set forth below, it is requested that this Court grant
an injunction preventing Defendants Albert Thomas and Hayes Stoudt from soliciting any and all
companies who were clients ofICS on October 30, 2000, including Traveler's/Aetna.
II. ARGUMENT
A. DEFENDANTS HAVE FAILED TO PLEAD THE AFFIRMATIVE
DEFENSES OF LACK OF CONSIDERATION AND WAIVER IN THEIR
ANSWER TO THE COMPLAINT. ACCORDINGLY, SAID DEFENSES
ARE WAIVED.
At issue in this lawsuit is the enforceability of an agreement which sets forth the terms of
employment for private investigators employed by ICS as of October 1, 1995. A copy of that
agreement was introduced as Plaintiffs Exhibit P-l at the hearing on Plaintiffs Motion for
Preliminary Injnnction. From the testimony adduced at that hearing, it is apparent that Albert
Thomas has violated the terms and conditions of that agreement. However, it appears that
Thomas intends to defend his actions by asserting that the agreement signed by him on
December 1, 1995, is not enforceable. Although it appears that certain defenses, such as a failure
of consideration and waiver and estoppel, will be raised by the Defendants' in their legal
memoranda, such defenses have not been pleaded and, therefore, are waived.
In the Answer filed by Defendants on December 18, 2001, no affmnative defenses have
been asserted. Pa.R.C.P. 1030 states: "All affirmative defenses including but not limited to the
defense of. . . failure of consideration, and . . . waiver shall be pleaded in a responsive pleading
under the heading 'New Matter"'. Pa.R.C.P. 1032 states that: "A party waives all defenses and
objections which are not presented either by preliminary objection, answer, or reply, except the
defense which is not required to be pleaded under Rule 1 030(b), . . ." Because Defendants have
4
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failed to plead the affirmative defenses of failure of consideration and waiver, said defenses have
been waived by the Defendants.
B. THE TERMS AND CONDITIONS OF EMPLOYMENT,
ACKNOWLEDGED BY DEFENDANT ALBERT THOMAS ON
DECEMBER 1, 1995, DO NOT LACK CONSIDERATION AND ARE
ENFORCEABLE.
Assuming arguendo that Defendants have not waived the affirmative defense of failure of
consideration, it is submitted that the agreement is enforceable nonetheless. The agreement
signed by Albert R. Thomas on December 1, 1995, sets forth the terms and conditions of
Thomas' employment. Paragraph 2 ofthe agreement states:
"In consideration for the salary agreed upon at the time of hiring each new
employee, or for the salary currently being earned by current employees, and
subsequent salary evaluations and increases and promotions, and in further
consideration for the additional benefits provided in accordance with current
company policy, each licensed private detective/investigator and manager should
read and acknowledge, with his signature, intending to be legally bound, the
following terms. . ."
In his testimony, Thomas initially indicated that he had received no additional benefits in
connection with his signing the agreement in December, 1995. Thomas testified that there was
no difference in the benefit package provided to him in December, 1995, than he was receiving
in accordance with the terms of the previous agreement which he signed in 1991. However, as
this court will note, there is a difference in the benefits identified in the two (2) agreements. The
1991 agreement identifies a number of benefits that were provided to Mr. Thomas in connection
with his signing the 1991 agreement. The 1995 agreement, (hearing Exhibit P-1) identifies those
same benefits but adds an additional benefit of life and disability insurance. Consequently, ICS
did provide an additional benefit in exchange for the signing of the 1995 agreement.
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Even if there was no change in the benefits provided at or about the time the 1995
agreement was signed, the language contained in the agreement, i.e. "intending to be legally
bound," obviates the necessity of actual consideration. "A written release or promise, hereafter
made and signed by the person releasing or promising, shall not be invalid or unenforceable for
lack of consideration, if the writing also contains an additional express statement, in any form of
language, that the signor intends to be legally bound." 33 P.S. 96. As noted above, the
agreement signed by Thomas contains the "intending to be legally bound" language required by
statute in order for an agreement to be valid without consideration.
In McGuire v Schneider, Tnc , 368 Pa.Super 344,534 A.2d 115 (1987) affd. 519 Pa. 439,
548 A.2d 1223 (1988) an employee brought suit for a breach of an employment contract against
its employer. The employee was awarded $338,112.00 by a jury because the jury found that the
employer had breached the employment contract with the employee. The dispute centered on
which of two documents constituted the employment contract. The employer argued that a letter
of June 20,1979, written by the employer's chairman of the board setting forth the employee's
compensation and terms of employment should control, while the employer argued that the
employment agreement signed approximately six (6) months a.f:kr the employee went to work for
the employer was the controlling document. The December 19, 1979, employment agreement
contained provisions less favorable to the employee than the Jnne 20, 1979, letter. The employee
argued that the December agreement was unenforceable because it lacked consideration in that it
"gave him nothing that he did not already have under the June agreement."!d. A.2d 117. The
trial court agreed and instructed the jury accordingly. On appeal, the Superior Court reversed the
decision and rejected the trial court's instruction. In its opinion the Court wrote:
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"A lack of consideration, if such existed, would not render the December
agreement a nullity, for the parties expressed therein their intent to be legally
bound. Under the Uniform Written Obligations Act, 33 P .S. {}6, that statement of
intent removes lack of consideration as a ground for avoiding the contract." !d.
A.2d 117. (emphasis added)
Since the 1995 agreement contains similar language, it is enforceable even if it lacks
consideration.
On this point, it is important for the Court to recognize that ICS does not seek to prevent
Defendant Thomas from working as a private investigator. Indeed, nothing in the 1995
agreement evinces such an intention. The agreement only seeks to prevent Thomas, an ICS
manager at the time of his resignation, from soliciting ICS's clients for a period of two (2) years.
While courts view with a gimlet eye restrictive covenants that prevent a former employee from
earning a living,' nothing in the 1995 agreement contains such a restriction. Accordingly, the
agreement must be construed in accordance with the general principals applicable to contract
interpretation.
C. INVESTIGATIVE CONSULTANT SERVICES HAS NOT WAIVED
ENFORCEMENT OF THE PROVISIONS CONTAINED IN THE
AGREEMENT.
Based upon statements the Defendants made during the hearing, it appears that they
intend to argue that ICS is estopped from enforcing the terms ofthe agreement by virtue of its
allegedly failing to enforce the agreement with respect to other former employees ofICS.
Initially, it should be noted that there was no evidence presented at the hearing showing that ICS,
when confronted with a former employee violating the same provisions ofthe agreement that
"Given that restrictive covenants have been held to impose a restraint on an
employee's right to earn a livelihood, they should be construed narrowly. . ."
AIl-Pak,Ine v Johnston, 694 A.2d 347, 351(Pa. Super. 1997)(emphasis added).
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Albert Thomas has been accused of violating, failed to take appropriate action to assure
compliance. The testimony of Albert Thomas that he "heard" of other employees engaging in
the same conduct and that he "believes" ICS did not enforce the terms and conditions of the
employment agreement at those times, is not evidence on which a court can base a decision.
Be that as it may, even had ICS decided not to enforce the agreement with respect to
other employees, it does not prevent ICS from enforcing the agreement with respect to Mr.
Thomas.
"Waiver is a voluntary and intentional abandonment or relinquishment of a known
right. [citations omitted] Waiver may be established by a party's express
declaration or by a party's undisputed acts or language so inconsistent with the
purpose to stand on the contract provisions as to leave no opportunity for a
reasonahle inference to the contrary." Samuel J Marranca General Contracting
Company,Inc v Amerimar Cherry Hill Associates Limited Partnership, 416
Pa.Super 45,48,610 A.2d 499,500 (1992).(emphasis added)
Defendants presented no evidence that would allow this court to conclude that the actions ofICS
meet the aforementioned standards for waiver. Accordingly, ICS did not waive its right to
enforce the provisions of the agreement.
D. EVEN IF THE TERMS AND CONDITIONS OF EMPLOYMENT
AGREEMENT ARE NOT ENFORCEABLE, DEFENDANTS ARE,
NONETHELESS, BARRED FROM USING PROPRIETARY
INFORMATION TO SOLICIT BUSINESS THAT WOULD OTHERWISE
HAVE GONE TO THE FORMER EMPLOYER.
In A M Skier Agency, Tnc v Gold, 747 A.2d 936 (Pa. Super. 2000), Skier sought a
preliminary injunction to prevent a former employee (Gold) from soliciting clients with whom he
had dealt while an employee of Skier. No covenant to compete was involved in the Ski.cr case.
As noted by the Court, there were six (6) issues to decide:
"(1) Whether Skier established the necessary elements to support a preliminary
injunction;
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(2) Whether the trial court erred in prohibiting Gold from soliciting clients
with whom he had a professional relationship;
(3) Whether insurance policy expiration dates are trade secrets;
(4) Whether Gold may be enjoined from soliciting Skier's clients were he was
not hurdened hy a covenant not to compete;
(5) Whether a preliminary injunction hearing may be treated as a final hearing
on the merits; and
(6) Whether the court erred in awarding an accounting."
!d. 938 (emphasis added)
For purposes of the case at bar, the only issues that are relevant are issues 1,2 and 4.
With respect to issue 1, i.e. the elements necessary to support a preliminary injunction,
the trial court held that the actions of Gold in using information he had obtained as an employee
of Skier to solicit clients of Skier created a threat of immediate and irreparable harm to Skier's
client relationships and could not be compensated with monetary damages alone. The Superior
Court agreed and held that there was a sufficient basis for granting a preliminary injunction.
With respect to issue 2, Gold argued that the clients he was soliciting were his clients and
not the clients of the company. He argued that since he had established a professional
relationship with some of these clients prior to his being employed with Skier or developed those
relationships through his individual efforts while employed at Skier, the clients were his and not
Skier's. The Superior Court rejected this argument as well stating: "There is no evidence in the
record to show that Gold ever had his own clients. He merely serviced his company's clients.
He cannot now take them with him simply because he knew them while at Skier." !d. A.2d 939.
Gold also argued that the information he was using to solicit Skier's customers was not a
trade secret. The trial court rejected that argument and ruled that Gold could be enjoined from
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using information he obtained from Skier because such information was a trade secret. The
Superior Court agreed, writing:
"To obtain relief from misappropriation of a trade secret a plaintiff must show:
(1) that there was a trade secret. . .; (2) that it was a value to employer
[owner] and important in the conduct of his business; (3) that by
reason of discovery of ownership the employer had the right to the
use and enjoyment ofthe secret; and (4) that the secret was
communicated to the employee while he was in a position of trust
and confidence under such circumstances as to make it inequitable
and unjust for him to disclose it to others, or. to make use of it
himself, to the prejudice of his employer. Gruenwald v Advanced
Computer Applications, Tnc., 730 A.2d 1004, 1012-13 (pa.super
1999)." !d.
It is apparent that the type of information obtained and used by Defendant Thomas was a
trade secret. As such it is entirely proper for this court to enjoin Thomas from making use of said
information.
Finally, Gold argued that since he did not sign a non-compete agreement it would be
improper and inequitable for his former employer to prevent him from using the information he
had developed while an employee of Skier. The Court dismissed that argument stating:
"The issue here, however, is not whether appellants can compete, but rather
whether they can compete unfairly using information Gold stole from Skier.
Because appellants now have the benefit of the information misappropriated from
Skier, they now cannot compete fairly. Thus, the court below properly enjoined
them from using Skier's information to compete with Skier." !d. A.2d 940
(emphasis added)
The evidence presented at the hearing on ICS's Motion for Preliminary Injunction
showed that Thomas knew about ICS's pricing information and other infonnation characterized
as a trade secret in the agreement. Accordingly, it is appropriate, even in the absence of an
enforceable non-compete agreement, for this court to enjoin Defendant Thomas from
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misappropriating the information he obtained while an employee ofICS to his own benefit, to
the benefit of Defendant Hayes Stoudt and to the detriment ofICS.
III. CONCLUSION
For the reasons set forth above, Plaintiff, Investigative Consultant Services, Inc.,
respectfully requests that this Honorable Court grant the relief requested in its Motion for
Preliminary Injunction.
