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HomeMy WebLinkAbout99-03714 Q •IF? ei ? V v u o l d M .o ti 3 3 ? r L 4 C• V ?ro? WORLDWIDE IN THE. COURT OF COMMON TELECOMMUNICATIONS, INC., PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. CC(_ 3 ?/% Civil Term v. CIVIL ACTION-LAW COMMERCIAL TESTING & ENGINEERING COMPANY, JURY TRIAL DEMANDED Defendant. NOTICE TO DEFEND 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 ajudgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR 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 717-249-3166 DATED: June 2, 1999 aL 'Ui / - lL•?l f JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. C:Vohn\Clicnts\ WORLDW I WCOMM E RCIAL.COM.apd I- I WORLDWIDE TELECOMMUNICATIONS, INC.. Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 9 9. 39 / y Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S COMPLAINT FOR DAMAGES Comes now the Plaintiff herein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide"), by counsel and as its complaint against COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), herein alleges that: COUNT I: BREACH OF CONTRACT JURISDICTION AND VENUE 1. Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. 3. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County, Pennsylvania. EAJohn\ClienL%\ Worldwid\COMM ERCIAL.COM.xpd 6. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carrier at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. 9. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit "A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract; changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay E: Vohn\CI icnis\worldwid\COM M ERC IA L.COM. wpd Worldwide fifty percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending a telecommunication program that would save Commercial Testing approximately $77,592.00. 15. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of the agreement between Commercial Testing and Worldwide. 16. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators. 17. Worldwide has incurred and will incur Court costs and legal costs in the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. DATED: June 7, 1999 -Soo? a JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\CI ienls\ WORLDW ID\COMMERC[AL.COM.wpd Exhibit A Worldwide Telecommunications, Incorporated 212 West Dauphin Street Enola, PA 17025 Dear Worldwide Telecommunications: We hereby appoint you to audit our local and long distance telecommunications vendor Invoices in order for you to make cost savings recommendations to our film. It is agreed you will analyze our expenses in their entirety and research In detail the Federal Communications Commission local and long distance carrier tariffs of our local phone company and the relevant long distance carriers. It Is agreed you will provide us with preliminary findings and later a detailed research report offering the broadest and most comprehensive range of telecommunications savings and rate recommendations possible utilizing our choice of tariffs, carriers, special allowances, rebates, refunds and cost reductions. It is understood and agreed that you will be working on a strict no-risk contingency fee basis and that your consulting fee will be one half of the monthly savings we accrue from the recommendations in your reports for a period of one year from the date of implementation. After the first twelve months, 100% of the long term savings are ours to keep. Since savings are guaranteed by you to occur, If there are no savings realized by us, there is NQ fee due to you. One-time refunds of past tariff overbillings will be shared on a 50/50 basis upon collection. Your ongoing tariff monitoring service and bill auditing will be provided to us at no additional cost. Cost savings will be calculated from the objective standard of our current costs at the time of audit according to the following formulas: Cost Reduction Savings Example- .22 cents current cost per minute - .09 cents new cost per minute =.13 cents per minute gross savings .13 cents per minute gross savings x 8,000 minutes of calling 1st month = $1040 one-month savings $1040x50% _ $520 due month one. Refund 'Savings Example: $1500 refund check to you x .50 = $750 savings/one time fee. After your work is performed, tariff recommendations that we implement are presumed to be due to your work. Therefore, it is agreed that any recommendation in your reports that we implement is deemed accepted and we will not utilize the recommendations in your reports during the tern without payment of your fee and notification to you. These non-circumvention provisions are integral to this agreement and shall be effective for a two year period after the delivery of your findings. Lastly, it is agreed and understood that this contract is governed by the State of Pennsylvania and any action commencing hereunder shall be brought in the county of Cumberland. Furthermore, we represent that the person signing is authorized to engage your services. We hereby acknowledge receipt of a copy of this agreement, and if we breach this contract, we will pay all reasonable court and legal costs you incur due to such breach. Accepted by: Client ??77 For and on behalf of Lonl?uTESfi?? ?yci. 4. Co Name: Contact Name:444W d/iJx-CIS2.1t- +ri Title 4 o .>?W MZ Signature: , - ?-? Signed Address: Date .c c .? yycy C_Go ?i. EXHIBIT A WORLDWIDE IN THE COURT OF COMMON TELECOMMUNICATIONS, INC., PLEAS OF CUMBERLAND COUNTY, PENNSYLVAMA Plaintiff, NO. Civil Term V. CIVIL ACTION-LAW COMMERCIAL TESTING & ENGINEERING COMPANY, JURY TRIAL DEMANDED Defendant. I hereby state that I am an adult individual who is authorized to make this verification and that the facts set forth in the forth in the foregoing Plaintiff's Complaint for Damages are true to the best of my knowledge, information and belief. I understand that false statements herein are subject to the penalties of 18 Pa. C.S. § 4904 relating to unworn falsification to authorities. DATED: June 2, 1999 Bert Scharer, President Worldwide TeleCommuaications, Inc. r.:Vohn\Cllenu\W ORLDW TO 39Vd 01M 0000000000 TZ:E0 966T/90/T0 WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. NO. Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE The undersigned certifies that on the date indicated below, I served a copy of the foregoing complaint on the following individual at the address indicated by the United States Mail, First Class, Postage Prepaid and Certified Mail. Mr. Alan Marciszewski Commercial Testing & Engineering Co. 1919 South Highland Avenue, Suite 210-B Lombard, IL 60148 DATED: June 7, 1999 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\Clicros\ Worldwid\COMM ERCIA L.COM.wpd 11 Y I'> WORLDWIDE TELECOMMUNICATIONS, INC. Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW ORDER AND NOW, this day of 1999, a rule is issued on Plaintiff to show cause why Plaintiff's complaint should not be dismissed and why Defendant's Preliminary Objections in the Nature of a Demurrer not be sustained. The rule shall be returnable 1999 at o'clock and shall be determined at that time. BY THE COURT, J. WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW DEFENDANT'S PRELIMINARY OBJECTIONS IN THE NATURE OF A DEMURRER Defendant COMMERCIAL TESTING & ENGINEERING CO. (hereinafter "Defendant" or "Commercial Testing"), by its counsel, demurs to the Complaint of WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter 'Plaintiff' or "Worldwide") because said Complaint fails to allege facts sufficient to constitute a cause of action for breach of contract. Failure to State a Cause of Action for Breach of Contract 1. Counsel for plaintiff is: Janet B. Coven, Esq., 314 U.S. Highway 22 West, Suite E, Green Brook, New Jersey 2. The only count in the Complaint is one for breach of contract. A copy of the Complaint with its exhibit is appended hereto as Appendix 1. 3. The Complaint asserts that Commercial Testing breached its contract with Worldwide by failing to compensate Worldwide pursuant to terms of the contract. 4. Appended as Exhibit A to the Complaint is the contract which the Complaint Paragraph 10 alleges that Commercial Testing is alleged to have entered into with Worldwide. 5. Complaint Paragraph 13 avers that, "The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay Worldwide fifty percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work." 6. Complaint Paragraph 14 avers that, "Worldwide performed as agreed, proving [sic] Commercial Testing with information on available telecommunication rates and recommending a telecommunication program that would save Commercial Testing approximately $77,592.00." (emphasis added) 7. The second full paragraph of the alleged contract reads in relevant part as follows: "It is understood and agreed that you will be working on a strict no-risk contingency fee basis and that your consulting fee will be one half the monthly savings we accrue from the recommendations in your reports for a period of one year from the date of Implementation. After the first twelve months, 100% of the savings are ours to keep. Since savings are guaranteed by you to occur, if there are no savings realized by us, there is NO fee due to you." (bolding and underlining as in the original) 8. The alleged contract was drafted by Worldwide itself and is in the form of a letter from Commercial Testing to Worldwide. The pronouns "we" "ours" and "us" in the contract refer to Commercial Testing and the pronouns "your", "yours" and "you" refer to Worldwide. 9. Nothing in the contract obligates Commercial Testing to implement any -2- recommendation made by Worldwide in order to achieve savings. 10. Regardless of what the information provided by Worldwide might have saved Commercial Testing, the Complaint fails to allege either that Commercial Testing actually realized any savings from such information or what the amount of those savings were. 11. Under the clear wording of the contract, Commercial Testing's realization of savings is a precondition both to payment of any fee being due Worldwide and to the calculation of that fee. 12. Complaint Paragraph 15 avers that, "Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of the agreement between Commercial Testing and Worldwide." 13. Regardless of what benefit or use Commercial Testing might have garnered from the information Worldwide claims to have provided, the Complaint fails to allege that Commercial Testing realized any savings due to such information and what the amount of those savings were. Under the clear wording of the contract, Commercial Testing's realization of actual savings is a precondition to any fee being due Worldwide. 14. Accordingly, because the contract requires payment only if Commercial Testing realizes savings from Worldwide's recommendations and because the Complaint does not aver that such savings occurred or what such savings were, the Complaint fails to state facts sufficient to constitute a cause of action for breach of contract. -3- For the foregoing reasons, defendant Commercial Testing & Engineering Co. requests that: A. Defendant's demurrer be sustained; B. The Complaint be dismissed with prejudice and without grant of leave to amend; and C. The defendant be granted court costs, expenses and attorneys' fees. COMMERCIAL TESTING & ENGINEERING COMPANY L< John A. Alzamora, Esq. PA Attorney I.D. No. 23028 Thomas T. Niesen, Esq. PA Attorney I.D. No. 31379 Thomas, Thomas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Telephone: 717-255-7233 R. K. Bridwell, Esq. Chief Counsel Commercial Testing & Engineering Co. 291 Fairfield, New Jersey 07004 Telephone: 973-439.0070 APPENDIX 1 .. ._ WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. Civil Term V. CIVIL ACTION-LAW COMMERCIAL TESTING & ENGINEERING COMPANY, JURY TRIAL DEMANDED Defendant. PLAINTIFF'S COMPLAINT FOR DAMAGES Comes now the Plaintiff herein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide'), by counsel and as its complaint against COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), herein alleges that: COUNT I: BREACH OF CONTRACT JURISDICTION AND VENUE Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. 3. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County, Pennsylvania. E:Vohn\Cli<nts\Worldwid',COh1At ERCIAL.COM.wpd APPENDIX 1 G. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES 7. Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carrier at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. 9. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit "A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract; changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve ( 12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay E:Vohn\Cliena\ Worldwi&COMM ERCIAL.COM.%pd Worldwide fifty percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending a telecommunication program that would save Commercial Testing approximately $77,592.00. 15. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of the agreement between Commercial Testing and Worldwide. 16. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators. 