Date: December 28,2001
Theodor A. dler, Esquire
Attorney J.D. No, 16267
Thomas O. Williams, Esquire
Attorney J.D. No. 67987
2331 Market Street
Camp Hill, PA 17011-464
Telephone: (717) 763-1383
Attorneys for Plaintiff
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CRRTIFTCATR OF SRRVICR
AND NOW, this 28th day of December 2001, I hereby verify that I have caused a true and
correct copy of the foregoing Memorandum of Law in Support of Plaintiff, Investigative Consultant
Services, Inc.'s Motion for Preliminary Injunction to be placed in the U.S. mail, first class, postage
prepaid and addressed as follows:
Douglas G. Miller, Esquire
Irwin, McKnight & Hughes
West Pomfret Professional Building
60 West Pomfret Street
Carlisle, PA 17013-3222
f
THEODORE A. ADLER, ESQUIRE
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REAGER & ADLER, PC
ATTORNEYS AND COUNSELORS AT LAW
2331 MARKET STREET
CAMP HILL, PENNSYLVANIA 17011-4642
717-763-1383
TELEFAX 717-730-7366
WEBSITE: ReagerAdlerPC.com
THEODORE A. ADLER +
DAVID W. REAGER
CHARLES E. ZALESKI
LINUS E. FENICLE
DEBRA DENISON CANTOR
THOMAS O. WILLIAMS
SUSAN H. CONFAIR
JOANNE HARRISON CLOUGH
CHRISTINE SCHWAMBERGER
Writer's E-Mail Address:taadler@epix.net
i- Certified Civil Trial Specialist
December 28, 2001
via Hand Delivery
Office of the Prothonotary
Cumberland County Courthouse
1 Courthouse Square
Carlisle, PA 17013
Re: Investigative Consultant Services, Inc. v. Albert R. Thomas, Sheri Thomas and
Hayes, Stoudt & Associates, Inc.
Docket No.: 01-6560 Equity (Cumberland Co. C.C.P.)
Our Pile No.: 00-871.002
Dear SirlMadam:
Enclosed please find an original and two (2) copies of a Memorandum of Law in Support
of Plaintiff, Investigative Consultant Services, Inc.'s Motion for Preliminary Injunction to be
filed in the above captioned matter. Please time-stamp the additional copies and return the same
to our messenger. If you have any questions, please do not hesitate to contact the undersigned.
TAA/cmc
Enclosure
cc: Douglas G. Miller, Esquire (w/encl.)
Honorable Kevin A. Hess (w/encl.)
Carl Schleicher (w/encl.)
Investigative Consultant Services, Inc.
Very
~ore A Aill~
Thank you.
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INVESTIGATIVE CONSULTANT:
SERVICES, INC.,
Plaintiff
vs.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
01-6560 EQUITY
CIVIL ACTION - EQUITY
ALBERT R. THOMAS, SHERI
THOMAS and HAYES, STOUDT
& ASSOCIATES, INC.,
Defendants
IN RE: PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION
BEFORE HESS. J.
DECREE NISI
AND NOW, this
:l sr day of January, 2002, following hearing thereon, the
motion of the plaintiff for preliminary injunction is DENIED.
BY THE COURT,
~eodore Adler, Esquire
For the Plaintiff
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-"'uglas Miller, Esquire
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INVESTIGATIVE CONSULTANT:
SERVICES, INC.,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
vs.
01-6560 EQUITY
CIVIL ACTION - EQUITY
ALBERT R. THOMAS, SHERI
THOMAS and HAYES, STOUDT
& ASSOCIATES, INC.,
Defendants
IN RE: PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION
BEFORE HESS, 1.
OPINION AND DECREE NISI
In this case, the plaintiff, Investigative Consultant Services, Inc., has filed a complaint in
equity against the defendants and has, in that connection, filed a motion for preliminary
injunction. A hearing on the motion for preliminary injunction was held on December 19, 200 I.
For the reasons which follow, the motion will be denied.
The plaintiff seeks to enjoin the defendants from contacting any of its clients or
customers or divulging trade secrets of the plaintiff. At the hearing, the plaintiff limited its
request for preliminary injunction to the defendant, Albert R. Thomas.
Mr. Thomas had worked for Investigative Consultant Services, Inc., (hereinafter ICS) for
approximately fifteen years as, first, an investigator, then a regional director and director of
investigations. On December 1, 1995, many years after he had been first hired, Mr. Thomas was
asked by ICS and, specifically, its president, Carl SchIeigher, to sign an employment agreement.
The employment agreement stated, in pertinent parts, as follows:
12. (a) I understand and agree that, during the term
of my employment with ICS and within two (2)
years after termination of employment with ICS, I
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01-6560 EQUITY
will not divulge the names or addresses of any of
the clients or customers ofICS to any party not
employed by ICS, nor will I call on or market any
current client ofICS on behalf of myself or any
other employer, with the exception that the identity
of clients or customers may be provided to future
clients as references. I agree that, ifI violate this
provision and perform services for any client of
ICS during said two (2) year period, either
personally or on behalf of a new employer, I will
pay ICS 100% of any fees paid by said client of
ICS as liquidated damages for the breach of this
provISIOn. . ..
(c) I further agree, during the term of my
employment and for a period of two (2) years after
termination of my employment with ICS, not to
divulge any information which I learned while in
the employ ofICS which could be construed as a
"trade secret." All such disclosures must be
approved, in advance, by ICS' Chief Executive
Officer.
It is clear that signing the employment agreement was not voluntary and that employees who
refused to sign the agreement would be fired.
Mr. Thomas voluntarily terminated his employment with ICS on October 30, 2000, and
became associated with defendant Hayes, Stoudt & Associates, Inc., a competitor ofICS.
Thereafter, he contacted four clients of the plaintiff. He has not received any business from three
ofthe four clients contacted. He has, however, received some business from Travelers
Investigative Services which is owned by Aetna Insurance.
The standards for the issuance of a preliminary injunction are well established. Such an
injtffiction may be granted only if the plaintiff establishes that relief is necessary to prevent
immediate and irreparable harm which could not be compensated by damages; greater injury
would result by refusing the injnnction than by granting it; the injnnction will restore the parties
2
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01-6560 EQUITY
to their status as it existed immediately prior to the alleged wrongful conduct; and the activity
sought to be restrained is actionable and the injunction issued is reasonably suited to abate such
activity. Anchel v. Shea, 762 A.2d 346, 351 (Pa.Super. 2000). In addition, an injunction cannot
be granted unless the plaintiff establishes that the right to relief is clear. Id.
In this case, we agree with the defendant that the plaintiff has failed to prove the
likelihood of success in enforcing its restrictive covenant. Non-compete covenants are
agreements in restraint of trade and, thus, are not favored by the courts. They are, accordingly,
narrowly construed. Jacobson & Co. v. International Environment Com., 427 Pa. 439, 235 A.2d
612 (1967). In Pennsylvania, restrictive covenants are enforceable but only if they are incident
to an employment relationship between the parties, the restrictions imposed by the covenant are
reasonably necessary for the protection of the employee, and the restrictions imposed are
reasonably limited in duration and geographic extent. See Hess v. Gebhard & Co.. Inc., 769
A.2d 1186, 1191 (pa.Super. 2001) citing earlier cases. Important in the matter sub judice is the
principle that, when a restrictive covenant is not executed until after the employee has agreed to
the terms of employment and begun work, then the covenant may not be enforced absent new
consideration. See Davis & Warde. Inc. v. Tripodi, 420 Pa.Super. 450, 455, 616 A.2d 1384,
1387 (1992).
In the instant case, the testimony clearly indicates that the plaintiff operated its business
for some time without requiring employees to sign any employment agreements. At the time the
first agreement was signed by him, Mr. Thomas had worked for the plaintiff for many years. He
had become a regional director of investigations. His salary and compensation did not change in
exchange for signing the plaintiff s agreement. Instead, he testified that at least one employee
3
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01-6560 EQUITY
was fired for refusing to sign the agreement. Thus, the instant agreement lacks consideration and
is clearly unenforceable.!
The plaintiff also argues that it is entitled to equitable relief because of the defendant's
misappropriation of trade secrets. In asserting an equitable right to protection against the misuse
of a trade secret, the burden is on the plaintiff to show that it held a trade secret and that the
defendant had misappropriated it in violation of a confidential relationship. Fidelitv Fund. Inc. v.
DiSanto, 347 Pa.Super. 112, 121, 500 A.2d 431, 436 (1985). We agree with the defendant that
neither the names of insurance companies, pricing agreements, nor reporting methods are
confidential material in the investigative industry. The pricing arrangements which are dictated
by the companies who refer work leave little, if any, room for negotiation. The names of the
insurance companies and their structure is well known in the investigative industry and
investigative work and techniques are not unique to the plaintiff.
For all of the foregoing reasons, we will enter the following decree nisi.
DECREE NISI
AND NOW, this
Z8~
day of January, 2002, following hearing thereon, the
motion ofthe plaintiff for preliminary injunction is DENIED.
BY THE COURT,
1 Furthermore, it is well settled that an injunction is only available if the party seeking relief has no adequate remedy
at law. Worldwide Auditing Services. Inc. v. Richter, 402 Pa.Super. 584, 586, 587 A.2d 772, 774 n.1 (1991). The
employment agreement here provides for the payment of 100% of any fees paid by a client as liquidated damages.
By its very terms, the agreement provides for an adequate legal remedy.
.Ai
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01-6560 EQUITY
Theodore Adler, Esquire
For the Plaintiff
Douglas Miller, Esquire
For the Defendants
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SHERIFF'S RETURN - OUT OF COUNTY
CASE NO: 2001-06560 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
/[9''')
INVESTIGATIVE CONSULTANT SERV
VS
THOMAS ALBERT R ET AL
R. Thomas Kline
, Sheriff or Deputy Sheriff who being
duly sworn according to law, says, that he made a diligent search and
and inquiry for the within named DEFENDANT
, to wit:
THOMAS ALBERT R
but was unable to locate Him
in his bailiwick. He therefore
deputized the sheriff of NORTHUMBERLAND
County, Pennsylvania, to
serve the within COMPLAINT - EQUITY
On February 27th, 2002 , this office was in receipt of the
attached return from NORTHUMBERLAND
Sheriff's Costs:
Docketing
Out of County
Surcharge
Dep Northumberland
18.00
9.00
10.00
90.24
.00
127.24
02/27/2002
REAGER ADLER
So a~.e.rs'/~~/. .//~
-~~~~~
R / Thomas Kl ine
Sheriff of Cumberland County
COGNETTI
Sworn and subscribed to before me
this
"'"'
fa ~
day of ~
';!'o":u A.D.
G'f'LJ2 /ru.t I,., ~
. prothonot'ar
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SHERIFF'S RETURN - OUT OF COUNTY
CASE NO: 2001-06560 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
INVESTIGATIVE CONSULTANT SERV
VS
THOMAS ALBERT R ET AL
R. Thoma.s Kline
, Sheriff or Deputy Sheriff who being
duly sworn according to law, says, that he made a diligent search and
and inquiry for the within named DEFENDANT
, to wit:
THOMAS SHERI
but was unable to locate Her
in his bailiwick. He therefore
deputized the sheriff of NORTHUMBERLAND
serve the within COMPLAINT - EQUITY
County, Pennsylvania, to
On February 27th, 2002 , this office was in receipt of the
attached return from NORTHUMBERLAND
Sheriff's Costs:
Docketing
Out of County
Surcharge
6.00
.00
10.00
.00
.00
16.00
02/27/2002
REAGER ADLER
So answerp-:
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R.~~~;f:~n~?/
Sheriff of Cumberland County
COGNETTI
Sworn and subscribed to before me
this
I.?>~ day of /1,u. .0'......,
;)..tl1J :L
A.D.
C)f"
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prothonotar
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SHERIFF'S RETURN - OUT OF COUNTY
CASE NO: 2001-06560 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
INVESTIGATIVE CONSULTANT SERV
VS
THOMAS ALBERT R ET AL
R. Thomas Kline
, Sheriff or Deputy Sheriff who being
duly sworn according to law, says, that he made a diligent search and
and inquiry for the within named DEFENDANT
, to wit:
HAYES STOUDT & ASSOCIATES INC
but was unable to locate Them
in his bailiwick. He therefore
deputized the sheriff of BUCKS
County, Pennsylvania, to
serve the within COMPLAINT - EQUITY
On February 27th, 2002 , this office was in receipt of the
attached return from BUCKS
Sheriff's Costs:
Docketing
Out of county-
Surcharge
Dep Bucks County
6.00
9.00
10.00
48.00
.00
73.00
02/27/2002
REAGER ADLER
So ansVJ~g: ...... . /
..~~c~~~
R( Thomas Kline
Sheriff of Cumberland County
COGNETTI
Sworn and subscribed to before me
this 13t day of ~
()IJt?V A.D.
(~"t.. , 0 )nJ/j,~, ~
Prothonotary
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PLAINTIFF: INVESTIGATIVE CONSULTANT SERVICES,
P:
INC. CASE #: 01 EQ 6560
CTY FILED: CUMBERLAND
FILE DATE: 01/11/20
DATE RECEIVED: 01/12/10
ASSIGNED TO: 2 DEF
LAW FIRM: CUMBERLAND
EXPIRES: 2001/12/20
VS:
DEFENDANT: THO~S, ALBERT R. &
D: THOMAS, SHERI
D: 118 EAST SECOND STREET
D: MT. CARMEL, -PA 17851
D:
SHERIFF'S RETURN
I HEREBY CERTIFY AND RETURN I SERVED: ALBERT R. THOMAS
BY HANDING A TRUE AND ATTESTED COPY OF THE WITHIN: NOTICE, COMPLAINT IN
EQUITY & MOTION FOR PRELIMINARY INJUNCTION
PERSON SERVED: ALBERT R. THOMAS
DATE SERVED: 2001/12/12
CAPACITY: PERSONALLY
TIME: 3:20 PM
PLACE SERVED: 118 EAST SECOND STREET MT CARMEL PA
COUNTY OF NORTHUMBERLAND AND STATE OF PENNA" MAKING KNOWN UNTO: HIM THE
CONTENTS THEREOF. SO ANSWERS: CHARLES S. BERKOSKI, SHERIFF
BY DEPUTY: MORACK, ANDREW
BY:
I HEREBY CERTIFY AND RETURN THAT I SERVED: SHERI THOMAS
BY HANDING A TRUE AND ATTESTED COPY OF THE WITHIN: NOTICE, COMPLAINT IN EQUITY
& MOTION FOR PRELIMINARY INJUNCTION
PERSON SERVED: SHERI THOMAS
DATE SERVED: cOOl/12/12
CAPACITY PERSONALLY
TIME: 3:20 PM
PLACE SERVED: 118 EAST SECOND STREET MT CARMEL PA
COUNTY OF NORTHUMBERLAND AND STATE OF PENNA., MAKING KNOWN UNTO: HER THE
CONTENTS THEREOF.
SO ANSWERS :CHARtESS . IiERKOSKl, SIiERIFF
BY DEPUTY: MORACK, ANDREW
BY:
Ak~s;.~
SHERIFF'S COSTS:
REC #: 19340
NO. OF ATTEMPTS:
$ 90.24
DOCKET PAGE #: 01 CV 0813
Sworn LiJ w,U ;'"JlJb(;i iiJeU DelOre
me this I~ day ot ~
~,D,200~_~~_
---~OTHONOTARY
My Comm. Exp. 1 st Mon. Jan. 2006
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In The Cour.t'oftommon Pleas of Cumberland 'County, Pennsylvania
Investigative Consultant Services ,rnc
VS.
Albert R. Thomas et al
SERVE :
Sheri Thomas
No. 01
6560 civil
Now,
December 5
,20~, I, SHERIFF OF CUMBERLAND COUNTY, PA, do
hereby deputize the Sheriff of Northtnnberland
County to execute this Writ, this
deputation being rnade at the request and risk ofthe Plaintiff.
.' '~~~~<~I
Sheriff of Cumberland Connty, PA
Affidavit of Service
Now,
,20_, at
o'clock
M. served the
within
upon
at
by handing to
a
copy of the original
and rnade known to
the contents thereof.
So answers,
Sheriff of
County, PA
Sworn and subscribed before
me this _ day of ,20_
COSTS
SERVICE
MILEAGE
AFFIDAVIT
$
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$
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In The Court of Common Pleas of Cumberland County, Pennsylvania
Investigative Consultant Services Inc
VS.
Albert R. Thanas et al
SERVE :
Albert R. Thomas
No. 01
6560 civil
Now,
December 5
, 20~, I, SHERIFF OF CUMBERLAND COUNTY, P A, do
hereby deputize the Sheriff of Northumberland
County to execute this Writ, this
deputation being rnade at the request and risk of the Plaintiff.
.~~~-~~
Sheriff of Cumberland County, PA
Affidavit of Service
Now,
,20_,at
o'clock
M. served the
. within
upon
at
by handing to
a
copy of the original
and rnade known to
the contents thereof.
So answers,
Sheriff of
County, PA
Sworn and subscribed before
me this . day of ,20_
COSTS
SERVICE
MILEAGE
AFFIDAVIT
$
$
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SHERIFF
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OFFICE - LA ,JSENCE R. NICHELS,
AOMINISTRf,TION BUILDING
OOYLESTOWN, PA 18901
BUCKS MISC DOCKET # 20Gl 33361
LOCATION: OUT OF COUNTY
C LAS S: ;, S SU ~1 PSI T
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SHERIFF'S RETURN OF SERVICE
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SHERI"F'S OfFICE
CUftBERLAND COUNTY
1 COURTHOUSe SQUARE
CARLISLE PA 17013
ATTN:SHCRIff'S CUMBERLAND CTY.
PLA INTI f'f'
r;, v 25 TIG Anv,:
CONSUL TANT SERV
vs.
! O":FENDMH
:AYES, STOUDT c. ASSOCIATeS
328 WEST BROAD STR~ET
QU!\KERTOl"N, PA H951
112(12(;01 CCi'-1PLAINT - ...VIL A ION REC2IVSC f:\Oj.\ CUMBERTlAND CTY. SHERIfF'S JG;'>\
121~20Gl REC~IVEO IN SHERIFF S OFFICE FOq SERVIce. TRANSACT-ION #01-1-16416 JnN
AMOUNT PAl~ $48.00.
1;,;:12001 SHERIFF' R TURN, UNDER OATH, !JOT FOUND BY DEPUTY P2~K AS TO JON
DEFENDANT HAYES, STOUDT & ASSOCIATES. DEPUTY RECEIVED AFTER EXPIRA-
TION DATE. 3;) DAYS RAN OUT. JO~j
INVOICE MAILED TO CUMBERLAND COUNTY SrlERlfFtS JON
TRANSACTION -01-1-16416
~~jD 0;': CASE
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In Tb.e Court of Common Pleas of Cumberland County, Pennsylvania
Investigative Consultant Services. Inc
VS.
Albert R. Thanas et al
lERVE :
No. 01
Hayes, Stoudt & Associates, Inc.
6560 civil
Now,
December 5
,20~, I, SHERIFF OF CUMBERLAND COUNTY, PA, do
hereby deputize the Sheriff of
Bucks
County to execute this Writ, this
deputation being made at the request and risk of the Plaintiff.
. '~g-rt'~~
Sheriff ofCtimberland County, PA
Affidavit of Service
Now,
,20_, at
0' clock
M. served the
within
upon
at
by handing to
a
copy of the original
and rnade mown to
the contents thereof.
So answers,
Sheriff of
C0U11ty, PA
Sworn and subscribed before
me this . day of ,20_
COSTS
SERVICE
MILEAGE
AFFIDA VIT
$
$
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'-r;) .
P(-
BUCKS COUNT'UofL
SHERIFF'S RETURN
Filed 11.;~ 41in ~a.....J-
Bucks Case #~ Rec'd~L0 J2L
Special Instructions
Action Civil .J .'
Plaintiff Investigative Consultant Serv.
vs
Defendant Hayes, Stoudt & Associates
i?R'U~Qt Rrn~n Str~~t
QY3ker:t9\1II, Po^' 1~951
Address Served if Different
Served under Pa.R.C.P. #402
----<A) (i) Defendant personally served
----<A) (2) (i) Family Member
----<A) (2) (i) Adult in Charge of Residence
----<A) (2) (ii) Manager/Clerk at Defts. Lodging
----<A) (2) (iii) Person in Charge of Business
By Handing to
~ By Posting
~ ,!erJle&t
E 30 Days Ran Out _ Defendant Not Home
_ Defendant Moved _ Address Vacant
--'- Def. Unknown _ Dep. Needs Belter Add.
_ Checked Post Office _ No Forwarding
~~~ fJ{:-k- errtoiz"4- AJ,..~
Twp.~ @.r~~
By Deputy 5 - f.L.
~
Witness
At aa.<) o'clock l@ PM) on &?:Li~
The above document was served/.IlOt serv:&d on the
defendant as per inf,o, rmatio. n~i ed ave-in the, County
of Bucks~we..lth oI " ~ vani . J
So ans~~J:,.",;;;'U;.iiI\ ' ,"
. I /8
Lawrence R. Michaels, Sheriff of Bucks County 1/1/{,
'r d rUbscribed before me on this day 1m
Prothonotary l Ii,
Affirmed and subscribed before me on this day 11tf1
--! --!-
Notary p"~lic
My Com. Exp.
!;--';"""f"'I'"
'<--;!."!Il:<M
'<-'~ilikI-.
0.1.33361
Bucks County Case #
Invoice to be mailed to
Cumberland
County Sheriff's Office
Attn. of
or
f
DUPLICATE REcEIPT
RECEIPT # 2001 1 15416
TPANSACTION * 8M 2001 33361
FOR C CUM8ERLAND
12..'14/28@1 16; 2:!
PC #>:~,j34~9;i~~._____ 4S,3:3----
TUlAL"pt'IO AS Bf
~OTRL COST 48.00
CHA! L"i~ &}. 02
THAN''; 'taU
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,
INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
~ NO: OI-4'iL.o ~
v. .
ALBERT R. THOMAS, SHERI THOMAS
and HAYES, STOUDT & ASSOCIATES,
INC.,
: EQUITY
Defendants
NOTTeR
You have been sued in court. If you wish to defend agai.tlst 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 defenses or objections to the claims set forth against you. You are warned that if you fail to
do so the case may proceed without you and a judgment may be entered against you by the court
without further notice for any money claimed in the complaint or for any other claim or relief
requested by the plaintiff. You may lose money or property or other rights important to you.
YOU SHOULD TAKE TmS PAPER TO YOUR LA WYERAT ONCE. IF YOU DO NOT
HA VB 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
TBUE C'.QPY F'ci(.l'!yl fUSCORO
, .
111 T esUmooy w!l8fllOf, I iIer6 ooto 881 my twld
and tM see! ~ saki COurt at Car1lsIe. PiJ"
r~ilS tJ ~~(f~~ ~J
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t
INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL VANIA
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC.,
Defendants
COMPLAINT TN RQTJTTV
1. The Plaintiff Investigative Consultant Services, Inc. (hereinafter "ICS") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 4004 Trindle Road, Camp Hill,
Cumberland County, Pennsylvania 17011.
2. Defendant Albert R. Thomas is an adult individual with a present address of 118
East Second Street, Mt. Carmel, Pennsylvania 17851.
3. Defendant Sheri Thomas is an adult individual with a present address of 118 East
Second Street, Mr. Carmel, Pennsylvania 17851.
4. Defendant Hayes, Stoudt & Associates, Inc. (hereinafter "Hayes Stoudt") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 328 West Broad Street, Suite 200,
Quakertown, Pennsylvania 18951.
COTJNTI
Breach of Contract (Covenant Not to Compete)
ICS v. Albert R. Thomas and Hayes, Stoudt & Associates, Inc.