17. Worldwide has incurred and will incur Court costs and legal costs in the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. DATED: June 7, 1999 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\Clienls\ W ORLD W ID\COhiMERCIAL.COM.wpd Worldwide Telecommunications, incorporated 212 West Dauphin Street Enola, PA 17025 Dear Worldwide Telecommunications: We hereby appoint you to audit our local and long distance telecommunications vendor Invoices in order for you to make cost savings recommendations to our firm. It is agreed you will analyze our expenses in their entirety and research in detail the Federal Communications Commission local and long distance carrier tariffs of our local phone company and the relevant long distance carriers. It is agreed you will provide us with preliminary findings and later a detailed research report offering the broadest and most comprehensive range of telecommunications savings and rate recommendations possible utilizing our choice of tariffs, carriers, special allowances, rebates, refunds and cost reductions. It is understood and agreed that you will be working on a strict no-risk contingency fee basis and that your consulting fee will be one half of the monthly savings we accrue from the recommendations in your reports for a period of one year from the date of implementation. After the first twelve months, 100% of the long term savings are ours to keep. Since savings are guaranteed by you to occur, If there are no savings realized by us, there is NQ fee due to you. One-time refunds of past tariff overbillings will be shared on a 50/50 basis upon collection. Your ongoing tariff monitoring service and bill auditing will be provided to us at no additional cost. Cost savings will be calculated from the objective standard of our cuffent costs at the time of audit according to the following formulas: Cost Reduction Saving Example- .22 cents current cost per minute - .09 cents new cost per minute = .13 cents per minute gross savings .13 cents per minute gross savings x 8,000 minutes of calling 1st month = $1040 one-month savings $1040x50°,6 = $520 due month one. $1500 refund check to you x.60 = $750 savingslone time fee After your work is performed, tariff recommendations that we implement are presumed to be due to your work. Therefore, it is agreed that any recommendation in your reports that we implement is deemed accepted and we will not utilize the recommendations in your reports during the term without payment of your fee and notification to you. These non-circumvention provisions are integral to this agreement and shall be effective for a two year period after the delivery of your findings. Lastly, it is agreed and understood that this contract is governed by the Slate of Pennsylvania and any action commencing hereunder shall be brought in the county of Cumberland. Furthermore, we represent that the person signing is authorized to engage your services. We hereby acknowledge receipt of a copy of this agreement, and if we breach this contract, we will pay all reasonable court and legal costs you incur due to such breach. Accepted by: Client: ?s Forand on behalf of Go<??k <c<TGSri??'?` « ?o `" C` Name: Contact Name: 9-f-W ?C-6 Title .moo -> /?,°i < Signature: Signed Address: /S/9.5. !1 cu<? .,lJ..?? Date ccm Sacd c. Goi+ G EXHIBIT A Y 1 ?- X1 lam' .. • f WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW CERTIFICATE OF SERVICE I hereby certify that I have served, or caused to be a served, a true and correct copy of the Defendant's Preliminary Objections in the Nature of a Demurrer and proposed Rule in the above-captioned case, upon the individual or individuals listed below on the 28th day of July, 1999, by United States Mail, First Class, Post Prepaid: Janet B. Coven, Esq. c/o The Law Offices of Lawrence S. Coven 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 (Counsel for Plaintiff Worldwide Telecommunications, Inc.) ZY/4 John A. Alzaoora, Esq. Thomas, Th mas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 ` N IiFt? `J ' y 1 ?i Ln i? WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED NOTICE TO DEFEND 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 THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 717-249-3166 DATED: August 2, 1999 9'-" a JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\Clicnts\WORLD W ID\COMMERCIAL.COM.epd WORLDWIDE TELECOMMUNICATIONS, INC. Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S AMENDED COMPLAINT FOR DAMAGES Comes now the Plaintifflicrein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plainti ff"or "Worldwide"), by counsel and as its complaint against COMMERCIAL TES'T'ING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), herein alleges that: COUNT I: BREACH OF CONTRACT JURISDICTION AND VENUE Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. 3. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County. Pennsylvania. 1 i Vuhn?('h¢nieNVUItL DWID'CONIMHRCIAL.('OM.xpd 6. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carrier at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. 9. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit "A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract; changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay E:Vohn\Clients\WORLDWID\COMMERCIAL.COM.wpd 2 Worldwide III fly percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as it result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending a telecommunication program that would save Commercial Testing approximately $77,592.00. 15. Commercial Testing utilized the above referenced information provided by Worldwide to obtain a telecommunication program for its own benefit, therefore realizing savings in the amount of approximately $77,592.00. 16. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of the agreement between Commercial Testing and Worldwide. 17. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators, 18. Worldwide has incurred and will incur Court costs and legal costs in the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attomey's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. E:Vohn\Clients\WORLDW ID\COMMERCIAL.COM.wpd DATED: August 2, 1999 9. V JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\Clicnu\WORI.DWID\COMMERCIAL.COM.%%,pd 4 110),112'014 15'55 FAX 732 121 1003 LAWRENCE COVEN 000a WORLDWIDE TEL EC')MMUNICATIONS. INC., F .cintiff, v. COMNI: RCIAL TESTING & ENGIN,:ICRING CONIPANY, Dcfendan.. IN TIM COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 9M714 C" Term CIVIL ACTION-LAW s JURY TRIAL DEMANDED I aesebv state that I am an adult individual who ds authorized to make this vodfication and that the . lets set forth in the forth in th. forcgoing Plaintiffs Comislaint for Damages are true to the best -, f my }mowledge, infomlation and belief. I understand that false statements herein an subject 1,1:1se peslaltles of 18 Pa. C.S. § 4904 relating to unswom islsifieation to authorities. DATED August 2,1999 E•VU•???<'6a? v, WORT 0'47r\: UM1IMEACLtL.:uM.+.gO Robert 9chmer, President Worldwide TeleCommtmicatlons, Inc. 5 TO 39Vd Dim 0000000000 TT:TO 966T/81/10 WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. NO. 99-3714 Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE The undersigned certifies that on the date indicated below, l served a copy of the foregoing complaint on the following individual at the address indicated by the United States Mail, First Class, Postage Prepaid and Certified Mail. John Alzamora, Esq. Thomas, Thomas, Arnestrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17108-9500 DATED: August 2, 1999 Qa'-'k ? y6. JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\Clients\WORI.DW In\COM MIiRCIA L.COM.wpd <_, ^. 1- ... 1. l:) I !' r r.? C_: <.) WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW DEFENDANT'S PRELIMINARY OBJECTIONS TO AMENDED COMPLAINT Defendant COMMERCIAL TESTING & ENGINEERING CO. (hereinafter "Defendant" or"Commercial Testing"), by its counsel, preliminarily objects to the Plaintiffs Amended Complaint for Damages (hereinafter "Amended Complaint") of WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter "Plaintiff' or "Worldwide") as follows: DEMURRER Legal Insufficiency of the Amended Complaint Pa R C P 1028(a)(4) 1. On or about June 2, 1999 Plaintiff filed with this court a complaint at Civil Docket No. 99-3714 against Defendant, which complaint was titled "Plaintiffs Complaint for Damages" (hereinafter "Complaint"). 2. The only count in the Complaint was one for breach of contract. The Complaint alleged that the breach arose due to Defendant's failure to compensate Plaintiff for services allegedly rendered pursuant to the terms of the contract. 3. By consent of opposing counsel, Defendant on July 28, 1999 filed a response to the Complaint, which response was titled "Defendant's Preliminary Objections in the Nature of a Demurrer" (hereinafter "Preliminary Objections to the Complaint"). In its WORLDWIDE TELECOMMUNICATIONS, INC. Plaintiff vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW DEFENDANT'S PRELIMINARY OBJECTIONS TO AMENDED COMPLAINT Defendant COMMERCIAL TESTING & ENGINEERING CO. (hereinafter "Defendant" or "Commercial Testing"), by its counsel, preliminarily objects to the Plaintiffs Amended Complaint for Damages (hereinafter "Amended Complaint") of WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter "Plaintiff' or "Worldwide") as follows: DEMURRER Legal Insufficiency of the Amended Complaint: Pa. R. C. P. 1028(a)(4) 1. On or about June 2, 1999 Plaintiff filed with this court a complaint at Civil Docket No. 99-3714 against Defendant, which complaint was titled "Plaintiffs Complaint for Damages" (hereinafter "Complaint") 2. The only count in the Complaint was one for breach of contract. The Complaint alleged that the breach arose due to Defendant's failure to compensate Plaintiff for services allegedly rendered pursuant to the terms of the contract. 3. By consent of opposing counsel, Defendant on July 28, 1999 filed a response to the Complaint, which response was titled "Defendant's Preliminary Objections in the Nature of a Demurrer" (hereinafter "Preliminary Objections to the Complaint"). In its Preliminary Objections to the Complaint, Defendant asserted that the Complaint failed to state facts suff icient to constitute a cause of action for breach of the contract which Plaintiff alleged to exist between the parties. 4. Pursuant to Pa. R.C.P. 1019(g), Paragraphs 1 through 14 of the Preliminary Objections to the Complaint are hereby incorporated by reference. 5. On or about August 5, 1999 Plaintiff filed an "Amended Complaint for Damages" (hereinafter "Amended Complaint") in this matter. The averments of fact in the Amended Complaint are identical to those in the Complaint except that the Amended Complaint contains a new Paragraph 15. The Amended Complaint's Paragraphs 1 through 14 are verbatim the same as the Complaint's Paragraphs 1 through 14. The Amended Complaint's Paragraphs 16 through 18 are verbatim the same as the Complaint's Paragraphs 15 through 17. A copy of the Amended Complaint is attached hereto as Appendix 1. 6. The Amended Complaint was served upon counsel for Defendant by First Class mail and was received by Defendant's counsel by U.S. Postal Service delivery on August 5, 1999. 7. Paragraph 15 of the Amended Complaint reads as follows: "15. Commercial Testing utilized the above referenced information provided by Worldwide to obtain a telecommunication program for its own benefit, therefore realizing savings in the amount of approximately $77,592.00." 8. Paragraph 15 of the Amended Complaint is vague and conclusory and therefore fails to remedy the Complaint's failure to state material facts sufficient to support -2- the cause of action for breach of the contract that Plaintiff alleges to have existed between the parties. Accordingly, the Amended Complaint in its count and in its entirety is legally insufficient. For the for the reasons set forth in this Demurrer and in the Preliminary Objections to the Complaint, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(4), requests that: A. It's Demurrer be sustained B. The Amended Complaint be dismissed with prejudice and without grant of leave to amend; and C. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. MOTION TO STRIKE AMENDED COMPLAINT FOR FAILURE TO COMPLY WITH PA RCP 1019th) 9. Paragraphs 1 - 8 of this pleading are hereby incorporated by reference as if restated in full. 10. Paragraph 10 of the Amended Complaint avers the existence of a written contract between Plaintiff and Defendant. Plaintiff did not assert in the Amended Complaint that the contract was inaccessible to it and, contrary to the averments in Amended Complaint Paragraph 10, did not attach a copy of the referenced contract to the Amended Complaint as is required by Pa. R.C.P. 1019(h). For the foregoing reasons, defendant Commercial Testing & Engineering Co., -3- pursuant to Pa. R.C.P. 1028(a)(2), requests that: A. This Motion to Strike be granted; B. The Amended Complaint be stricken in its entirety; and C. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. MOTION TO STRIKE AMENDED COMPLAINT FOR LACK OF FACTUAL SPECIFICITY REQUIRED BY PA. R.C.P. 1019(a) 11. Paragraphs 1 -10 of this pleading are hereby incorporated by reference as if restated in full. 12. Paragraph 15 of the Amended Complaint is vague and conclusory and claims liability based upon mere supposition. 13. Paragraph 15 of the Amended Complaint fails to specify the various savings alleged to have occurred and how and when they occurred so as to constitute the alleged $77, 592 total. For the foregoing reasons, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(3), requests that: A. This Motion to Strike be granted. B. Paragraph 15 of the Amended Complaint be stricken and the Amended Complaint be stricken in its entirety. C. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. -4- COMMERCIAL TESTING & ENGINEERING COMPANY By: n A. Alzamora, sq. Attorney I.D. o. 23028 Thomas T. Niesen, Esq. PA Attorney I. D. No. 31379 Thomas, Thomas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Telephone: 717-255-7233 R. K. Bridwell, Esq. Chief Counsel Commercial Testing & Engineering Co. 291 Fairfield, New Jersey 07004 Telephone: 973-439-0070 -5- APPENDIX 1 WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S AMENDF•D COMPLAINT FOR DAMAGES Comes now the Plaintiff herein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide"), by counsel and as its complaint against COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), herein alleges that: COUNT I: BREACH OF CONTRACT JURISDICTION AND VENUE 1. Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. 3. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County, Pennsylvania. E:Vohn\Clicna\WORLDWID\COMMI'R('IAL.COM x-pd APPENDIX 1 6. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES 7. Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carrier at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. 9. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit :`A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract; changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay E:Vohn\Climtt\WORLDW IDICOMMERCIAL.COM.wpd Worldwide fifty percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending a telecommunication program that would save Commercial Testing approximately $77,592.00. 15. Commercial Testing utilized the above referenced information provided by Worldwide to obtain a telecommunication program for its own benefit, therefore realizing savings in the amount of approximately $77,592.00. 16. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of the agreement between Commercial Testing and Worldwide. 17. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators. 18. Worldwide has incurred and will incur Court costs and legal costs in the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. E:Vohn\Clicnts\WORLDWID\COMMERCIAI. COM.wTd DATED: August 2, 1999 aAze v JANET B. COVEN (Attorney ID No. 63214) I 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:\)ohn\Clionts\WORLI)WIO\COMM RRCIAL.COM.wpd 4 un.u2 ?xN 15-15 FAX 732 421 is LAWUNCE CDM 0002 WORLUWIDB TELE C' D.VIMUNIC ATI ONS. INC., F .cintiff, v. COMAIARCL4L TESTING & ENGlN.:R.RING COIHPA.NY, I-cfendaw. IN TIIE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED S'E1 URATION 1 :w; eby state that Y am an adult individual who is euthotizod to mako this votifrcation and that tie . icts set forth in the forth in the foregoing Plaintiff's Complaint for Damages ass true to the bcst •,f my lmowledge, information and belief. I understand that false statemema herein an subject t,t J1e penalties of 18 Pa. C.S. § 4904 relating to unswom fgbifrcation to suthoritiea. DATED August 2, 1999 a•Uch¢'ia r.wpR;,O+iR?:ODIMEACI?I,.:OM.wpC ZPo'Sc"hma, Prosidau t'?_ Worldwide TeleCommunicadcns, Inc. 5 rn nn.I IIM nnnnnnnnnn .? Tn 14IT. 11r WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE The undersigned certifies that on the date indicated below, I served a copy of the foregoing complaint on the following individual at the address indicated by the United States Mail, First Class, Postage Prepaid and Certified Mail. John Alzamora, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17103-9500 DATED: August 2, 1999 U JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:VohnlClimts\WORLDWID1C'OMMERCIALCOK rd ........... III in z ti„? ,_ o^ w ? r I z CO) O h C/) ? w ? °O o N ^~ o o 0 p r N Ex? v, W 0. < C6 ul MY. c, u n a + N O..N N w x Z,, w o0 of pu o W z gz ?g ? U 2m VI QI a 1' a !U P A H I! A G N WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW Defendant AND NOW, this ORDER day of 1999, a rule is issued on Plaintiff to show cause why Plaintiffs Amended Complaint For Damages should not be dismissed and why Defendant's Preliminary Objections to the Amended Complaint not be sustained. The rule shall be returnable o'clock and shall be determined at that time. 1999 at BY THE COURT, J. WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW ORDER AND NOW, this day of 1999, upon consideration of Defendant's Preliminary Objections to the Amended Complaint, it is ordered that Plaintiff's Amended Complaint For Damages be, and is, hereby dismissed. BY THE COURT, J. WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, NO. 99-3714 Civil Term CIVIL ACTION-LAW Defendant. CERTIFICATE OF SERVICE CJ c t.o w ?? j ???! G7 .?5=7 V? ?..,. N 173 %r ?. -. n Urn I hereby certify that I have served, or caused to be a served, a true and correct copy of DEFENDANT'S PRELIMINARY OBJECTIONS TO AMENDED COMPLAINT in the above-captioned case and the proposed Order upon each individual listed below by mailing a copy on the 23rd day of August, 1999, by United States Mail, First Class, Post Prepaid, addressed to that individual as follows: Janet B. Coven, Esq. c/o The Law Offices of Lawrence S. Coven 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 (Counsel for Plaintiff Worldwide Telecommunications, Inc.) n A. Alzamor , Esq. r J omas, Thom Armstrong & Niesen 12 Locust Strut, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Dated: August 23, 1999 A WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED Defendant. NOTICE TO DEFEND 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 ajudgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR 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 717-249-3166 DATED: August 27, 1999 7 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. Ii:Uohn\('Iients\WOR L U W IDK'ommercial',('OM M IiR('IA I_('OMasyd WORLDWIDE TELECOMMUNICATIONS, INC., V. Plaintiff, COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA N0.99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S AMENDED COMPLAINT FOR DAMAGES Comes now the Plaintiff herein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide"), by counsel and as its complaint against COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), herein alleges that: COUNT 1: BREACH OF CONTRACT JURISDICTION AND VENUE Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County, Pennsylvania. 1::\John\C licnls\ WORLDW ID\Commercial\COMM I:RC'LAL.COM1I.npd G. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carrier at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. 9. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit "A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract; changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay L:Vohn\Cliems\ WORLDW I D\Commercial\('OMM ERCIA IXOM.ay2 Worldwide fifty percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending a telecommunication program that would save Commercial Testing approximately $77,592.00. 15. Commercial Testing utilized the above referenced information provided by Worldwide, mainly information concerning alternative telecommunication rates and telecommunication programs which would save Commercial Testing additional money, to obtain a telecommunication program for its own benefit, therefore realizing savings in the amount of approximately $77,592.00. 16. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of the agreement between Commercial Testing and Worldwide. 17. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators. 18. Worldwide has incurred and will incur Court costs and legal costs in the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. Ii:Vohn\Clicnls\wORLDWII)\Commercial\('OMAIIiaCIAI. COM %p,3 DATED: August 27, 1999 ? JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. G:VohnWhents\ W OIt1.D W I MCommercialTOM Nil: RC1A L.COM.rapa4 W ORLt.AMDE TELECAIMMUNICATIONS.INC., F ,sintiff, ' v COMNURCIAL TESTING & ENGIN: MRING CONIPA.^IY, ? Defendant. IN T? COURT OF COMMON PLEAS OF CUIYIgEp1,AND COUNTY, PENNSYLVANIA No. 9"714 Civil Term CIVIL ACTION-LAW JUICY TRIAL DEMANDED I :v;reby state that I am an adult individual who is authorized to mako this vMfication and that the :-Acts set forth in the forth in the foregoing Plaintifrs Complaint for Damages are We to the best "fray knowledge. information and belief. I uadetstand that false statements herein am subject L. Jie penalties of IS Pa. C.S. §4904 relating to unworn falalftcation to authorities. DATED August 27, 1999 ?'W? ltabcrt Schemer, Prosideut Woridwide Telecommunications, Inc. ENd.,`Cliak"WQR;,0a1D%C0M14ER(-MI-om.apG 5 WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE The undersigned certifies that on the date indicated below, I served a copy of the foregoing complaint on the following individual at the address indicated by the United States Mail, First Class, Postage Prepaid and Certified Mail. John Alzamora, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17108-9500 DATED: August 27, 1999 t` j j , JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. ENohn\Cliem \WORLDWIMCommercialTOMMGRCIA1X0M.xp,6 /Enola, wide Telecommunications, Incorporated est Dauphin Street PA 17026 i Dear Worldwide Telecommunications: We hereby appoint you to audit our local and long distance telecommunications vendor invoices in order for you to make cost savings recommendations to our firm. It is agreed you will analyze our expenses in their entirety and research In detail the Federal Communications Commission local and long distance carrier tariffs of our local phone company and the relevant long distance carriers. It is agreed you will provide us with preliminary findings and later a detailed research report offering the broadest and most comprehensive range of telecommunications savings and rate recommendations possible utilizing our choice of tariffs, carriers, special allowances, rebates, refunds and cost reductions. R is understood and agreed that you will be working on a strict no-risk contingency fee basis and that your consulting fee will be one half of the monthly savings we accrue from the recommendations in your reports for a period of one year from the date of implementation. After the first twelve months, 100% of the long term savings are ours to keep. Since savings are guaranteed by you to occur, if there are no savings realized by us, there is MQ fee due to you. One-time refunds of past tariff overbillings will be shared on a 50/50 basis upon collection. Your ongoing tariff monitoring service and bill auditing will be provided to us at no additional cost. Cost savings will be calculated from the objective standard of our current costs at the time of audit according to the following formulas: .22 cents current cost per minute - .09 cents new cost per minute = .13 cents per minute gross savings .13 cents per minute gross savings x 8,000 minutes of calling 1st month = $1040 one-month savings $1040x50% _ $520 due month one. Refund 'Savings xample- $1500 refund check to you x.50 = $750 savings/one time fee. After your work is performed, tariff recommendations that we implement are presumed to be due to your work. Therefore, it is agreed that any recommendation in your reports that we implement is deemed accepted and we will not utilize the recommendations in your reports during the tens without payment of your fee and notification to you. These non-circumvention provisions are Integral to this agreement and shall be effective for a two year period after the delivery of your findings. Lastly, it is agreed and understood that this contract is governed by the State of Pennsylvania and any action commencing hereunder shall be brought in the county of Cumberland. Furthermore, we represent that the person signing Is authorized to engage your services. We hereby acknowledge receipt of a copy of this agreement, and if we breach this contract, we will pay all reasonable court and legal costs you Incur due to such breach. Accepted by: Client: ?qs Far and on behalf of Loin?4 TESfi???.??e? =cCe Name: Contact Name: AIWAVei;cei 2?sQ Title Signature: 1.7????c1 Signed Address: JS/9_S'??:«? Date ce,.?syy icc. 6oi?G EXHIBIT A } a ,. - - - •,?? ! N .i,.r i_? - i ? ?.- ' i . ??... I .., [: r_ . - i V 1 i:. ? rn L " U WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW DEFENDANT'S PRELIMINARY OBJECTIONS TO SECOND AMENDED COMPLAINT AND REQUEST FOR SANCTIONS Defendant COMMERCIAL TESTING & ENGINEERING CO. (hereinafter "Defendant" or "Commercial Testing"), by its counsel, preliminarily objects to the Plaintiff's (second) Amended Complaint for Damages (hereinafter "Second Amended Complaint") of WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter "Plaintiff' or "Worldwide") as follows: DEMURRER Legal Insufficiency of the Second Amended Complaint Pa R. C. P. 1028(a)(4) 1. On or about June 2, 1999 Plaintiff filed with this court a complaint at Civil Docket No. 99-3714 against Defendant, which complaint was titled "Plaintiffs Complaint for Damages" (hereinafter "Complaint"). 