5. On December 1, 1995, PlaintiffICS and Defendant Albert R. Thomas entered into
a valid written employment agreement under whose terms ICS hired Defendant Albert R.
ffj
-
" " " ~ L-_"
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'&"'>~"'~':;''''',':$iJif"i;
y
Thomas as an investigator (hereinafter "employment contract"). A true and correct copy of the
aforesaid employment contract is attached hereto, made a part hereof and marked as Exhibit "A".
6. In accordance with the employment contract, Defendant Albert R. Thomas agreed,
in consideration of his employment, training and salary, that he would be prohibited for two (2)
years frOll1 the termination of his employment with ICS from doing any of the following:
a. Divulging the names or addresses of any of the clients or customers ofICS
to any party not employed by ICS; and
b. Calling on or marketing any current client ofICS on behalf of himself or
any other employer.
7. In addition, Defendant Albert R. Thomas agreed that ifhe violated the aforesaid
contractual provision and performed services for any client of ICS during the said two (2) year
period following his termination of ernployment with ICS either personally or on behalf of a new
employer he would pay ICS 100% of any fees paid by said client ofIeS.
8. On October 30,2000, Defendant Albert R. Thomas voluntarily terminated his
employment with ICS, subject to the terms and conditions of the employment contract attached
hereto as Exhibit "A".
9. Defendant Albert R. Thomas has become associated with Defendant Hayes
Stoudt, a direct competitor ofICS.
10, By way ofa letter dated September 4,2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it from the ICS clients identified above. In particular, ICS's
attorneys advised Defendant Hayes Stoudt that Defendant Albert Thomas had violated his
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employment contract by contacting Travelers Investigative Services and Selective Insurance
Cornpany. A true and correct copy ofthe aforesaid letter is attached hereto as Exhibit "B".
11. To date, Defendant Hayes Stoudt has failed and refused to acconnt for the fees it
has received from rcs's clients, and in fact has refused to even respond to the aforesaid letter.
12. Defendant Albert R. Thomas has been contacting and soliciting existing and
former clients ofIeS in an effort to have them shift work from ICS to his new employer,
Defendant Hayes Stoudt, in violation of the express terms and conditions of the employment
contract attached hereto as Exhibit "A".
13. The clients ofICS, which Defendant Albert R. Thomas has contacted and
solicited on behalf of his new employer include, but are not limited to, Inservco Insurance
Services, Inc. of Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville,
Pennsylvania, Travelers Investigative Services, in Reading, Pennsylvania and Selective
Insurance Company in Lehigh Valley, Pennsylvania.
14. The aforesaid actions of Defendant Albert R. Thomas constitute breaches ofthe
employment contract and in particular the covenant not to compete contained in the employment
contract.
15. The activities of Defendant Albert R. Thomas, as set forth above, and his
continuance of these activities, have caused and will continue to cause irreparable harm to ICS' s
business and valuable goodwill in that:
a. ICS has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. ICS has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future.
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16. Defendant Hayes Stoudt is an indispensable party because it is believed and
thereforeJ averred that it has received and retained fees and profits which were obtained as a result
of the actions, contacts and solicitations of Defendant Thomas that constitute violations ofthe
covenant not to compete contained in the employment agreement.
17. ICS has no adequate remedy at law to protect its business and property rights and
restraint by injunction is necessary to afford adequate relief.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(1) That an injnnction issue, preliminarily and for a period to continue nntil
October 31, 2002, enjoining Defendant Albert R. Thomas from contacting
any previous or current clients ofICS, and from divulging the names or
addresses of any ofICS' s customers or clients;
(2) That Defendants Albert R. Thomas and Hayes Stoudt be required to
account to ICS for all fees and profits derived from Defendant Albert R.
Thomas' breach of the contract; and
(3) That ICS be granted such other relief as the Court may deem just and
appropriate.
COTJNT IT
Breach of Contract (Covenant not to Compete)
ICS v. Sheri Thomas and Hayes, Stoudt & Associates, Inc.
18. Plaintiff incorporates herein by reference the averments of paragraphs I through
17 above as if set forth fully.
19. On December 1, 1995, PlaintiffICS and Defendant Sheri Thomas entered into a
valid written employment agreement under whose terms ICS hired Defendant Sheri Thomas as
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an investigator (hereinafter "employment contract"). A true and correct copy of the aforesaid
employment contract is attached hereto, made a part hereof and marked as Exhibit "C".
20. . In accordance with the employment contract, Defendant Sheri Thornas agreed, in
consideration of her employment, training and salary, that he would be prohibited for two (2)
years frorn the termination of his employment with ICS from doing any ofthe following:
a. Divulging the names or addresses of any of the clients or customers ofICS
to any party not employed by ICS; and
b. Calling on or marketing any current client ofICS on behalf of himself or
any other employer.
21. In addition, Defendant Sheri Thomas agreed that if she violated the aforesaid
contractual provision and performed services for any client ofICS during the said two (2) year
period following her termination of employment with ICS either personally or on behalf of a new
employer she would pay ICS 100% of any fees paid by said client ofICS.
22. On October 30, 2000, Defendant Sheri Thomas voluntarily terminated her
employment with ICS, subject to the terms and conditions of the employment contract attached
hereto as Exhibit "C".
23. Defendant Sheri Thomas has become associated with Defendant Hayes Stoudt, a
direct competitor ofICS.
24. By way of a letter dated September 4,2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it frorn the ICS clients identified above. A true and correct copy
of the aforesaid letter is attached hereto as Exhibit "B".
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25. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it
has received from ICS' s clients, and in fact has refused to even respond to the aforesaid letter.
26. Defendant Sheri Thomas has been contacting and soliciting existing and former
clients ofICS in an effort to have them shift works from ICS to her new employer, Defendant
Hayes Stoudt, in violation of the express terms and conditions of the employment contract
attached hereto as Exhibit "C".
27. The clients ofICS, which Defendant Sheri Thomas has contacted and solicited on
behalf of her new employer include, but are not limited to, Inservco Insurance Services, Inc. of
Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville, Pennsylvania, Travelers
Investigative Services, in Reading, Pennsylvania and Selective Insurance Company in Lehigh
Valley, Pennsylvania.
28. The aforesaid actions of Defendant Sheri Thomas constitute breaches of the
employment contract and in particular the covenant not to compete contained in the employment
contract.
29. The activities of Defendant Sheri Thomas, as set forth above, and her continuance
of these activities, have caused and will continue to cause irreparable harm to ICS's business and
valuable goodwill in that:
a. ICS has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. ICS has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future.
30. Defendant Hayes Stoudt is an indispensable party because it is believed and
therefore averred that it has received and retained fees and profits which were obtained as a result
6
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ofthe actions, contacts and solicitations of Defendant Thomas that constitute violations of the
covenant not to compete contained in the employment agreement.
31. ICS has no adequate remedy at law to protect its business and property rights and
restraint by injunction is necessary to afford adequate relief.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(1) That an injunction issue, preliminarily and for a period to continue until
October 31,2002, enjoining Defendant Sheri Thomas from contacting any
previous or current clients ofICS, and from divulging the names or
addresses of any ofICS's customers or clients;
(2) That Defendants Sheri Thomas and Hayes Stoudt be required to account to
ICS for all fees and profits derived from Defendant Sheri Thomas' breach
of the contract; and
(3) That ICS be granted such other relief as the Court may deem just and
appropriate.
COlTNT TIT
Misappropriation of Trade Secrets
ICS v. Albert R. Thomas and Sheri Thomas
32. Plaintiff incorporates herein by reference the averments of paragraphs I through
31 above as if set forth fully.
33. ICS has, by the expenditure of considerable time, effort and money, developed the
following valuable proprietary information about its business and its customers, all of which
constitute trade secrets:
a. The names of its customers;
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b. The identity of the individual or individuals within each customer's
organization who makes actual purchasing decisions;
c. Its Cllstomer's buying habits and preferences; and
d. Pricing and pricing strategies.
34. Defendants Albert R. Thomas and Sheri Thomas duties while employed with ICS
were in large part related to the sale of ICS' s services to existing and prospective customers and
the maintenance ofthose customer accounts.
35. In their capacity as valued employees ofICS, Defendants Albert R. Thomas and
Sheri Thomas had access to and did learn virtually all of the trade secrets and valuable
proprietary information ones as referred to above.
36. Subsequent to terminating their ernployment with ICS, Defendants Albert R.
Thomas and Sheri Thomas have offered to perform virtually the same services to customers and
potential customers ofICS on behalf of Defendant Hayes Stoudt in direct competition with ICS
using the proprietary information and trade secrets of ICS.
37. It is believed and therefore averred that Defendants Albert R. Thomas and Sheri
Thomas have prepared and/or made proposals to ICS' s customers and potential customers on
behalf of Defendant Hayes Stoudt using proprietary information and trade secrets learned while
they were employees ofICS.
38. The trade secrets referred to in this action, which are in the possession of
Defendants Albert R. Thomas and Sheri Thomas, are being willfully and intentionally used by
Defendants to lure ICS' s existing and potential customers for their own benefit and to establish
favorable relationships with ICS's customers and potential customers on behalf of Defendant
Hayes Stoudt.
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39. The conduct of Defendants Albert R. Thomas and Sheri Thornas, if permitted to
continue, will cause ICS to suffer immediate and irreparable harm, loss of business from existing
customers, loss of potential business, and loss of goodwill in the marketplace.
40. The monetary value ofthe harm to ICS cannot be definitely ascertained, nor is
there an adequate remedy at law to remedy the harm.
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc. respectfully requests this
Honorable Court:
(a) To issue an Order enjoining Defendants Albert R. Thomas and Sheri
Thomas from communicating with or soliciting any person, firm or
corporation which has been or is a customer or a potential customer ofICS
until October 31, 2002;
(b) To issue an Order directing Defendants Albert R. Thomas, Sheri Thomas,
and Hayes Stoudt to account to and pay over to ICS any fees and profits
the Defendants have received from the sale to any person, firm or
corporation which has been or is a customer ofICS;
(c) Grant ICS such other relief as this Court shall deem proper.
Respectfully subrnitt d,
REAGER P.
Date: November 20, 2001
Th dore A. Adler, Esquire
Attorney J.D. No. 16267
Thomas O. Williams, Esquire
Attorney J.D. No. 67987
2331 Market Street
Camp Hill, P A 17011-464
Telephone: (717) 763-1383
Attorneys for Plaintiff
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Dated:
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Employee's Name: 4./ .J31i{J ;{I,
POSITION: K'::-G rc vII C fk,v.f 15 F/('
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INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October 1, 1995
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant Services, Inc. ("rCS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front street, Harrisburg, Pennsylvania, as
Managers/Private Detectives/Investigators during the course of
his employment with rcs.
In consideration for the salary agreed upon at the time
of hiring each new employee, or for the salary currently being
earned by current employees, and subsequent salary evaluations
and increases and promotions, and in further consideration for
the additional benefits provided in accordance with current
company pOlicy, each licensed Private Detective/Investigator and
Manager should read and acknowledge, with his signature,
intending to be legally bound, the following terms:
1. In addition to my salary, which is to be paid in equal
monthly installments payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc., the following additional benefits of
my employment have been explained in detail to me by my
supervisor:
(a) Vacation policy and personal days;
(b) Sick leave policy;
(c) Paid holidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hoUr days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K Savings Plan;
(f) Life and DisabiliLy Insurance;
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(g) Reimbursement for business mileage that r drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by rcs; and
(h) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. r understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. r understand this may require holiday
and weekend work on occasion. r acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. r agree to do whatever is necessary
to ensure that each assignment r am given is
investigated thoroughly and professionally.
3. r understand that my performance will be compared to
other managers/investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. r also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. I understand that my employment is "at will" and may be
terminated by rcs or me at any time.
5. r understand that, if r disagree in any way with my
supervisor's decisions and assignments, r may appeal
such decisions and/or assignments in writing to the
President of rcs.
6. r understand that rcs company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies.
7. r understand and have read the corporate policy
memorandum regarding part-time employment. r agree to
comply with the terms of that policy.