2. The only count in the Complaint was one for breach of contract. The Complaint alleged that the breach arose due to Defendant's failure to compensate Plaintiff for services allegedly rendered pursuant to the terms of the contract. 3. By consent of opposing counsel, Defendant on July 28, 1999 filed a response to the Complaint, which response was titled "Defendant's Preliminary Objections in the Nature of a Demurrer" (hereinafter "Preliminary Objections to the Complaint"). In its Preliminary Objections to the Complaint, Defendant asserted that the Complaint failed to state facts sufficient to constitute a cause of action for breach of the contract which Plaintiff alleged to exist between the parties. 4. Pursuant to Pa. R.C. P. 1019(g), Paragraphs 1 through 14 of the Preliminary Objections to the Complaint are hereby incorporated by reference. 5. On or about August 5, 1999, Plaintiff filed an "Amended Complaint for Damages" (hereinafter "First Amended Complaint") in this matter. 6. On August 24, 1999, Defendant filed Defendant's Preliminary Objections to Amended Complaint ("Preliminary Objections to First Amended Complaint"). 7. Pursuant to Pa. R.C.P. 1019(g), Paragraphs 1 through 13 of the Preliminary Objections to First Amended Complaint are hereby incorporated by reference. 8. On September 1, 1999, Plaintiff filed a Second Amended Complaint, a copy of which is attached hereto as Attachment A. The averments of fact in the Second Amended Complaint are identical to those in the Complaint except that the Second Amended Complaint contains a new paragraph, which paragraph is designated therein as Paragraph 15. The Second Amended Complaint's Paragraphs 1 through 14 are verbatim the same as the Complaint's Paragraphs 1 through 14. The Second Amended Complaint's Paragraphs 16 through 18 are verbatim the same as the Complaint's Paragraphs 15 through 17. 9. The Second Amended Complaint was served by Plaintiff on counsel for -2- Defendant by certified mail with a August 30, 1999 postmark and by delivery of said mail to Defendant's counsel on September 2, 1999. 10. Paragraph 15 of the Second Amended Complaint reads as follows: "15. Commercial Testing utilized the above referenced information provided by Worldwide, mainly information concerning alternative communications rates and telecommunications programswhich would save Commercial Testing additional money, to obtain a telecommunication program for its own benefit, therefore realizing savings in the amount of approximately $77,592.00." 11. Paragraph 15 of the Second Amended Complaint is vague and confusing, is completely conclusory as to the benefit Defendant allegedly may have derived from the information allegedly provided by Plaintiff and fails to state when, if ever, that benefit was derived. Paragraph 15 therefore does not remedy either the Complaint's or the First Amended Complaint's failure to state material facts sufficient to support the cause of action for breach of the contract in question. Accordingly, the Second Amended Complaint in its count and in its entirety is legally insufficient. For the for the reasons set forth in this Demurrer and in the Preliminary Objections to the Complaint, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(4), requests that: A. It's Demurrer be sustained B. The Second Amended Complaint be dismissed with prejudice and without grant of leave to amend; and C. Commercial Testing & Engineering Co. be granted court costs, expenses -3- and attorneys' fees. MOTION TO STRIKE SECOND AMENDED COMPLAINT FOR FAILURE TO COMPLY WITH PA. R.C.P. 1024 REGARDING FORM OF VERIFICATION AND REQUEST FOR SANCTIONS 12. Paragraphs 1 -11 of this pleading are hereby incorporated by reference as if restated in full. 13. The Verification for the Second Amended Complaint does not show an original signature from the person whose statement is allegedly contained therein. It shows only a photocopy of a prior signature by that person and shows no other signatures. 14. More specifically, the Verification for the Second Amended Complaint is a photocopy of the August 2, 1999 signed Verification for the First Amended Complaint, but with: (a) the "August 2,1999" date obliterated and the date "August 27,1999" typed in and (b) the August 2, 1999 signature retained. Accordingly, the Verification to the Second Amended Complaint has no signer. The verification therefore fails to conform to Pa. R.C.P. 1024 and is in violation of 18 Pa. C.S.A. §4904(a)(2). 15. A copy of the Verification used for the First Amended Complaint is appended hereto as Attachment B and a copy of the Verification used for the Second Amended Complaint is appended hereto as Attachment C. 16. Because its Verification uses a spurious signature instead of an original signature, the Second Amended Complaint must be deemed unverified and should therefore be stricken. For the foregoing reasons, defendant Commercial Testing & Engineering Co., -4- pursuant to Pa. R.C.P. 1028(a)(2), requests that: A. This Motion to Strike be granted; B. The Second Amended Complaint be stricken in its entirety; C. Defendant be sanctioned and barred from filing any further amended complaints; and D. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. MOTION TO STRIKE AMENDED COMPLAINT FOR LACK OF FACTUAL SPECIFICITY REQUIRED BY PA. R.C.P. 1019fa1 17. Paragraphs 1 - 16 of this pleading are hereby incorporated by reference as if restated in full. 18. Paragraph 15 of the Second Amended Complaint is vague and conclusory and its claims of liability are based upon mere supposition. 19. Paragraph 15 of the Second Amended Complaint fails to specify the various "savings" that are alleged to have occurred, when these savings occurred so as to meet the conditions and time limitations in the alleged contract, what "rates" and "programs" were implemented by Defendant that constituted the "rates" and "programs" allegedly recommended by Plaintiff, and which of these "rates" and "programs" gave rise to the alleged savings so as to constitute the averred $77, 592.00 total. For the foregoing reasons, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(3), requests that: -5- A. This Motion to Strike be granted. B. Paragraph 15 of the Amended Complaint be stricken and the Second Amended Complaint be stricken in its entirety. C. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. COMMERCIAL TESTING & ENGINEERING COMPANY J' /John A. Alzamora, Esq. PA Attorney 1. D. No. 23028 Thomas T. Niesen, Esq. PA Attorney I.D. No. 31379 Thomas, Thomas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Telephone: 717-255-7233 R. K. Bridwell, Esq. Chief Counsel Commercial Testing & Engineering Co. 291 Fairfield, New Jersey 07004 Telephone: 973-439-0070 -6- ATTACHMENT A V lNaWHOt/llb ............. I I 111 W V I I? O N ? if? Ml N L-I \/? • vv r ?- ? ? b m ? .n M1 r m A N ir N N OQvl? It M Ow ?.Z 3U <y 5z i8 3 =w Qe? a=° e d d z C 2 ? O F h 91 0¢ o Iq. N O N M1 ^' 0 O O N h O P ?vOi o 0OA Ev -0 'e aw• ? r " f- v? o cal CL .'4' I I = ..r v ;ten n !A 57 +r. i IuP I Aw't/111CI Stll' LAWIMNCE S. COVEN COUNSBI 01IS A I I M%' 314 U.S. III(AIWA1' 22 WI.SI SUITIiF GREEN BROOK, NIM 1ERSE1' OSN12 (732)424.1000 FACSIMILE (732) 424.1665 Lawrence S. Coven * Janet B. Coven OF COUNSEL * Member of The NJ and PA Bars August 27, 1999 Cumberland County Prothonotary Cumberland County Courthouse I Courthouse Square Carlisle, PA 17013-3387 VIA REGULAR MAIL John J. Murray Jr. RE: Worldwide TeleCommunications, Inc. v. Commercial Testing & Engineering, Company Civil Action No. 99-3714 Dear Prothonotary: This office represents plaintiff in the above matter. Defendant has filed Preliminary Objections to the Amended Complaint. Enclosed please find an original and two copies of the following documents for filing: 1. Notice to Defend; 2. Plaintiff's Amended Complaint for Dan3ages; 3. Verification, and 4. Certificate of Service. Kindly file the original and return one set of copies stan3pcd "filed" to my office in the enclosed self-addressed, stamped envelope. Thank you for your prompt attention to this matter. If you should have any questions or concerns, please do not hesitate to contact me. Vc truly yours, John J. Murray Jr. cc: John A. Alzamora, Esq. E:Vohn`Clienu%WORLDWID`Commereiakom ial.lv.pm.wpd WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBEIRLAND COON-IN, PENNSYLVANIA Plaintiff, V. NO. 99-3714 Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S AMF,NDED COMPLAINT FOR DAMAGES Comes now the Plaintiff herein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide"), by counsel and as its complaint against COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), herein alleges that: COUNT I: BREACH OF CONTRACT JURISDICTION AND VENUE Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. 3. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County, Pennsylvania. E:Vohn%Clicnu%WORLDWID%Com ianCOMMI;RCIAL.COM.? pd G. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carver at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. 9. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit "A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract: changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay C:Vohn\Cllcnu%WORLDWID`Comm isl%COMMI'RC1AI..COM.wpa. Worldwide fitly percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending a telecommunication program that would save Commercial Testing approximately $77,592.00. 15. Commercial Testing utilized the above referenced infom)ation provided by Worldwide, mainly information concerning alternative telecommunication rates and telecommunication programs which would save Commercial Testing additional money, to obtain a telecommunication program for its own benefit, therefore realizing savings in the amount of approximately $77,592.00. 16. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of the agreement between Commercial Testing and Worldwide. 17. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators. 18. Worldwide has incurred and will incur Court costs and legal costs in.the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for S38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. E:Vohn%Climu%WORLDWIn%('omm cial%COMMERC1Al_COM.wpd3 DATED: August 27, 1999 JA ANEET T B. . COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:VohnWhenul WORLD W ID`CommertisSCOMMERCIAL.COM.ap1I WORLDIVIDr:. TELECt X&IMUNICATIONS. INC., F .cintiff, V. COMA12RCLIL TESTING & ENGIMUCRING COMPANY, Defendant IN TTIE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO, 99-3714 CiVU Term CIVIL AMON-LANV JUICY TRIAL DEMANDED iT-WEWATION 1 ::orebv state that I am an adult individual who is authorized to make this vaiftoation and (bat the :'lets set forth in the forth in the foregoing Plaintiff's Complaint for Damages are true to the best -)f my lmowledge, infomwtion acrd belief. I uadastand that false statements herein are subject to the peaalttes Of 18 Pa. C.S. § 4904 relating to tmswom faLvi&40a to authorities. DATED August 27, 1999 Robert -? I Schrmer, Prvsideat Worldwide TeleCommunications, Inc. Q'Ud.K'bW i.wpk:Da?C?^UM1IMEhCLU,.:pM.vpC 5 Worldwide Telecommunications, Incorporated 212 West Dauphin Street Enola, PA 17025 01 Guaranteed Savings - Contingency Only Consulting Fee Agreement Dear Worldwide Telecommunications: We hereby appoint you to audit our local and long distance telecommunications vendor invoices In order for you to make cost savings recommendations to our firm. It is agreed you will analyze our expenses in their entirety and research In detail the Federal Communications Commission local and long distance carrier tariffs of our local phone company and the relevant long distance carriers. It is agreed you will provide us with preliminary findings and later a detailed research report offering the broadest and most comprehensive range of telecommunications savings and rate recommendations possible utilizing our choice of tariffs, carriers, special allowances, rebates, refunds and cost reductions. it is understood and agreed that you will be working on a strict no-risk contingency fee basis and that your consulting fee will be one half of the monthly savings we accrue from the recommendations in your reports for a period of one year from the date of implementation. After the first twelve months, 100% of the long term savings are ours to keep. Since savings are guaranteed by you to occur, if there are no savings realized by us, there is UQ fee due to you. One-time refunds of past tariff overbillings will be shared on a 50/50 basis upon collection. Your ongoing tariff monitoring service and bill auditing will be provided to us at no additional cost. Cost savings will be calculated from the objective standard of our current costs at the time of audit according to the following formulas: Cear Reduction Savings Example: .22 cents current cost per minute -.09 cents new cost per minute =.13 cents per minute gross savings .13 cents per minute gross savings x 8,000 minutes of calling 1st month = $1040 one-month savings $1040x50%= $520 due month one. $1500 refund check to you x .50 = $750 savings/one time fee. After your work is performed, tariff recommendations that we implement are presumed to be due to your work. Therefore, it is agreed that any recommendation in your reports that we implement is deemed accepted and we will not utilize the recommendations in your reports during the term without payment of your fee and notification to you. These non-circumvention provisions are integral to this agreement and shall be effective for a two year period after the delivery of your findings. Lastly, it is agreed and understood that this contract is governed by the Stale of Pennsylvania and any action commencing hereunder shall be brought in the county of Cumberland. Furthermore, we represent that the person signing is authorized to engage your services. We hereby acknowledge receipt of a copy of this agreement, and if we breach this contract, we will pay all reasonable court and legal costs you incur due to such breach. Accepted by: C1lente q For and on behalf of LOn/?Ugr_ Ce Name: Contact Name: Title 00:!r'&-lI YAw? ao fem., .: Signature: /,1.Th?.? c? Signed Address: Date 4cm6.r4d Ice. Goi?G EXHIBIT A WORLDWIDE. TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN *1111" COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL. DEMANDED NOTICE TO DEFEND 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 THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Libcrty Avenue Carlisle, PA 717-249-3166 DATED: August 27, 1999G7_p? JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 THE LAW OFFICES OF LAWRENCE S. COVEN A'I'FORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. li:Vohn\Chmb\WORI.OWIITCom mial COMMI:RCIAI..COM.