8. I understand that it is imperative that I hold a valid
driver's license. r affirm that the information
regarding my driver's history as presented in my
employment application is true and valid as stated. I
will report any loss or suspension of my driver's
license to ICS immediately. I also affir2 that I have
not been convicted of a felony or any offens2 involving
moral turpitude or any misdemeanor or offense of any
nature.
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9. ~ agree to sign a-receipt for all company property
~ssued to me by rcs, and to utilize care in handling
all company equipment, including company vehicles. I
understand I may be liable for repairs or replacement
of said equipment if the damage or loss of said
equipment is shown to be a result of negligent or
intentional misconduct on my part. After termination
of my employment for any reason, I agree to immediately
return all rcs property to rcs. r will also turn over
all documents, papers, files, records, manuals, or
other written or graphic material relating to rcs or
any client of rcs.
10. r understand and agree that if, after termination of my
employment with rcs, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter Which
occurred during my employment with ICS, I will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate I was earning at the time of termination.
This will be a fair and equitable amount for time and
service. r understand that r may request that a
subpoena be issued for my testimony.
11. I agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with rcs policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with res supported by receipts,
for which r will be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Voucher." r also
understand that r will receive a cash advance which I
must account for by utilizing my "Bi-weekly Expense
Voucher."
12. (a) r understand and agree that, during the term of my
employment with res and within two (2) years after
termination of employment with rcs, r will not
divulge the names or addresses of any of the
clients or customers of res to any party not
employed by rcs, nor will I call on or market any
current client of rcs on behalf of myself or any
other employer, with the exception that the
identity of clients or customers may be provided
to future clients as references. I agree that, if
r violate this provision and perform services for
any client of rcs during said two (2) year periOd,
either personally or on behalf of a new employer,
r will pay rcs 100% of any fees paid by said
client of ICS as liquidated damages f0r the breach
of this provision. These fees shall be payable to
rcs, without demand by rcs, within 10 days of
payment by said client of rcs.
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(b) I also agree that I will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
ICS .to terminate their employment with rcs.
(c) I further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with ICS, not to
divulge any information which I learned while in
the employ of ICS which could be construed as a
"trade secret". All such disc'losures must be
approved, in advance, by ICS' Chief Executive
Officer.
(d) I agree that the provisions of this paragraph ~2
are reasonable. I understand that if I breach or
threaten to breach the provisions of this
paragraph, ICS shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. If a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
~3. I agree to conduct myself at all times while an
employee of ICS in an ethical, moral and professional
manner.
~4. I agree to provide two (2) weeks written notice in the
event that I desire to terminate my employment with
ICS. I understand that I will be paid at the time of
termination of my employment, at the end of the
calendar month following the date of termination, and
that my final paycheck will include payment for unused
annual leave in accordance with the current ICS policy.
I understand that, prior to the issuance of my final
paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed and
settled. All damage to my equipment must be resolved,
and all costs incurred by ICS will either be paid for
or will be deducted from my final paycheck.
~5. I understand that any violation of the "Terms of
Employment" may result in administrative or
disciplinary action being taken by ICS.
~6. I understand and acknowledge that any use of .the client
lists, prospective client material, price lists, report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with ICS may result ill legal action being taL"n against
me by ICS.
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17. Employee shall not divulge any information acquired by
employees of rcs toanyone and further shall not make a
false report to rcs. To divulge information is a
violation of Section 14 of the Private Detective Act.
18. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
pennsylvania. The corporate headquarters of res are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin County, Pennsylvania, and I consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that I
understand the above "Terms of Employment."
OIL ~
have read and
Signature
Date
/vl- I( I q \
ICSEMPL2.AGR ORG19
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REAGER & ADLER, PC
ATTORNEYS AND COUNSElORS AT LAW
2331 MARKET STREET i
CAMP HILL, PENNSYLVANIA 17011-4642
717-763-1383
TELEFAX 717-730-7366
WEBSITE: ReagerAdlerPC.com
THEODORE A. ADLER +
DAVID W. REAGER
CHARLES E. ZALESKI
LINUS E. FENICLE
DEBRA DENISON CANTOR
THOMAS O. WILLIAMS
SUSAN H. CONFAIR
JOANNE H. CLOUGH
Writer's E~Mai1 Address: taadler@epix.net
+ Certified Civil Trial Specialist
September 4,2001
Tom Hayes
Jeff Stoudt
Hayes, Stoudt & Associates, Inc.
Professional Investigations
328 W. Broad Street, Suite 200
Quakertown, PA 18951
Re: Albert Thomas; Sheri Thomas
Our File No.: 00-871.000
Gentlernen:
We represent Investigative Consultant Services, Inc. (ICS).
Albert and Sheri Thomas were employees ofICS nntil October 31, 2000. As part of their
employment, the Thomases signed an employment agreement with ICS. The agreement
contained a restrictive covenant that prevents the Thomases from calling on or marketing to any
clients ofICS for a period of two (2) years following their termination of employment.
Recently, it has come to ICS's attention that the Thomases have been employed by your
company. Indeed, Albert Thomas is holding himself out as your company's Manager of
Investigations. In that capacity he has solicited business from a number of companies which
were clients ofICS's at the time the Thomases terminated their employment with ICS. These
clients include, but are not limited to:
(a) Inserveco Insurance Services, Inc., Lawrensville, NJ;
(b) Reading Anthracite Cornpany, Pottsville, PA;
(c) Travelers Investigative Services, Reading, PA; and
(d) Selective Insurance Company, Lehigh Valley, PA.
ICS has confirmed that Al Thomas has been in contact with each of these companies and perhaps
other ICS clients.
Tom I:Iayes
Jeff Stoudt
Hayes, Stoudt & Associates, Inc.
September 4, 2001
Page 2
The employment agreement signed by the Thomases provides that ICS shall be paid, as
liquidated damages, 100% of the fees received from any client oncs with whom the Thomases
may have dealt with in violation ofthe employment agreement. We are requesting that you
provide us with the following information:
(a) Confirmation that Sheri Thomas is employed by your company; and
(b) An accounting of all fees received by your company from the ICS clients
identified above since November 1,2000.
We are also demanding that your company agree that the Thomases will not have any
dealings with present or former rcs clients until November 1,2002, and that your company will
ensure compliance with this agreement. Since both of you previously worked for ICS, we
assume that you have knowledge ofICS's client base. However, if you need a list of clients with
whom the Thornases may have no contact, ICS will provide it to you.
By copy of this letter, we are demanding that the Thomases have no dealings with any
present or former ICS clients until November I, 2002.
We can resolve the issue set forth in this letter the easy way or the hard way. It is your
choice. Ifwe do not hear from you within ten (10) days of the date ofthis letter that you have
agreed to all of the provisions contained herein, we will assume that you have chosen the hard
way and we will commence litigation.
We look forward to your response.
TAAlcmc
cc: Albert and Sheri Thomas
Carl Schleicher
Investigative Consultant Services, Inc.
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Employee's Name:
skA--~;r >hon;D::
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INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October 1, 1995
/;2- / - 9s--'
POSITION:
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant Services, Inc. ("ICS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front street, Harrisburg, Pennsylvania, as Private
Detectives/Investigators during the course of his employment with
ICS.
In consideration of the hourly wage agreed upon at the
time of hiring each new employee, or for the hourly wage
currently being earned by current employees, and subsequent
hourly wage evaluations and increases and promotions, and in
further consideration of the additional benefits provided in
accordance with current ICS policy, each licensed Private
Detective/Investigator should read and acknowledge, with his
signature, intending to be legally bound, the following terms:
1. I will receive an hourly wage which is to be paid in
monthly installments, payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc. I will record all hours worked on
time sheets to be reviewed by my supervisor. I
understand that I will be paid for a minimum of forty
(40) hours a week. In addition to this hourly wage,
the following additional benefits of my employment have
been explained in detail to me by my supervisor:
(a) vacation policy and personal days;
(b) Sick leave policy;
(c)
Paid holidays. Vacation days, personal days, sick
days and holidafs will be credited as eight (8)
hour days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K Saving~ Plan;
(f) Life and Disability Insurance;
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(g) Overtime pay for hours worked in excess of forty
(40) hours a week. Overtime pay will be paid on
the next payday after the month in which it is
worked (i.e., October overtime will be paid in
November) i and
(h) Reimbursement for business mileage that I drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by IeSi and
(i) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. I understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. I understand this may require holiday
and weekend work on occasion. I acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. I agree to do whatever is necessary
to ensure that each assignment I am given is
investigated thoroughly and professionally.
3. I understand that my performance will be compared to
other investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. I also understand that,
if my performance is laCking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. I understand that my employment is "at will" and may be
terminated by Ies or me at any time.
5. I understand that, if I disagree in any way with my
supervisor's decisions and assignments, I may appeal
such decisions and/or assignments in writing to the
President of ICS.
6. I understand that ICS company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies.
7. I understand and have read the corporate policy
memorandum regarding part-time employment. I agree to
comply with the term~ of that policy.
8. I un~2,stand that it is imperative that I hold a valid
driver' license. I affirm that the information
regarding my driver's history as presented in my
employment application is true and valiJ as stated. I
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will report any loss or suspension of my driver's
license to rc~ immediately. r also affirm that ~ have
not been conv~cted of a felony or any offense involving
moral turpitude or any misdemeanor or offense of any
nature.
9. I understand that I must supply my own vehicle that is
suitable for investigative and surveillance work. The
vehicle must be approved by my regional manager. r
will not perform maintenance of or repairs to my
vehicle on rcs' time. I further understand that r must
carry my own vehicle insurance and agree to provide ICS
with a current certificate of insurance upon renewal,
or at least annually. In addition, I will report any
cancellation of my automobile policy to ICS
immediately.
10. I agree to sign a receipt for all company property
issued to me by ICS and to utilize care in handling all
ICS equipment. I understand that I may be liable for
repairs or replacement of said equipment if the damage
or loss of said equipment is shown to be a result of
negligent or intentional misconduct on my part. After
termination of my employment for any reason, I agree to
immediately return all ICS property to ICS. I will
also turn over all documents, papers, files, records,
manuals, or other written or graphic material relating
to ICS or any client of ICS.
11. I understand and agree that if, after termination of my
employment with ICS, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter which
occurred during my employment with ICS, I will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate set by ICS and advertised to all employees
by a policy memorandum. This rate will be revised
annually by ICS and will be a fair and equitable amount
for time and service. I understand that I may request
that a subpoena be issued for my testimony.
12. I agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with res policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with Ies supported by receipts,
for which I will be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Voucher." r also
understand that r w~ll receive a cash advan~2 which I
must account for by utilizing my "Bi-weekly Expense
Vouche::-. 11
13.
(a)
r unu2rstand and agree that, during the term of my
employmem, '"ith ICS and within two (2) years after
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termination of employment with rcs, r will not
divulge the names or addresses of any of the.
clients or customers of rcs to any party not'
employed by rcs, nor will r call on or market any
current client of rcs on behalf of myself or any
other employer, with the exception that the
identity of clients or customers may be provided
to future clients as references. r agree that, if
I violate this provision and perform services for
any client of rcs during said two (2) year period,
either personally or on behalf of a new employer,
r will pay rcs 100% of any fees paid by said
client of ICS as liquidated damages for the breach
of this provision. These fees shall be payable to
rcs, without demand by rcs, within 10 days of
payment by said client of rcs.
(b) I also agree that r will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
rcs to terminate their em?loyment with res.
(c) I further agree, during the term of my effi?loyment
and for a period of two (2) years after
termination of my employment with res, not to
divulge any information which r learned while in
the em?loy of rcs which could be construed as a
"trade secret". All such disclosures must be
a?proved, in advance, by rcs' Chief Executive
Off icer.
(d) I agree that the provisions of this paragraph 13
are reasonable. I understand that if I breach or
threaten to breach the provisions or this
paragraph, rcs shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. If a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
14. I agree to conduct myself at all times while an
employee of ICS in an ethical, moral and professional
manner.
15. I agree to provide two (2) weeks written notice in the
event that I desire to terminate my employment with
ICS. I understand that I will be paid at the time of
termination of my employment, at the end of the
calel~ar month following the date of termination, and
that IT.', final paycheck will include payment for unu>~ed
annual lea-.,'e in accordance wi th '~:~e current ICS pol~cy.
I understand that, prior to the issuance of my final
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paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed anq
settled. All damage to my equipment must be resolved,
and all costs incurred by rcs will either be paid for
or will be deducted from my final paycheck.
16. r understand that any violation of the "Terms of
Employment" may result in administrative or
disciplinary action being taken by rcs.
17. r understand and acknowledge that any use of the client
lists, prospective client material, price lists, report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with rcs may result in legal action being taken against
me by res.
18. Employee shall not divulge any inf0c~ation acquired by ,
employees of rcs to anyone and further shall not make a
false report to rcs. To divulge information is a
violation of Section 14 of the Private Detective Act.
19. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
Pennsylvania. The corporate headquarters of rcs are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin County, Pennsylvania, and r consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that r have read and
understand t,he ~ a:~~: "~:;m~~;:;:o:mentD'a"te
Signature ~t<-.-r /-- ~.-?'; /.-J '/-' J .3''-
ICSeHPLY.AGR DRG19
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VRRIFICATION
I, Carl Schleicher, verify the averments of the foregoing Complaint in Equity are true
and correct to my personal knowledge, information and belief, I understand that false statements
herein are made subject to the penalties of 18 Pa, C,S, 94904, relating to unsworn falsification to
authorities,
Date:
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By:
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PENNSYLVANIA
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INVESTIGATNE CONSULTANT
SERVICES, INC.,
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL VANIA
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Plaintiff
v.
ALBERT R. THOMAS, SHERI THOMAS
and HAYES, STOUDT & ASSOCIATES,
INC"
EQUITY
Defendants
MOTION FOR PRRT ,IMTN A RV INJUNCTION
AND NOW, comes Plaintiff, Investigative Consultant Services, Inc, by and through its
attorneys, Reager & Adler, P.C. and respectfully moves this Court for a preliminary injunction
pursuant to Pa.R.C.P, 1531, and in support thereof avers as follows:
1. Plaintiff Investigative Consultant Services, Inc,'s (hereinafter "ICS") Complaint
in Equity is incorporated herein by reference in its entirety as if fully set forth herein at length, A
true and correct copy of Plaintiffs Complaint is attached hereto and rnade a part hereof and
marked as Exhibit "A".
2, Defendants Albert R. Thomas and Sheri Thomas have refused and continue to
refuse to cease their contact and solicitation ofPlaintiffICS's clients and customers, which
contact and solicitation is in direct violation of the restrictive covenants contained in the
Employment Agreement of December 1, 1995, between PlaintiffICS and Defendants Albert R.
Thomas and Sheri Thomas. (See Exhibit "A" attached to Plaintiffs Complaint in Equity)
3, Defendants Albert R. Thomas and Sheri Thomas have been soliciting and
contacting ICS's customers and clients in violation of the covenant not to compete contained in
the agreement.
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4, Unless such improper conduct of the Defendants is immediately enjoined and ICS
is granted relief as requested, ICS will be irreparably injured in that:
a, ICS will continue to lose a substantial and indefinite number of present
and prospective customers;
b, ICS will continue to suffer a substantial and severe loss of profits now and
indefinitely into the future; and
c. ICS will continue to suffer irreparable harm to its reputation in the eyes of
its former and current custorners and clients,
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc, requests this Honorable
Court to enter an Order pursuant to Pa, R.C.P, 1531 as follows:
(I) That all Defendants be ordered to appear, following due notice, and show cause
why a preliminary injunction should not be issued during the pendency of this
action according to the relief requested in the Complaint of ICS and the requested
injunctive relief;
(2) That an injunction shall issue, preliminarily until final hearing, and for a period to
extend to October 31, 2002, enjoining Defendants from soliciting or contacting
the former or current customers ofICS, and enjoining the Defendants from
utilizing, divulging, or otherwise disseminating any proprietary or confidential
information acquired during Defendants time of employment with the Plaintiff;
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(3) That the Court's Order shall remain in full force and effect until such time as this
Court specifically orders otherwise,
Date: November 20,2001
Theodo e A. Adler, Esquire
Attorney J.D. No, 16267
Thomas O. Williams, Esquire
Attorney LD, No, 67987
2331 Market Street
Camp Hill, PA 17011-464
Telephone: (717) 763-1383
Attorneys for Plaintiff
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INVESTIGATIVE CONSULTANT
SERVICES, INC.,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
: NO:
v. .
ALBERT R. THOMAS, SHERI THOMAS : EQUITY
and HAYES, STOUDT & ASSOCIATES,
INC"
Defendants
NOTICR
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 attomey and filing in writing with the court
your defenses or objections to the claims set forth against you. You are warned that if you fail to
do so the case may proceed without you and a judgment may be entered against you by the court
without further notice for any money claimed in the complaint or for any other claim or relief
requested by the plaintiff, You may lose money or property or other rights important to you,
YOU SHOULD TAKE 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 Bar Association
2 Liberty Avenue
Carlisle, P A 17013
(717) 249-3166 -
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INVESTIGATNE CONSULTANT
SERVICES, INC"
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
: NO:
v.
ALBERT R. THOMAS, SHERI THOMAS : EQillTY
and HAYES, STOUDT & ASSOCIATES, ,.
INC.,
Defendants
COMPI ,A TNT TN F.QlJITY
1. The Plaintiff Investigative Consultant Services, Inc, (hereinafter "ICS") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 4004 Toodle Road, Camp Hill,
Cumberland County, Pennsylvania 17011.
2. Defendant Albert R, Thomas is an adult individual with a present address of 118
East Second Street, Mt. Carmel, Pennsylvania 17851.
3, Defendant Sheri Thomas is an adult individual with a present address of 118 East
Second Street, Mr. Carmel, Pennsylvania 17851.
4. Defendant Hayes, Stoudt & Associates, Inc, (hereinafter "Hayes Stoudt") is a
corporation incorporated and doing business under the laws of the Commonwealth of
Pennsylvania with its principal place of business located at 328 West Broad Street, Suite 200,
Quakertown, Pennsylvania 18951.
COlTNTI
Breach of Contract (Covenant Not to Compete)
ICS v. Albert R. Thomas and Hayes, Stoudt & Associates, Inc.
5. On December 1, 1995, PlaintiffICS and Defendant Albert R, Thomas entered into
a valid written ernp10yment agreement under whose terms ICS hired Defendant Albert R.
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Thomas as an investigator (hereInafter "employment contract"), A true and correct copy ofthe
aforesaid employment contract is attached hereto, made a part hereof and marked as Exhibit "A",
6. In accordance with the employment contract, Defendant Albert R. Thomas agreed,
in consideration of his employment, training and salary, that he would be prohibited for two (2)
years from the termination of his employment with ICS from doing any of the following:
a, Divulging the names or addresses of any of the clients or customers of ICS
to any party not employed by ICS; and
b, Calling on or marketing any current client ofICS on behalf of himself or
any other einployer,
7, In addition, Defendant Albert R. Thomas agreed that ifhe violated the aforesaid
contractual provision and performed services for any client of ICS during the said two (2) year
period following his termination of employment with ICS either personally or on behalf of a new
employer he would pay ICS 100% of any fees paid by said client ofICS.
8. On October 30, 2000, Defendant Albert R. Thomas voluntarily terminated his
employment with ICS, subject to the terms and conditions of the ernployment contract attached
hereto as Exhibit "A",
9, Defendant Albert R. Thomas has become associated with Defendant Hayes
Stoudt, a direct competitor ofICS.
10, By way of a letter dated September 4, 2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it from the ICS clients identified above, In particular, ICS's
attorneys advised Defendant Hayes Stoudt that Defendant Albert Thomas had violated his .
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employment contract ~y contacting Travelers Investigative Services and Selective Insurance
Company, A true and correct copy of the aforesaid letter is attached hereto as Exhibit "B".
11. To date, Defendant Hayes Stoudt has failed and refused to account for the fees it
has received from ICS' s clients, and in fact has refused to even respond to the aforesaid letter.
12. Defendant Albert R, Thomas has been contacting and soliciting existing and
former clients ofICS in an effort to have them shift work from IeS to his new employer,
Defendant Hayes Stoudt, in violation of the express terms and conditions of the employment
contract attached hereto as Exhibit "A".
13, The clients ofICS, which Defendant Albert R, Thomas has contacted and
solicited on behalf of his new employer include, but are not limited to, Inservco Insurance
Services, Inc, of Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville,
Pennsylvania, Travelers Investigative Services, in Reading, Pennsylvania and Selective
Insurance Company in Lehigh Valley, Pennsylvania.
14. The aforesaid actions of Defendant Albert R. Thomas constitute breaches of the
employment contract and in particular the covenant not to compete contained in the ernployment
contract.
15. The activities of Defendant Albert R, Thomas, as set forth above, and his
continuance of these activities, have caused and will continue to cause irreparable harm to ICS's
business and valuable goo'dwill in that:
a, ICS has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. ICS has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future,
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16, Defendalit Hayes Stoudt is an indispensable party because it is believed and
therefore averred that it has received and retained fees and profits which were obtained as a result
of the actions, contacts and solicitations of Defendant Thomas that constitute violations ofthe
covenant not to compete contained in the employment agreement.
17, ICS has no adequate remedy at law to protect its business and property rights and
restraint by injunction is necessary to afford adequate relief,
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc, respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(1) That an injunction issue, preliminarily and for a period to continue until
October 31, 2002, enj oining Defendant Albert R. Thomas from contacting
any previous or current clients ofICS, and from divulging the names or
addresses of any ofICS's customers or clients;
(2) That Defendants Albert R. Thomas and Hayes Stoudt be required to
account to ICS for all fees and profits derived from Defendant Albert R,
Thomas' breach of the contract; and
(3) That ICS be granted such other relief as the Court may deem just and
appropriate.
COlTNT II
Breach of Contract (Covenant not to Compete)
ICS v. Sheri Thomas and Hayes, Stoudt & Associates, Inc.
18. Plaintiff incorporates herein by reference the averments of paragraphs 1 through
17 above as if set forth fully,
19. On December 1, 1995, PlaintiffICS and Defendant Sheri Thomas entered into a
valid written employment agreernent under whose terms ICS hired Defendant Sheri Thomas as
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an investigator (hereinafter "employment contract"), A true and correct copy of the aforesaid
employment contract is attached hereto, made a part hereof and marked as Exhibit "c",
20, ' In accordance with the employment contract, Defendant Sheri Thomas agreed, in
consideration of her employment, training and salary, that he would be prohibited for two (2)
years from the termination of his employment with ICS from doing any of the following:
a. Divulging the names or addresses of any of the clients or customers ofICS
to any party not employed by ICS; and
b, Calling on or marketing any current client ofICS on behalf of himself or
any other employer.
21, In addition, Defendant Sheri Thomas agreed that if she violated the aforesaid
contractual provision and performed services for any client ofICS during the said two (2) year
period following her termination of employment with ICS either personally or on behalf of a new
employer she would pay rcs 100% of any fees paid by said client ofICS,
22. On October 30, 2000, Defendant Sheri Thomas voluntarily terminated her
employment with ICS, subject to the terms and conditions ofthe employment contract attached
hereto as Exhibit "C".
23. Defendant Sheri Thomas has become associated with Defendant Hayes Stoudt, a
direct competitor ofICS,
24, By way of a letter dated September 4, 2001, the attorneys for PlaintiffICS
advised Defendant Hayes Stoudt that Defendants Albert and Sheri Thomas were in violation of
the restrictive covenants contained in the employment contracts and that Defendant Hayes Stoudt
account for all fees received by it from the res clients identified above, A true and correct copy
of the aforesaid letter is attached hereto as Exhibit "B",
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25, To date, Defendant Hayes Stoudt has failed and refused to account for the fees it
has received from ICS's clients, and in fact has refused to even respond to the aforesaid letter,
26. Defendant Sheri Thomas has been contacting and soliciting existing and former
clients ofICS in an effort to have them shift works from ICS to her new employer, Defendant
Hayes Stoudt, in violation of the express terms and conditions of the employment contract
attached hereto as Exhibit "C".