-N WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN't'lili COURT OIL COMMON PLEAS OIL CUMBERLAND COIIN'I'l', PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL. DEMANDED CFRTIFICA9'I's OF SIsRVICI,. The undersigned certifies that on the date indicated below, 1 served a copy of the foregoing complaint on the following individual at the address indicated by the United Stales Mail, First Class, Postage Prepaid and Certified Mail. John Alzamora, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17108-9500 DATED: August 27, 1999 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn%Clo:nulWORI.D W IOlCommcrcianCOMMERCIAI..COM. WORLDWIDE TELE CIMMUNICATIONS. INC., F .:intiff, ' V. COMAURCiAL'TESTING dr ENC;1N1.:fid2ING COMPA.,VV, Defend= IN M COURT OF COMMON PLEASCWCU [MA SAND COUNrV. NO- 9"714 ClyffTerou CKM ACTION-LAW ,ti RI( TRIAL DEMANDED 3TAL 7CATION I :.arcbv state that I art: an adult individual who is authorized to metro this votifieation and that the :'icts set forth La the forth in the fotcgoing Plaintilrs Complaint for Damages am true to the beat -if MY lmowledgc, iafomtation and belid I uadetstaad that AIM statements herein are subject W the penalties of 1g Pa. C.S. § 49N Mating to unswotn fabific4on to authorities. I)ATED• August 27, 1999 Robert Cr. SchrmProsideat Worldwide TcIcCommunicationsr Ina, RN<J.vlpV'.wOk:OAiC1:tM1NAcCLt1..CO1H.+?YO 5 ATTACHMENT B Otl•02'NN 30.15 FAX 732 124t is LAWMNCE COVEN 1 0002. WORUAVIDE TELECA,WMUNICA'170NS.INC., F ,;,intiff, V. COMAI&ICIAL TESTING & ENGIN UCRING COl>[PANY, Dctendant. IN TIC COURT OF COMMON PLEAS OFCUMHERLAND COUNTY, PENNSYLVANIA NO, 99.9714 Civil Term s CIVIL ACTION-LAW t JUICY TRIAL DEMANDED VE u Alm :w;eby state that 1 am an adult individual who is authorized to mako this vadficatim and that the : k0s set forth L7 the forth in the foMoin6 PlaintiS's Complaint for Damages axle true to the hest •,f my }mowledge• information and belief. I understand that false statements herein are subject t: .:Le penalties of 18 Pa. C.S. § 4904 relating to unswom falsification to authorities. DATED August 2, 1999 2'Ud"1-a v:wOR;A AtCI JAINERCL%L.-,C".vp0 Robert Schwa, Prowdeat Worldwide TeleCommtmieadons, inc. 5 ATTACHMENT 8 n•M nnnnnnnnnn I, -In nr/. •n? .n ATTACHMENT C WORLI. Will@, T ELEC r)AMMUNICATIOlvS. INC., F xintiff, v. COMW&RcLtL TESTIIKG & ENGINs:1CRING COMPA.*lY. I!afendant. IN I= COllRT OF COMMON PLEAS OF CUM ERLAND COUNT]', PENNSYLVANIA NO. 99-3714 CivLTetm • CIVMACTION-LAty JURY TRIAL DEMANDED S'ERISICATtcuv 1:v;rcby state that I air an adult individual who is authorized to meko this vcr Icatim and that die: "Ots set forth in the fortb in tilt foccgoing Plaintifrs Complaint far Damages are tma to the best •,f my Imowledge, iufomiatiou and belief. I understand that false s mtaments herein am subject to the penalties of 18 Pa. CS. § 4904 relating to unworn fabification to authorities. DATED- August 27, 1999 Robert Schtmer, Prpsidert Worldwide Telecommunications, Inc eva.e?+a i.wok;,aa;th^uh?NekCLtL CoM..gC ATTACHMENT C u N lz to d iL I nu V7 a? ? V C) W x 0 a_ N % 6 7 0 b m `l r 41 WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, vs. NO. 99-3714 Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW CERTIFICATE OF SERVICE I hereby certify that I have served, or caused to be a served, a true and correct copy of DEFENDANT'S PRELIMINARY OBJECTIONS TO SECOND AMENDED COMPLAINT AND REQUEST FOR SANCTIONS in the above-captioned case and the proposed Order upon each individual listed below by mailing a copy on the 20th day of September, 1999, by United States Mail, First Class, Post Prepaid, addressed to that individual as follows: Janet B. Coven, Esq. c/o The Law Offices of Lawrence S. Coven 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 (Counsel for Plaintiff Worldwide Telecommunications, Inc.) Thomas, Thomas, 212 Locust Street, Esq. Armstrong & Niesen Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Dated: September 20, 1999 ) 7 C _? T - LJ ?v f.. Ct. 4 [ - 1 J c: p :- WE- Cj C/) ? J : y , J2 ? ? U WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED NOTICE TO DEFEND 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 THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 717-249-3166 DATED: September 23, 1999 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. IAL.COM.wpd WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. NO. 99-3714 Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S SECOND AMENDED COMPLAINT FOR DAMAGES Comes now the Plaintiff herein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide"), by counsel and as its complaint against COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), herein alleges that: COUNT I: BREACH OF CONTRACT JURISDICTION AND VENUE Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. 3. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County, Pennsylvania. E:Uohn\Clicnts\WORLDWID\Commereiul\COMM I;RCIALE M."pd G. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carrier at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. 9. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit "A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract; changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay E:Vohn\CIienl \WORLDWID\Commereial\COMM L' RC IALCOM.wpd) Worldwide fifty percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending various telecommunication programs that would save Commercial Testing approximately $77,592.00. This information was provided to Commercial Testing in the "Cost Reduction Savings Proposal" on or around September 17, 1997. 15. Commercial Testing utilized the information contained in the "Cost Reduction Savings Proposal," mainly information concerning alternative telecommunication rates and telecommunication programs which would save Commercial Testing additional money, to renegotiate a new telecommunication program with its then existing telecommunication carrier. 16. The renegotiated new telecommunication program resulted in Commercial Testing saving money off of its telecommunication bill and obtaining lower rates. IT Commercial Testing would not have renegotiated a new telecommunication program with its then existing telecommunication carrier but for Worldwide providing Commercial Testing with the "Cost Reduction Savings Proposal" since Commercial Testing utilized information contained in that report to obtain the savings and lower rates. 18. Commercial Testing renegotiated the new telecommunication program with its then existing telecommunication carver subsequent to September 17, 1997. 19. As a result of obtaining this renegotiated telecommunication program, Commercial Testing realized savings in the amount of approximately $77,592.00. 20. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of H:Vohn\Clicnls\ WORLD W ID\Commercial\COMMGRCIAI_COM.wpd3 the agreement between Commercial Testing and Worldwide. 21. These recommendations, ideas and information are contained in the "Cost Reduction Savings Proposal" which was provided to Commercial Testing on or around September 17, 1997. 22. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators. 23. Worldwide has incurred and will incur Court costs and legal costs in the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. DATED: September 23, 1999 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\Clicnts\ WORLD W ID\Cbmmercial\C'OMNI I:R('IAI.,C'OMnrpA Worldwide Telecommunications, Incorporated 212 West Dauphin Street Enola, PA 17025 SSuarenteed Savings _ Centinaenrv Only c nsuhino Fee AAernn=_i Dear Worldwide Telecommunications: We hereby appoint you to audit our local and long distance telecommunications vendor invoices in order for you to make cost savings recommendations to our firm. It is agreed you will analyze our expenses in their entirety and research in detail the Federal Communications Commission local and long distance carrier tariffs of our local phone company and the relevant long distance carriers. It is agreed you will provide us with preliminary findings and later a detailed research report offering the broadest and most comprehensive range of telecommunications savings and rate recommendations possible utilizing our choice of tariffs, carriers, special allowances, rebates, refunds and cost reductions. it is understood and agreed that you will be working on a strict no-risk contingency fee basis and that your consulting fee will be one half of the monthly savings we accrue from the recommendations in your reports for a period of one year from the date of implementation. After the first twelve months, 100% of the long tern savings are ours to keep. Since savings are guaranteed by you to occur, N there are no savings realized by us, there is NQ fee due to you. One-time refunds of past tariff overbillings will be shared on a 50/50 basis upon collection. Your ongoing tariff monitoring service and bill auditing will be provided to us at no additional cost. Cost savings will be calculated from the objective standard of our current costs at the time of audit according to the following formulas: .22 cents current cost per minute - .09 cents new cost per minute = .13 cents per minute gross savings .13 cents per minute gross savings x 8,000 minutes of calling 1st month =;1040 one-month savings 5104040% = $520 due month one. Refund 'Saving Ya pig; $1500 refund check to you x .50 = $750 savings/one time fee. After your work is performed, tariff recommendations that we implement are presumed to be due to your work. Therefore, it is agreed that any recommendation in your reports that we implement is deemed accepted and we will not utilize the recommendations in your reports during the term without payment of your fee and notification to you. These non-circumvention provisions are integral to this agreement and shall be effective for a two year period after the delivery of your findings. Lastly, it is agreed and understood that this contract is governed by the State of Pennsylvania and any action commencing hereunder shall be brought in the county of Cumberland. Furthermore , we represent that the person signing is authorized to engage your services. We hereby acknowledge receipt of a copy of this agreement, and If we breach this contract, we will pay all reasonable court and legal costs you Incur due to such breach. Accepted by: Client: ? For and on behalf of Qo Name: Contact Name: ?&Zwg?Llf/ ?2.?#AVi Title "M Signed Signature: lS/9. Date Address: «MS9?.0 /cc Loi./G '- EXHIBIT A OV93,199 13:47 FAX 732 424 lee0 unMN?n a.Urnn WORLDWIDE TELL( OMMUNICATIONS, INC., HldntifY V. COMM* kRCIAL TIESTING & ENGI1 t?.BRI1G COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUM ERLAND COUNTY, PENNSYLVANIA NO. W3714 CWU Term CIVM ACTION-LAW JURY TRIAL DEMANDED VERIFICATION hereby state that I am an adult individual who is authorized to make this verification and .hat the uets sat forth in the forth in the foregoing Plaintiffs Complaint for Damages are true to the best ol'my Imowledge, informadou and belief. I understand that fsbe statements heroic are subject .o the penalties of IS Pa. C.S. § 4904 relating to unworn falsification to authorities. DATEt': 9"d3-19 i Uoh,,Tl'. nL.\wURLDWIDY.bm ooi\CONfh(EP.CIAL.COM.wpb L? Robert Schaner, President Worldwide?eleCommtmications, Ine. TO 39dd Dim 0000000000 TO:90 966T/9T/10 WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE The undersigned certifies that on the date indicated below, I served a copy of the foregoing complaint on the following individual at the address indicated by the United States Mail, First Class, Postage Prepaid and Certified Mail. John Alzamora, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17108-9500 DATED: September 23, 1999 2_!,t JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:VoWCI tenls\ W ORLD W I D\Commemi al'\C'OM M LRC IA L. COM.np,6 r• 9 tl U-1 l E) ` w -? 3 C .> i L Cry L) L WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW DEFENDANT'S PRELIMINARY OBJECTIONS TO THIRD 1MISTITLED "SECOND") AMENDED COMPLAINT AND REQUEST FOR SANCTIONS Defendant COMMERCIAL TESTING & ENGINEERING CO. (hereinafter "Defendant" or "Commercial Testing"), by its counsel, preliminarily objects to the Plaintiffs "Second (sic) Amended Complaintfor Damages" (hereinafter "Third Amended Complaint") of WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter "Plaintiff' or "Worldwide") as follows: DEMURRER Legal Insufficiency of the Third Amended Complaint: Pa. R. C. P. 1028(gM 1. On or about June 12, 1999 Plaintiff filed with this court a complaint at Civil Docket No. 99-3714 against Defendant, which complaint was titled "Plaintiff's Complaint for Damages" (hereinafter "Complaint"). 2. The only count in the Complaint was one for breach of contract. The Complaint alleged that the breach arose due to Defendant's breach of the compensation terms of the contract which allegedly existed between the parties, which breach allegedly arose through Defendant's failure to pay Plaintiff for the service provided. telecommunications savings allegedly obtained by Defendant through implementation of Plaintiff's recommendations. This claim of breach was repeated is the subsequent amended complaints filed by Plaintiff in this matter. 3. By consent of opposing counsel, Defendanton July 28,1999 filed a response to the Complaint , which response was titled "Defendant's Preliminary Objections in the Nature of a Demurrer" (hereinafter "Preliminary Objections to the Complaint"). In its Preliminary Objections to the Complaint, Defendant asserted that the Complaint failed to state facts sufficient to constitute a cause of action for breach of the contract which Plaintiff alleged to exist between the parties. 4. Pursuant to Pa. R.C.P. 1019(g), Paragraphs 1 through 14 of the Preliminary Objections to the Complaint are hereby incorporated by reference. 5. On or about August 5, 1999, Plaint'ff filed an "Amended Complaint for Damages" (hereinafter "First Amended Complaint") in this matter. 6. On August 24, 1999, Defendant filed Defendant's Preliminary Objections to Amended Complaint ("Preliminary Objections to First Amended Complaint"). 7. Pursuant to Pa. R.C.P. 1019(g), Paragraphs 1 through 13 of the Preliminary Objections to First Amended Complaint are hereby incorporated by reference. 8. On or about September 1, 1999, Plaintiff filed a second Amended Complaint for Damages ("Second Amended Complaint"). The averments of fact in the Second Amended Complaint are identical to those in the Complaint except that the Second Amended Complaint contains a new paragraph, which paragraph is designated therein as Paragraph 15. The Second Amended Complaint's Paragraphs 1 through 14 are verbatim -2- the same as the Complaint's Paragraphs 1 through 14. The Second Amended Complaint's Paragraphs 16 through 18 are verbatim the same as the Complaint's Paragraphs 15 through 17. 9. On September 20,1999, Defendant filed "Defendant's Preliminary Objections to Second Amended Complaint" ("Preliminary Objections to Second Amended Complaint"). 10. Pursuant to Pa. R.C.P. 1019(g), Paragraphs 1 through 19 of the Preliminary Objections to Second Amended Complaint are hereby incorporated by reference. 11. In Paragraphs 1 through 11 of Defendant's Preliminary Objections to Second Amended Complaint, pursuant to Pa. R. C. P. 1028(a)(4) Defendant demurrered to the Second Amended Complaint because of its failure to state material facts sufficient to support the cause of action for breach of the contract in question. 12. The Third Amended Complaint, which was filed on or about September 27, 1999, fails to cure this lack of legal sufficiency. A copy of the Third Amended complaint is Appended hereto as Attachement A. For the for the reasons set forth in this Demurrer and in Defendant's Preliminary Objections to the Second Amended Complaint, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(4), requests that: A. It's Demurrer be sustained B. The Complaint and the First, Second and Third Amended Complaints be dismissed with prejudice and without grant of leave to amend; and C. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. -3- MOTION TO STRIKE FOR FAILURE TO COMPLY WITH PA RCP 1024 (a) 13. Paragraphs 1 - 12 of this pleading are hereby incorporated by reference as if restated in full. 14. In Paragraphs 12 -16 of the Preliminary Objections to the Second Amended Complaint, Defendant moved to strike the Second Amended Complaint for failure of Plaintiff to comply with PA. R.C.P. 1024(a) regarding form of verification and signing. 15. The Third Amended Complaint fails to comply with PA. R.C.P. 1024 (a) in that it fails to cure the defect noted in Paragraphs 12 - 16 of the Preliminary Objections to the Second Amended Complaint. For the foregoing reasons, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(2), requests that: A. This Motion to Strike be granted; This Motion to Strike be granted; B. The Complaint and First, Second and Third Amended Complaints be stricken in their entirety; C. Defendant be sanctioned and barred from filing any further complaint amended complaint against in regard to the count of breach of contract; and D. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. MOTION TO STRIKE AMENDED COMPLAINT FOR FAILURE TO MEET THE REQUIEMENTS OF P.A. R.C.P. 1019(a) 16. Paragraphs 1 - 15 of this pleading are hereby incorporated by reference as -4- if restated in full. 17. In Paragraphs 17 - 19 of the the Preliminary Objections to the Second Amended Complaint, Defendant moved to strike the Second Amended Complaint for failure to comply with PA. R.C.P. 1019(a). 18. The Third Amended Complaint continues to fail to comply with PA. R.C.P. 1019(a) as to specificity. For the foregoing reasons, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(3), requests that: A. This Motion to Strike be granted; B. The Complaint and First, Second and Third Amended Complaints be stricken in their entirety; and C. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. MOTION TO STRIKE THIRD AMENDED COMPLAINT FOR FAILURE TO COMPLY WITH PA RCP 1019(h) 19. Paragraphs 1 -18 of this pleading are hereby incorporated by reference as if restated in full. 20. Paragraphs 14, 15, 17, and 21 of the Third Amended Complaint newly aver the existence of a written "Cost Reduction Savings Proposal" which Plaintiff alleges to have submitted to Defendant under the contract and upon which Plaintiff's claim for breach of contract is now based. -5- 21. In violation of PA. R.C.P. 1019(h), no copy of this writing was appended to the Third Amended Complaint. For the foregoing reasons, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(2), requests that: A. This Motion to Strike be granted; B. The Amended Complaint be stricken in its entirety; and C. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. MOTION TO STRIKE THIRD AMENDED COMPLAINT FOR FALSIFICATION OF CERTIFICATE OF SERVICE 22. Paragraphs 1 - 21 of this pleading are hereby incorporated by reference as if restated in full. 23. The certificate of service to the Third Amended Complaint avers that the Third Amended Complaint was served upon Dedendant's counsel by first class mail and certified mail on September 23, 1999. 24. No copy of the Third Amended Complaint was received by Defendant's counsel by first class mail. 25. The copy of the Third Amended Complaint sent by certified mail was not mailed to by Plaintiff until September 24, 1999. 26. A true and correct copy of the mailing envelope used by Plaintiff to send the Third Amended Complaint to Defendant's counsel is appended hereto as Attachment B. -6- Ito I i I:d A ti-I Previous Image Refilmed to Correct Possible Error For the foregoing reasons, defendant Commercial Testing & Engineering Co., pursuant to Pa. R.C.P. 1028(a)(2), requests that: A. This Motion to Strike be granted; B. The Complaint and First, Second and Third Amended Complaints be stricken in their entirety; C. Plaintiff be sanctioned and barred from filing any further complaint amended complaint against in regard to the count of breach of contract; and D. Commercial Testing & Engineering Co. be granted court costs, expenses and attorneys' fees. COMMERCIAL TESTING & ENGINEERING COMPANY '4 -, ? n A. Alzamora, Esq. Attorney I.D. No. 23028 Thomas T. Niesen, Esq. PA Attorney I. D. No. 31379 Thomas, Thomas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Telephone: 717-255-7233 R. K. Bridwell, Esq. Chief Counsel Commercial Testing & Engineering Co. 291 Fairfield, New Jersey 07004 Telephone: 973-439-0070 -7- ATTACHMENT A THE LAW OFFICES OF LAWRENCE S. COVEN COUNSELORS AT LAW 314 U.S. HIGHWAY 22 WEST SUITE E GREEN BROOK, NEW JERSEY 08812 (732)424.1000 FACSIMILE (732) 424-1665 Lawrence S. Coven * Janet B. Coven OFCOUNSEL * Member or the NJ and PA Bars September 23, 1999 Cumberland County Prothonotary Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013-3387 VIA REGULAR MAIL John J. Murray Jr. RE: Worldwide TeleCommunications, Inc. v. Commercial Testing & Engineering, Company Civil Action No. 99-3714 Dear Prothonotary: This office represents plaintiff in the above matter. Defendant has filed Preliminary Objections to the Amended Complaint. Enclosed please find an original and two copies of the following documents for filing: 1. Notice to Defend; 2. Plaintiffs Amended Complaint for Damages; 3. Verification, and 4. Certificate of Service. Kindly file the original and return one set of copies stamped "filed" to my office in the enclosed self-addressed, stamped envelope. If you should have any questions or concerns, please do not hesitate to contact me. Very truly yours, J J. Murray Jr. cc: John A. Alzamora, Esq. Robert Schaner E:\Iohn\Clicnts\WORI,D W ID\ComnxrciaPcormmmial.IO.pro.wpd ATTACHMENT A WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED NOTICE. TO DEFEND 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 THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 717-249-3166 DATED: September 23, 1999 el' JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\ClicnE\WORLDWID\Com rcial\COMMERCIAL.COM.wpd WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S SECOND AMENDED COMPLAINT FOR DAMAGES Comes now the Plaintiff herein, WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide'), by counsel and as its complaint against COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing'), herein alleges that: COUNT I: BREACH OF CONTRACT JURISDICTION AND VENUE Worldwide is a corporation organized under the laws of the State of Pennsylvania and has its principal place of business located in the town of Enola, State of Pennsylvania. 2. Commercial Testing is a corporation which has its principal place of business located in the city of Lombard, State of Illinois. 3. The parties hereto entered into a contract on or around August, 1997, which recites that it was to be governed by the laws of Pennsylvania. 4. Worldwide was to perform its obligations under the contract within the State of Pennsylvania. 5. Payment of the contract was to be made to Worldwide located in Cumberland County, Pennsylvania. E:Vohn\Clienu\WORLDWID\Com rcial\COMMERCIAL.COM.Wpd 6. Commercial Testing agreed to a Pennsylvania venue in the event either party needed to resort to a civil court for enforcement. THE PARTIES 7. Worldwide is an independent consultant who makes a business of analyzing a client's telecommunication expenses with a view towards finding new or similar telecommunication services from the same or another carrier at a lower rate. 8. After a considerable investment of time and capital, Worldwide has maintained computer programs, a tariff database, industry contacts and other facilities and assets to ensure that it can serve its clients with efficiency and thoroughness. To recover these expenses, it claims a proprietary interest in these assets and in the data it provides its clients. STATEMENT OF THE CASE 10. On or around August, 1997, Worldwide and Commercial Testing entered into a contract, a true copy of which is attached hereto as Exhibit "A" and incorporated by reference. 11. Prior to August, 1997, Worldwide and Commercial Testing had been communicating with each other in reference to the services which were eventually provided pursuant to the contract. 12. Before the contract was signed, Commercial Testing had ample opportunity to request or negotiate changes in the contract; changes in the service Worldwide proposed; and changes in the fee Worldwide would expect under the contract. Commercial Testing asked for no changes to the contract. 13. The contract between the parties required that for the first twelve (12) months after obtaining savings as a result of Worldwide's work, Commercial Testing would pay E:Vohn\Clienu\WORLDWID\Cor reial\COMMERCIAL.COM.wpo< Worldwide fifty percent (50%) of any reduction in telecommunication expenses Commercial Testing realized as a result of Worldwide's work. 14. Worldwide performed as agreed, proving Commercial Testing with information on available telecommunication rates and recommending various telecommunication programs that would save Commercial Testing approximately $77,592.00. This information was provided to Commercial Testing in the "Cost Reduction Savings Proposal" on or around September 17, 1997. 