27, The clients ofICS, which Defendant Sheri Thomas has contacted and solicited on
behalf of her new employer include, but are not limited to, InservcoInsurance Services, Inc, of
Lawrenceville, New Jersey, Reading Anthrocite Company in Pottsville, Pennsylvania, Travelers
Investigative Services, in Reading, Pennsylvania and Selective Insurance Company in Lehigh
Valley, Pennsylvania.
28, The aforesaid actions of Defendant Sheri Thomas constitute breaches ofthe
employment contract and in particular the covenant not to compete contained in the employment
contract.
29. The activities of Defendant Sheri Thomas, as set forth above, and her continuance
of these activities, have caused and will continue to cause irreparable harm to ICS's business and
valuable goodwill in that:
a. ICS has lost and will continue to lose a substantial and indefinite number
of present and prospective customers; and
b. ICS has suffered and will continue to suffer a substantial and severe loss
of profits now and indefinitely into the future,
30, Defendant Hayes Stoudt is an indispensable party because it is believed and
therefore averred that it has received and retained fees and profits which were obtained as a result
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of the actions, contacts and solicitations of Defendant Thomas that constitute violations of the
covenant not to compete contained in the employment agreement.
31, ICS has no adequate remedy at law to protect its business and property rights and
restraint by illjunction is necessary to afford adequllte relief,
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc, respectfully requests this
Honorable Court to decree and enter an order directing as follows:
(1) That an injunction issue, preliminarily and for a period to continue until
October 31,2002, enjoining Defendant Sheri Thomas frorncontacting any
previous or current clients ofICS, and from divulging the names or
addresses of any ofICS's customers or clients;
(2) That Defendants Sheri Thornas and Hayes Stoudt be required to account to
ICS for all fees and profits derived from Defendant Sheri Thomas' breach
of the contract; and
(3) That ICS be granted such other relief as the Court may deem just and
appropriate,
COTJNT III
Misappropriation of Trade Secrets
ICS v. Albert R. Thomlls and Sheri Thomas
32, Plaintiff incorporates herein by reference the averments of paragraphs 1 through
31 above as if set forth fully.
33, ICS has, by the expenditure of considerable time, effort and money, developed the
following valuable proprietary information about its business and its customers, all of which
constitute trade secrets:
a, The names of its customers;
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b, The identity of the individual or individuals within each customer's
organization who makes actual purchasing decisions;
c. Its customer's buying habits and preferences; and
d, Pricing and pricing strategies,
34, Defendants Albert R, Thomas and Sheri Thomas duties while employed with ICS
were in large part related to the sale ofICS's services to existing and prospective customers and
the maintenance of those customer accounts,
35. In their capacity as valued employees ofICS, Defendants Albert R. Thomas and
Sheri Thomas had access to and did learn virtually all of the trade secrets and valuable
proprietary information ofICS as referred to above.
36, Subsequent to terminating their employment with ICS, Defendants Albert R.
Thomas and Sheri Thomas have offered to perform virtually the same services to customers and
potential customers ofICS on behalf of Defendant Hayes Stoudt in direct competition with ICS
using the proprietary information and trade secrets ofICS.
37, It is believed and therefore averred that Defendants Albert R. Thomas and Sheri
Thomas have prepared and/or made proposals to ICS's customers and potential customers on
behalf of Defendant Hayes Stoudt using proprietary information and trade secrets learned while
they were employees ofICS,
38, The trade secrets referred to in this action, which are in the possession of
Defendants Albert R. Thomas and Sheri Thomas, are being willfully and intentionally used by
Defendants to lure IeS's existing and potential customers for their own benefit and to establish
favorable relationships with ICS' s customers and potential customers on behalf of Defendant
Hayes Stoudt.
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39. The conduct of Defendants Albert R. Thomas and Sheri Thomas, if permitted to
continue, will cause ICS to suffer immediate and irreparable harm, loss of business from existing
customers, loss of potential business, and loss of goodwill in the marketplace,
40, The rnonetary value of the harm to ICS cannot be definitely ascertained, nor is
there an adequate remedy at law to remedy the harm,
WHEREFORE, Plaintiff, Investigative Consultant Services, Inc, respectfully requests this
Honorable Court:
(a) To issue an Order enjoining Defendants Albert R, Thomas and Sheri
Thomas from communicating with or soliciting any person, firm or
corporation which has been or is a customer or a potential customer ofICS
until October 31, 2002;
(b) To issue an Order directing Defendants Albert R, Thomas, Sheri Thomas,
and Hayes Stoudt to account to and pay over to ICS any fees and profits
the Defendants have received from the sale to any person, firm or
corporation which has been or is a customer ofICS;
(c) Grant ICS such otherrelief as this Court shall deem proper. .
Date: November 20, 2001
Th dore A. Adler, Esquire
Attorney I.D. No. 16267
Thomas O. Williams, Esquire
Attorney I.D. No. 67987
2331 MarketStreet
Camp Hill, P A 17011-464
Telephone: (717) 763-1383
Attorneys for Plaintiff
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EXHIBIT "A"
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Employee's Name: ,/1/ J3fi{J If,
POSITrON: !?FGrcv/f[ !1r.v1tJFR
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INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October 1, 1995
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
future by Investigative Consultant, Services, rnc. ("ICS"), a
Pennsylvania corporation with its corporate office located at
3109 North Front Street, Harrisburg,'Pennsylvania, as
Managers/Private Detectives/Investigators during the course of
his employment with ICS.
In consideration for the salary agreed upon at the time
of hiring each new employee, or for the salary currently being
earned by current employees, and subsequent salary evaluations
and increases and promotions, and in further consideration for
the additional benefits provided in accordance with current
company policy, each licensed Private Detective/Investigator and
Manager should read and acknowledge, with his signature,
intending to be legally bound, the following terms:
1. rn addition to my salary, which is to be paid in equal
monthly installments payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc., the following additional benefits of
my employment have been explained in detail to me by my
supervisor:
(a) Vacation policy and personal days;
(b) Sick leave policy;
(c)
Paid holidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hour days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K Savings Plan;
(f) Life and DisabiliLy rnsurancej
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(g) Reimbursement for business mileage that I drive
while working for clients that are ordinarily
billable to clients at a reimbursement rate to be
set by ICS; and
(h) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. r understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. I understand this may require holiday
and weekend work on occasion. r acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. I agree to do whatever is necessary
to ensure that each assignment I am given is
investigated thoroughly and professionally.
3. I understand that my performance will be compared to
other managers/investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. r also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. I understand that my employment is "at will" and may be
terminated by rcs or me at any time.
5. I understand that, if r disagree in any way with my
supervisor's decisions and assignments, r may appeal
such decisions and/or assignments in writing to the
President of rcs.
6. r understand that ICS company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies.
7. I understand and have read the corporate policy
memorandum regarding part-time employment. r agree to
comply with the terms of that policy.
8. r understand that it is imperative that r hold a valid
driver's license. I affirm that the information
regarding my driver's history as presented in my
employment application is true and valid as stated. I
will report any loss or suspension of my driver's
license to rcs immediately. r also affir;: that I have
not been convicted of a felony or any offense involving
moral turpitude or any misdemeanor or offense 0f any
nature.
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9 . ~ agree to sign'. a" receipt for all company property
~ssued to me by ICS, and to utilize care in handling
all company equipment, including company vehicles. I
understand r may be liable for repairs or replacement
of said equipment if the damage or loss of said
equipment is shown to be a result of negligent or
intentional misconduct on my part. After termination
of my employment for any reason, r agree to immediately
return all ICS property to ICS. r will also turn over
all documents, papers, files, records, manuals, or
other written or graphic material relating to rcs or
any client of rcs.
10. I understand and agree that if, after termination of my
employment with ICS, r am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter Which
occurred during my employment with ICS, r will be
reimbursed according to the current rate for mileage
allowed by the Internal Revenue Service and at an
hourly rate I was earning at the time of termination.
This will be a fair and equitable amount for time and
service. I understand that I may request that a
subpoena be issued for my testimony.
11. r agree to keep an accurate record of my time and
mileage on a "Time and Mileage Record" in accordance
with res policy and further agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with rcs supported by receipts,
for which r will be reimbursed bi-weekly upon
submission of my "Bi-weekly Expense Voucher." I also
understand that I will receive a cash advance which I
must account for by utilizing my "Bi-weekly Expense
Voucher."
12. (a) r understand and agree that, during the term of my
employment with rcs and within two (2) years after
termination of employment with ICS, I will not
divulge the names or addresses of any of the
clients or customers of rcs to any party not
employed by rcs, nor will I call on or market any
current client of rcs on behalf of myself or any
other employer, with the exception that the
identity of clients or customers may be provided
to future clients as references. I agree that, if
r violate this provision and perform services for
any client of ICS during said two (2) year period,
either personally or on behalf of a neW employer,
r will pay rcs 100% of any fees paid by said
client of rcs as liquidated damages f~r the breach
of this provision. These fees shall be payable to
rcs, without demand by rcs, within 10 days of
payment by said client of rcs.
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(b) r also agree that r will not, during the term of
my employment and within said period of two (2)
years; induce or attempt to induce employees of
Ies ,to terminate their employment with ICS.
(c) r further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with ICS/ not to
divulge any information which r learned while in
the employ of rcs which could be construed as a
"trade secret". All such disc.losures must be
approved, in advance, by ICS' Chief Executive
Officer.
(d) I agree that the provisions of this paragraph 12
are reasonable. I understand that if I breach or
threaten to breach the provisions of this
paragraph, res shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
its provisions. rf a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
13. r agree to conduct myself at all times while an
employee of rcs in an ethical, moral and professional
manner.
14. I agree to provide two (2) weeks written notice in the
event that r desire to terminate my employment with
res. r understand that I will be paid at the time of
termination of my employment, at the end of the
calendar month following the date of termination, and
that my final paycheck will include payment for unused
annual leave in accordance with the current res policy.
I understand that, prior to the issuance of my final
paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher 'reviewed and
settled. All damage to my equipment must be resolved,
and all costs incurred by ICS will either be paid for
or will be deducted from my final paycheck.
15. r understand that any violation of the '''Terms of
Employment" may result in administrative.or
disciplinary action being taken by ICS.
16. r understand and acknowledge that any use of the client
lists, prospective client material, price lists, report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with res may result i" legal action'being taL,"!'\ against
me by rcs.
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17. Employee shall not divulge any information acquired by
employees of ICS to.,anyone and further shall not make a
false report to rcs. To divulge information is a
violation' of Section 14 of the Private Detective Act.
18. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
Pennsylvania. The corporate headquarters of ICS are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courts in
Dauphin county, Pennsylvania, and I consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that I
understand the above "Terms of Employment."
O;L~
have read and
Signature
Date
10>- ! ( I C( ("
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ICSEH~L2.AGR DRG19
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EXHIBIT "B"
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REAGER & ADLER, PC
ATrORNEYS AND COUNSELORS AT LAW
2331 MARKET STREET i
CAMP HilL, PENNSYLVANIA 17011-4642
717-763-1383 .
TElEFAX 717-730-7366
WEBSITE: ReagerAdlerPC,com
THEODORE A, ADLER +
DAVID W. REAGER
CHARLES E, ZALESKI
llNUS E, FENIClE
DEBRA DENISON CANTOR
THOMAS 0, WilLIAMS
SUSAN H, CONFAIR
JOANNE H, CLOUGH
Writer's E~Mail Address: taadler@epix.net
+ Certified eMI Trial Specialist
September 4, 2001
Tom Hayes
Jeff Stoudt
Hayes, Stoudt & Associates, Inc.