15. Commercial Testing utilized the information contained in the "Cost Reduction Savings Proposal," mainly information concerning alternative telecommunication rates and telecommunication programs which would save Commercial Testing additional money, to renegotiate a new telecommunication program with its then existing telecommunication carrier. 16. The renegotiated new telecommunication program resulted in Commercial Testing saving money off of its telecommunication bill and obtaining lower rates. 17. Commercial Testing would not have renegotiated a new telecommunication program with its then existing telecommunication carrier but for Worldwide providing Commercial Testing with the "Cost Reduction Savings Proposal" since Commercial Testing utilized information contained in that report to obtain the savings and lower rates. 18. Commercial Testing renegotiated the new telecommunication program with its then existing telecommunication carrier subsequent to September 17, 1997. 19. As a result of obtaining this renegotiated telecommunication program, Commercial Testing realized savings in the amount of approximately $77,592.00. 20. Commercial Testing has utilized Worldwide's recommendations for its own benefit and implemented Worldwide's ideas without paying Worldwide any fee, in violation of E:Vohn\ClientMORLDWID\Com rcial\COMM ERCIAL.COM.wpO the agreement between Commercial Testing and Worldwide. 21. These recommendations, ideas and information are contained in the "Cost . Reduction Savings Proposal" which was provided to Commercial Testing on or around September 17, 1997. 22. Commercial Testing has damaged Worldwide to the extent of $38,796.00 which does not exceed the jurisdictional limit above which cases are ineligible to be heard by a panel of arbitrators. 23. Worldwide has incurred and will incur Court costs and legal costs in the bringing of this action and requests that the same be added to the amount being sued for. WHEREFORE, Worldwide prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. DATED: September 23, 1999 92/H- 16 C.AA&17'y JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\Clicnu\WORLDWID\Cortviti: vial\COMMERCIAL.COM.wpo4 Worldwide Telecommunications, Incorporated 212 West Dauphin Street Enola, PA 17026 Dear Worldwide Telecommunications: We hereby appoint you to audit our local and long distance telecommunications vendor invoices in order for you to make cost savings recommendations to our firm. It is agreed you will analyze our expenses in their entirety and research in detail the Federal Communications Commission local and long distance carrier tariffs of our local phone company and the relevant long distance carriers. It is agreed you will provide us with preliminary findings and later a detailed research report offering the broadest and most comprehensive range of telecommunications savings and rate recommendations possible utilizing our choice of tariffs, carriers, special allowances, rebates, refunds and cost reductions. it is understood and agreed that you will be working on a strict no-risk contingency fee basis and that your consulting fee will be one half of the monthly savings we accrue from the recommendations in your reports for a period of one year from the date of implementation. After the first twelve months, 100% of the long term savings are ours to keep. Since savings are guaranteed by you to occur, if there are no savings realized by us, there is KQ fee due to you. One-time refunds of past tariff overbillings will be shared on a 50/50 basis upon collection. Your ongoing tariff monitoring service and bill auditing will be provided to us at no additional cost. Cost savings will be calculated from the objective standard of our current costs at the time of audit according to the following formulas: Cost Reduction Saving Example- .22 cents current cost per minute - .09 cents new cost per minute = .13 cents per minute gross savings .13 cents per minute gross savings x 8,000 minutes of calling 1st month = $1040 one-month savings $1040x50% _ $520 due month one. $1500 refund check to you x .50 = $750 savingslone time fee. After your work is performed, tariff recommendations that we implement are presumed to be due to your work. Therefore, it is agreed that any recommendation in your reports that we implement is deemed accepted and we will not utilize the recommendations in your reports during the term without payment of your fee and notification to you. These non-circumvention provisions are Integral to this agreement and shall be effective for a two year period after the delivery of your findings. Lastly, it is agreed and understood that this contract is governed by the State of Pennsylvania and any action commencing hereunder shall be brought in the county of Cumberland. Furthermore, we represent that the person signing Is authorized to engage your services. We hereby acknowledge receipt of a copy of this agreement, and if we breach this contract, we will pay all reasonable court and legal costs you incur due to such breach. Accepted by: Client: For and on behalf of Name: Signed Date Contact Name: ?+9?dlilc?lclir?Titleo .>?c/l1i ?• OWiJ?L y/?YUr Uic?/?.?vvo??I i Signature: f1. Address: .c cm69? icc. Got ?/G i; EXH I BIT A 09-'23r99 13:47 FAA 73Z 424 1006 lAWN Sl n a.Vren WVVV WORLDWIDE TELECOMMUNICATIONS, INC., hhlintift, v. CONIN]'k:RCIAL TESTING & ENGINVERIXG COMPANY, Defendant, IN THE COURT OF COMMON PLEAS OF CUMBIRLAND COUNTY, PENNSYLVANIA NO. 99-3714 CivU Term CIVIL ACTION-LAW JURY TRIAL DEMANDED VERIFICATION hereby state that I am an adult individual who is authorized to make this verification and that the :acts set forth in the forth in the foregoing Plaindfra Complaint for Damages are true to the best of my lmowledge, information and belief. I understand that false statements herein are subject .D the penalties of 18 Pa. C.S. § 49114 relating to unswotn falsification to authorities. DATEC': 9-d s-' 'e ?IoAn1Cf.. ouNWOPMWZDCa ,.WOMAff.FCtAt..com.rPo (A 4,.CZ5.1 Robat Schanee, President Wvddwide?eWA)nlmtmicWO=, Ins. TO?A .')IM 0000000000 TO:CR C.ririT/9T/T0 WORLDWIDE. TELECOMMUNICATIONS, INC., IN THE. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. NO. 99-3714 Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW .JURY TRIAL DEMANDED CERTIFICATE. OF SERVICE The undersigned certifies that on the date indicated below, I served a copy of the foregoing complaint on the following individual at the address indicated by the United States Mail, First Class, Postage Prepaid and Certified Mail. John Alulmora, Esq. Thomas, Thomas, Annslrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17108.9500 DATED: September 23, 1999 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 TIIE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. a:Unhntt'Imms\W\ R1.OWII1\(11,1111k1[I000OMMURCIAL.COW,1,16 ATTACHMENT B ............. OWRm WO'io zo g Uc)?Z W n ? d 30 w W P LC W a??!! 3 W= co 5 W G O Fz? a 3a a 1 0 0 N R 7 F- - X Q r a pa° F a v x O ., 4 81 WHOViiV WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. JURY TRIAL DEMANDED CERTIFICATE OF SERVICE The undersigned certifies that on the date indicated below, I served a copy of the foregoing complaint on the following individual at the address indicated by the United States Mail, First Class, Postage Prepaid and Certified Mail. John Alzamora, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17108-9500 DATED: September 23, 1999 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW E:Uohn\Clienw\WORI.DWID\Com xrcial\COMMERC1AL.COM.wpb WORLDWIDE TELECOMMUNICATIONS, INC. Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Tenn CIVIL ACTION-LAW Defendant. CERTIFICATE OF SERVICE I hereby certify that I have served, or caused to be a served, a true and correct copy of DEFENDANT'S PRELIMINARY OBJECTIONS TO THIRD (MISTITLED "SECOND") AMENDED COMPLAINT in the above-captioned case and the proposed Order upon each individual listed below by mailing a copy on the 18th day of October 1999, by United States Mail, First Class, Post Prepaid, addressed to that individual as follows: Janet B. Coven, Esq. C/o The Law Offices of Lawrence S. Coven 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 (Counsel for Plaintiff Worldwide ?elecommunications, Inc.) 7 John'A. Alz?(more, Esq. Thomas, T omas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Dated: October 18th, 1999 H ?l co U Y, CL y: ? IILJ ? (Il 1-• Q U O En PRAF.CIPE FOR LISTING CASE FOR ARGUMENT (Must be typewritten and submitted in duplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please list the within matter for the next: Pre-Trial Argument Court X Argument Court CAPTION OF CASE (entire caption must be stated in full) WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. NO. 99-3714 Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW No.99-3714 Civil 1999 1. State matter to be argued: (Defendant's demurrer to complaint) Worldwide Telecommunications vs. Commercial Testing & Engineering Company's Preliminary Objections to Third (Mistitled "Second") Amended Complaint 2. Identify counsel who will argue case: (a) for plaintiff: Janet B. Coven, Esq., The Law Offices of Lawrence S. Coven, 314 U.S. Highway 22 West, Suite E, Green Brook, NJ 08812, Attorneys for Plaintiff, Worldwide Telecommunications (b) for defendant: John A. Alzamora, Esq., Thomas, Thomas, Armstrong & Niesen, Suite 500, 212 Locust Street, P.O. Box 9500, Harrisburg, PA 17108, Attorneys for Defendant, Commercial Testing & Engineering Co. I will notify all parties in writing within two days that this case has been listed for argument. DATED: November 9, 1999 i/ Janet B. Coven, Esq. (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:Vohn\CItenIs\ Worldwide\CommericiallNraccipe.wpd a C: CJ? _ 11. ?. WORLDWIDE TELECOMMUNICATIONS, INC., PLAINTIFF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. COMMERCIAL TESTING & ENGINEERING COMPANY, DEFENDANT 99-3714 CIVIL TERM BEFORE BAYLEY, J. AND GUIDO, J. ORDER OF COURT AND NOW, this q%-- day of December, 1999, the preliminary objections of defendant to plaintiffs current amended complaint, Janet B. Coven, Esquire 314 U.S. Highway 22 West Suite E Green Brook, NJ 08812 For Plaintiff John A. Alzamora, Esquire 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 For Defendant Edgar B. Bayley, J. .,cam .ima?.l?ioL R{9 DISMISSED. sea 12-9-99 99 R'C -9 t, 1 l ; 51, r WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, vs. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term COMMERCIAL TESTING & CIVIL ACTION-LAW ENGINEERING COMPANY, Defendant DEFENDANT'S ANSWER NEW MATTER AND AFFIRMATIVE DEFENSES WITH NEW MATTER Defendant COMMERCIAL TESTING & ENGINEERING COMPANY (hereinafter "Defendant" or "CT&E"), by its counsel, responds to the pleading of WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter "Plaintiff' or "WTC") entitled "Second Amended Complaint for Damages" (hereinafter the "Amended Complaint") as follows: ANSWER 1. ADMITTED IN PART AND DENIED IN PART. It is Admitted that Plaintiff is incorporated in Pennsylvania. It is Denied that Plaintiff's principal place of business is in Enola, Pennsylvania. Upon information and belief, Defendant states that since 1998 the location of Plaintiff's principal place of business has been: 1045 Siddonsburg Road, Mechanicsburg, Pennsylvania. 2. ADMITTED. 3. ADMITTED IN PART. It is Admitted that Defendant signed a written contract with Plaintiff in August of 1997. With regard to the remaining allegations in Amended Complaint Paragraph 3, Defendant responds that such allegations require no response in Y that the words of the contract speak for themselves. 4. DENIED. It is denied that Plaintiff was to perform its obligations under the aforesaid contract within the state of Pennsylvania and strict proof thereof is demanded at trial. 5. NEITHER ADMITTED NOR DENIED. The words of the written contract speak for themselves. To the extent that it is alleged that any payment by Defendant is due Plaintiff, then such allegation is Denied. 6. NEITHER ADMITTED NOR DENIED. The words of the written contract speak for themselves. 7. NEITHER ADMITTED NOR DENIED. Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Amended Complaint Paragraph 7 and strict proof of such allegations is demanded at trial. 8. NEITHER ADMITTED NOR DENIED. Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Amended Complaint Paragraph 8 and strict proof of such allegations is demanded at trial. 9. NEITHER ADMITTED NOR DENIED. Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Amended Complaint Paragraph 9 and strict proof of such allegations is demanded at trial. 10. Amended Complaint Paragraph 10 is Admitted to the extent that it avers that Defendant executed a written contract with Plaintiff in August 1997 and that a copy of said contract is appended to the Amended Complaint as Exhibit A. 11. ADMITTED IN PART AND DENIED IN PART. Amended Complaint -2- Paragraph 11 is Admitted to the extent that it avers that prior to Defendant's August 1997 execution of said contract, Plaintiff and Defendant had communicated with each other. Complaint Paragraph 11 is Denied to the extent that it avers that the services which Defendant wanted from Plaintiff were eventually provided pursuant to the contract in question. 