Professional Investigations
328 W. Broad Street, Suite 200
Quakertown, PA 18951
Re: Albert Thomas; Sheri Thomas
Our File No.: 00-871.000
Gentlemen:
We represent Investigative Consultant Services, Inc, (ICS),
Albert and Sheri Thomas were employees ofICS until October 31,2000, As part of their
employment, the Thomases signed an employment agreement with ICS. The agreement
contained a restrictive covenant that prevents the Thomases from calling on or marketing to any
clients ofICS for a period of two (2) years following their termination of employment.
Recently, it has come to ICS's attention that the Thomases have been employed by your
company, Indeed, Albert Thomas is holding himself out as your company's Manager of
Investigations, Iri. that capacity he has solicited business from a number of companies which
were clients ofICS's at the time the Thomases terminated their employment with ICS, These
clients include, but are not limited to:
(a) Inserveco Insurance Services, Inc" Lawrensville, NJ;
(b) Reading Anthracite Company, Pottsville, PA;
(c) Travelers Investigative Services, Reading, P A; and.
(d) Selective Insurance Company, Lehigh Valley, PA.
ICS has confirmed that Al Thomas has been in contact with each of these companies and perhaps
other ICS clients.
Tom Bayes
Jeff Stoudt
Hayes, Stoudt & Associates, rnc,
Sep,tember 4,2001
Page 2
The employment agreement signed by the Thomases provides that res shall be paid, as
liquidated damages, 100% of the fees received from any client ofICS with whom the Thomases
may have dealt with in violation of the employment agreement. We are requesting that you
provide us with the following information:
(a) Confirmation that Sheri Thomas is employed by your company; and
(b) An accounting of all fees received by your company from the rcs clients
identified above since November 1, 2000,
We are also demanding that your company agree that the Thornases will not have any
dealings with present or former res clients until November 1, 2002, and that your company will
ensure compliance with this agreement. Since both of you previously worked for ICS, we
assume that you have knowledge ofICS's client base. However, if you need a list of clients with
whom the Thomases may have no contact, ICS will provide it to you.
By copy of this letter, we are demanding that the Thomases have no dealings with any
present or former rcs clients until November 1,2002,
We can resolve the issue set forth in this letter the easy way or the hard way. It is your
choice. Ifwe do not hear from you within ten (10) days of the date of this letter that you have
agreed to all ofthe provisions contained herein, we will assume that you have chosen the hard
way and we will commence litigation,
We look forward to your response,
TAAlcmc
cc: Albert and Sheri Thomas
Carl Schleicher
Investigative Consultant Services, Inc.
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EXHIBIT "e"
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Employee's Name:
.---,j . 'f ~J Dated:
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POSITrON:
INVESTIGATIVE CONSULTANT SERVICES, INC.
"Terms of Employment" for Persons Employed
as Private Detectives/Investigators
Effective October~, ~995
This agreement supersedes all other employment
agreements entered into by the employee
All persons now employed or who will be employed in the
rU1:ure by Investigative Consultant Services, rnc. ("rcs"), a
Pennsylvania corporation with its corporate office located at
3109 North Front street, Harrisburg, Pennsylvania, as Private
Detectives/rnvestigators during the course of his employment with
ICS.
rn consideration of the hourly wage agreed upon at the
tine of hiring each new employee, or for the hourly wage
currently being earned by current employees, and subsequent
hourly wage evaluations and increases and promotions, and in
further consideration of the additional benefits provided in
accordance with current ICS policy, each licensed private
Detective/Investigator should read and acknowledge, with his
signature, intending to be legally bound, the following terms:
1. I will receive an hourly wage which is to be paid in
monthly installments, payable on the last day of each
month, and subject to withholding of federal, state and
local taxes, etc. I will record all hours worked on
time sheets to be reviewed by my supervisor. I
understand that r will be paid for a minimum of forty
(40) hours a week. rn addition to this hourly wage,
the following additional benefits of my employment have
been explained in detail to me by my supervisor:
(a) Vaca~ion policy and personal days;,
(b) Sick leave policy;
(c)
Paid holidays. Vacation days, personal days, sick
days and holidays will be credited as eight (8)
hour days for pay purposes;
(d) Medical benefits for myself and my family;
(e) 401K saving~ Plan;
(f) Life and Disability rnsurance;
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(g) Overtime pay for hours warked in excess of forty
(40) hours a week. Overtime pay will be paid on
the next payday after the month in which it'is
worked (i.e., October overtime will be paid in
November); and, .
(h) Reimbursement for business mileage that r drive
w~ile working ~or clients that are ordinarily
blllable to cllents at a reimbursement rate to be
set by rcs; and
(i) Reimbursement for business expenses that are
incurred while working for clients and are
ordinarily billable to clients.
2. I understand that the nature of my job will require
long hours and odd hours of work, depending on the
specific requirement of the cases assigned to me for
investigation. I understand this may require holiday
and weekend work on occasion. I acknowledge that there
are no minimum or maximum hours required on any given
day or assignment. r agree to do whatever is necessary
to ensure that each assignment r am given is
investigated thoroughly and professionally~
3. I understand that my performance will be compared to
other investigators by my supervisor and that
sustained, superior performance will be rewarded
through quality pay increases and bonuses at the
discretion of my supervisor. I also understand that,
if my performance is lacking in any way, it will be
pointed out to me by my supervisor, and administrative
action may be taken by my supervisor.
4. I understand that my employ-ment is "at will" and may be
terminated by rcs or me at any time.
5. I understand that, if r disagree in any way with my
supervisor's decisions and assignments, r may appeal
such decisions and/or assignments in writing to the
President of rcs.
6. I understand that rcs company policy forbids me to
carry firearms or other concealed weapons during the
course of my employment due to restrictions in the
corporate liability insurance policies,
7. I understand and have read the corporate policy
memorandum regarding part-time employment. r agree to
comply with the terms of that policy.
8. I un~2rstand that it is impe~ative that I hold a valid
driverfc license. r affirm that. the information
regarding mj driver's history as presented in my
employment application is true and valiJ as stated. r
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will report any loss or suspension of my driver's
license to rc~ immediately. I also affirm that + have
not been c?nv~cted of a ~elony or any offense involving
moral turp~tude or any m~sdemeanor or offense of any
nature. .
9. r understand that I must supply my own vehicle,that is
suitable for investigative and surveillance work. The
vehicle must be approved by my regional manager. r
will not perform maintenance of or repairs to my
vehicle on rcs' time. r further understand that I must
carry my own vehicle insurance and agree to provide ICS
with a current certificate of insurance upon renewal,
or at least annually. rn addition, r will report any
cancellation of my automobile policy to rcs
immediately.
10. r agree to sign a receipt for all company property
issued to me byrcs and to utilize care in handling all
rcs equipment. r understand that r may be liable for
repairs or replacement of said equipment if the damage
or loss of said equipment is shown to be a result of
negligent or intentional misconduct on my part. After
termination of my employment for any reason, r agree to
immediately return all rcs property to rcs. r will
also turn over all documents, papers, files, records,
manuals, or other written or graphic material relating
to rcs or any client of rcs.
11. r understand and agree that if, after termination of my
employment with ICS, I am required to testify at a
hearing or other judicial proceeding regarding an
investigation or other administrative matter which
occurred during my employment with res, I will be
reimbursed according to the current rate for mileage
allowed by the rnternal Revenue Service and at an
hourly rate set by rcs and advertised to all employees
by a policy memorandum. This rate will be revised
annually by Xes and will be a fair and equitable amount
for time and service. .r understand that r may request
that a subpoena be issued for my testimony.
12. r agree to keep an accurate record of my time and
mileage on a "Time and 'Mileage Record" in accordance
with res policy and further .agree to keep a valid and
accurate record of reasonable expenses incurred in the
course of my employment with ICS supported by receipts,
for which r will be reimbursed bi-weekly upon
submission of my "Bi-week.ly Expense Voucher." I also
understand that I ",':'11 receive a cash advanc;e which r
must account for by utilizing my "Bi-weekly Expense
Voucher. II
13.
(a)
I understand and agree that, during the term of my
employmem.. ",vith rcs and within two (2) years after
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termination of employment with rcs, r will not
divulge the names or addresses of any of the,
clients or customers of rcs to any party not'
employed b~ rcs, nor will r call on or market any
current cl~ent of rcs on behalf of myself or any
other employer, with the exception that the '
identity of clients or customers may be provided
to future clients as references. r agree that, if
r violate this provision and perform services for
any client of ICS during said two (2) year period,
either personally or on behalf of a new employer,
r will pay rcs 100% of any fees paid by said
client of ICS as liquidated damages for the breach
of this provision. These fees shall be payable to
rcs, without demand by rcs, within 10 days of
payment by said client of ICS.
(b) I also agree that I will not, during the term of
my employment and within said period of two (2)
years, induce or attempt to induce employees of
rcs to terminate their employment with rcs.
(c) I further agree, during the term of my employment
and for a period of two (2) years after
termination of my employment with res, not to
divulge any information I-lhich r learned while in
the employ of ICS which could be construed as a
"trade secret". All such disclosures must be
approved, in advance, by rcs' Chief Executive
Officer.
(d) r agree that the provisions of this paragraph 13
are reasonable. r understand that if r breach or
threaten to breach the provisions of this
paragraph, ICS shall be entitled to seek any
available remedy at law for damages or in equity,
including without limitation a preliminary and
permanent injunction preventing me from violating
~ts provisions. If a court determines any portion
of this paragraph to be unenforceable, this
paragraph shall not be rendered void, but shall be
deemed amended as a court may determine.
14. r agree to conduct myself at all times while an
employee or rcs in an ethical, moral and professional
manner,
15. I agree to provide two (2) weeks written notice in the
event that r desire to terminate my employment with
ICS. r understand that r will be paid at the time of
termination of my employment, at the end of the
cale".iar month following the date of terwination, and
that rr,y final paycheck will include payment for unu7ed
annual lea're in accordance with ~~e current rcs pol~cy.
r understand that, prior to the issuanc8 of my final
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paycheck, my equipment will be inspected for damages
and accounted for, and my expense voucher reviewed anq
settled. All damage to my equipment must be resolved;
and all costs incurred by ICS will either be paid for
or will be deducted from my final paycheck.
16. r understand that any violation of the "Terms of
Employment" may result in administrative or
disciplinary action being taken by rcs.
17.. I understand and acknowledge that any use of the client
lists, prospective client material, price lists, report
formats and/or other confidential material considered
as "trade secrets" after termination or my employment
with rcs may result in legal action being taken against
me by res.
18. Employee shall not divulge any infoc~ation acquired by ,
employees of rcs to anyone and further shall not make a
false report to ICS. To divulge information is a
. violation of Section 14 of the Private Detective Act.
19. This agreement is to be governed and construed in
accordance with the laws of the Commonwealth of
pennsylvania. The corporate headquarters of ICS are in
Harrisburg, Pennsylvania. Any disputes or litigation
concerning the terms of this document or the breach of
any terms hereof shall be resolved by the courtsjn
Dauphin eounty, Pennsylvania, and r consent to the
venue and jurisdiction of said courts.
I, the undersigned, acknowledge that r have read and
understand the abo/ve "~~rmsct~)mpioyment."
Signature ~e.0-;t 1;X1/?''7~ Date / v2 ,/ - J )..-
ICSEHPLY.AGR DRG19
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VRRIFICA TION
I, Carl Schleicher, verify the averments of the foregoing Complaint in Equity are true
and correct to my personal knowledge, information and belief, I understand that false staternents
herein are rnade subject to the penalties of 18 Pa, C,S. 94904, relating to unsworn falsification to
authorities.
Date: /(-:7[;-01
By:
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VRRIFICATION
I, Carl Schleicher, verify the averments ofthe foregoing Motion for Preliminary
Injunction are true and correct to my personal knowledge, information and belief, I understand
that false statements herein are made subject to the penalties of 18 Pa, C,S, 94904, relating to
unsworn falsification to authorities,
Date: 1/.;lrJ - cJ I
By:
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OFFICE OF TI1E SHERIFF
CIJHF''': ii" "0VNTY
DEe Ij IZ 11 FH '01
GAr\ l",;,~ L_i:
PENNSYLVANIA
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