12. ADMITTED IN PART AND DENIED IN PART. The following allegation in Complaint Paragraph 12 is Denied as stated: "Before the contract was signed, CT&E had ample opportunity to request or negotiate changes in the contract; changes in the service WTC proposed; and changes in the fee WTC would expect under the contract." It is Admitted that Defendant requested no changes to the contract. 13. NEITHER ADMITTED NOR DENIED. The words of the written contract speak for themselves. 14. ADMITTED IN PART AND DENIED W PART. It is Denied that WTC performed as agreed under the contract in question. It is Admitted that on September 17, 1997 Plaintiff provided Defendant with a document entitled "A Cost Reduction Savings Proposal". It is Denied that the information contained in the document constituted information on available telecommunications rates and recommended various telecommunications programs which would save CT&E approximately $77,592. All remaining allegations in Amended Complaint Paragraph 14 are Denied and strict proof of such allegations is demanded at trial. 15. DENIED. It is Denied that CT&E utilized information in the document entitled "A Cost Reduction Savings Proposal" to renegotiate a new telecommunications program -3- from its then existing telecommunications carrier. 16. DENIED. It is Denied that CT&E utilized information in the document entitled "A Cost Reduction Savings Proposal" to renegotiate a new telecommunications program from its then existing telecommunications carrier which resulted in CT&E saving money off of its telecommunications bill and obtaining lower rates. 17. DENIED. It is Denied that CT&E utilized information in the document entitled "A Cost Reduction Savings Proposal" to renegotiate a new telecommunications program from its then existing telecommunications carrier or to obtain savings and lower rates. 18. DENIED. It is Denied that whatever new telecommunications program CT&E might have is a result of the use of the information in the document entitled "A Cost Reduction Savings Proposal" or that CT&E renegotiated a new telecommunications program with its then existing telecommunications carrier by using such information on, before or after September 17, 1997. 19. DENIED. It is Denied that CT&E renegotiated a new telecommunications program with its then existing telecommunications carrier by using the information in the document entitled "A Cost Reduction Savings Proposal" or that any use of such information resulted in savings of approximately $77, 592.00 for CT&E. 20. ADMITTED IN PART AND DENIED IN PART. It is Denied that CT&E has utilized WTC's recommendations in the document entitled "A Cost Reduction Savings Proposal" for its benefit or has implemented WTC's ideas. Amended Complaint Paragraph 20 is Admitted to the extent that it avers that CT&E has paid WTC no fee. It is Denied that such lack of payment constitutes a violation of the written contract between the parties. By -4- way of further response, CT&E states that no fee is due WTC pursuant to the contract. 21. DENIED. It is Denied that CT&E has utilized ideas, recommendations and information for its benefit as such ideas, recommendations and information may have been contained in the document entitled "A Cost Reduction Savings Proposal' provided to CT&E on or about September 17, 1997. 22. DENIED. It is Denied that CT&E has damaged WTC to the extent of $38,796 or to the extent of any amount. The remaining statements in Amended Complaint Paragraph 22 constitute conclusions of law to which no response is required. To the extent that such allegations may be deemed factual, then they are Denied and strict proof of such allegations is demanded at trial. 23. NEITHER ADMITTED NOR DENIED. It is neither Admitted nor Denied that, as alleged, WTC has incurred and will incur court costs and legal costs in bringing the instant action against CT&E. CT&E is without knowledge or information sufficient to form a belief concerning the truth of said allegation and strict proof thereof is demanded at trial. Based upon information and belief, CT&E further states that WTC attorney, Jane Coven, is representing Plaintiff in this matteron a contingency fee basis. The remaining averments in Complaint Paragraph 23 constitute a prayer for relief and therefore require no response. If such averments may be deemed allegations of fact, then they are denied. -5- Defendant, by its counsel, hereby further responds to the Complaint by alleging the following New Matter and Affirmative Defenses with New Matter: NEW MATTER tip AFFIRMATIVE DEFENSES WITH NEW MATTER NEW MATTER 24. Paragraphs 1 through 23 of this pleading are hereby incorporated by reference as if restated in full. 25. The terms "we" and "us" in the aforementioned contract refer to CT&E. 26. The terms "you" and "your" in the contract refer to WTC. 27. The contract was prepared by WTC or by a person or persons in the hire of WTC or under its direction. AFFIRMATIVE DEFENSES WITH NEW MATTER FIRST AFFIRMATIVE DEFENSE: Failure of Plaintiff to Provide Consideration Due Under Contract 28. Paragraphs 1 through 27 of this pleading are hereby incorporated by reference as if restated in full. 29. Prior to CT&E's execution of the contract in question, WTC represented to CT&E that WTC's services would include an audit of CT&E monthly local and long distance telephone invoices and bills. 30. WTC represented to CT&E that the audit would be to determine if CT&E was being overcharged or incorrectly billed by local or long distance telecommunications provider or providers serving CT&E and was to state what those overcharges and -6- overbillings were. 31. By such audit, WTC was to have provided CT&E with a report stating whether CT&E telephone invoices and bills contained among the following: charges for CT&E telephone accounts which had been discontinued, charges for CT&E telephone numbers and lines which had previously been taken out of service, charges at rates higher than the telephone service rates stated in the provider's tariff, and similarly erroneous or excessive charges. 32. WTC represented to CT&E that If, by its audit of the said invoices and bills, WTC found that CT&E had been erroneously charged by its telecommunications providers, then CT&E could apply to these providers for a refund of CT&E's overpayments to them. 33. WTC represented to CT&E that if CT&E collected aforesaid refund from the telecommunications providers, then CT&E's obligation would be to pay WTC a fee equal to one-half (50%) of the refunded amount. 34. The WTC representations averred in Paragraphs 29, 30, 32 and 33 of this pleading are also shown in the written contract appended as Exhibit A to the Amended Complaint. 35. On or about August 19, 1997, CT&E returned the signed contract to WTC and also sent WTC for audit the aforementioned CT&E telephone invoices and bills. 36. At the time WTC received the signed contract and the invoices from ME, WTC was aware that an inducement for CT&E's entrance into the contract was WTC's representation that it would audit CT&E's telephone invoices for erroneous and excessive charges. -7- 37. WTC has failed to provide CT&E with any audit report, analyses or findings about whether the aforementioned telephone invoices showed that CT&E had been overcharged by its telecommunications providers. 38. By such failure failed to provide CT&E with any audit report, analyses or findings about whether the aforementioned CT&E telephone invoices showed that CT&E had been overcharged by its telecommunications providers, WTC has materially breached its contract with CT&E by failing to perform as required under the contract. 39. Accordingly, no fee or payment is due WTC under its contract with ME and WTC is entitled to no recovery against CT&E in this action. SECOND AFFIRMATIVE DEFENSE: Failure of Condition Precedent to Defendant's Duty to Pay Plaintiff 40. Paragraphs 1 through 39 of this pleading are hereby incorporated by reference as if restated in full. 41. A condition precedent to any duty of payment by CT&E under the written contract was WTC's provision of an audit report to CT&E to state whether the telephone invoices which CT&E provided to WTC for review showed that CT&E had been overcharged or mistakenly charged by its telecommunications providers. 42. WTC has failed to provide CT&E with any audit report about whether the aforementioned telephone invoices showed that CT&E had been overcharged or erroneously charged by its telecommunications providers. 43. Accordingly, no fee or payment is due WTC under its contract with ME -8- and WTC is entitled to no recovery against CT&E in this action. THIRD AFFIRMATIVE DEFENSE: Fraud in the Inducement 44. Paragraphs f through 43 of this pleading are hereby incorporated by reference as if restated in full. 45. In order to induce CT&E to enter into the contract in question, WTC represented to CT&E that it would audit CT&E telephone invoices for erroneous and excessive charges and then provide CT&E with an audit report based upon WIC's review of the invoices. 46. At the time WTC made such representation to CT&E, the representation was false and was made by WTC with intent to deceive and defraud CT&E. 47. At the time WTC made such representation to CT&E, WTC's president was aware that the person signing the contract for CT&E would rely upon said representation in order to enter into the contract on behalf CT&E. 48. WTC has failed to provide CT&E with audit of CT&E telephone invoices for erroneous and excessive charges. 49. Accordingly, no fee or payment is due WTC under its contract with CT&E and WTC is entitled to no recovery against CT&E in this action, 50. Moreover, because of WTC failure, CT&E has been unable to recover such refunds as might be due from its telecommunications provider for erroneous or excessive charges. FOURTH AFFIRMATIVE DEFENSE: Inadequacy of Consideration 51. Paragraphs 1 through 50 of this pleading are hereby incorporated by reference as if restated in full. 52. The document entitled "A Cost Reduction Savings Proposal" provided to CT&E by WTC constitute inadequate consideration under the contract in question. 53. The document entitled "A Cost Reduction Savings Proposal" (hereinafter "Proposal") does not state how WTC arrived at its figures for the CT&E's annual cost of telecommunications service for CT&E's various telecommunications accounts. 54. Because the source and method of calculation of these figures is not explained in the Proposal, the Proposal cannot reasonably be viewed as reliable or useful in determining what savings might be realized if another telecommunication service or provider were to be selected. 55. Because no source or method of calculation is cited in the Proposal for the figures given for the CT&E's annual cost of telecommunications service, such figures must be viewed as conjectural and, accordingly, the Proposal cannot reasonably be relied upon in determining what savings might be realized if another telecommunication service or provider were to be selected by CT&E. 56. The Proposal contains various mathematical errors in its determination of what total charges CT&E might incur if it changed telecommunications providers or services. 57. Because of such errors, the Proposal cannot reasonably be relied upon in -10- determining what savings might be realized if another telecommunication service or provider were to be selected by CT&E. 58. The Proposal contains various invalid comparisons between telecommunications services and/or providers. 59. Because of such invalid comparisons, the Proposal cannot reasonably be relied upon in determining what savings might be realized if another telecommunication service or provider were to be selected by CT&E. 60. The Proposal fails to identify with reasonable specificity various telecommunications providers it is referring to. 61. Because of such lack of specificity, the Proposal cannot reasonably be relied upon in determining what savings might be realized if another telecommunication service or provider were to be selected by CT&E. 62. The Proposal fails to contain any specific recommendations as to which telecommunication provider, rate or service CT&E should choose for any of its accounts or why such provider, rate or service should be chosen. 63.. Accordingly, no fee or payment is due WTC under its contract with CT&E and WTC is entitled to no recovery against CT&E in this action. -11- WHEREFORE, Defendant, Commercial Testing & Engineering Company, hereby requests that: A. The Second Amended Complaint for Damages of Worldwide Telecommunications, Inc., be dismissed with prejudice. B. Judgment in this matter be entered for the Defendant, Commercial Testing & Engineering Company, and against the Plaintiff, Worldwide Telecommunications, Inc. C. Commercial Testing & Engineering Company be awarded attorney's fees, court costs and expenses. COMMERCIAL ESTING & ENGINEERING COMPANY By' I A. 1. D. No. Thomas T. Niesen, Esq. Attorney I.D. No. 31379 Thomas, Thomas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Telephone: 717-255-7233 R. K. Bridwell, Esq. Chief Counsel Commercial Testing & Engineering Co. 291 Fairfield, New Jersey 07004 Telephone: 973-439-0075 -12- 07/26/00 17703 0717 298 8278 TTA" ¢1002/016 WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, Va. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW VERIFI^ CATION The undersigned, Edward Yauch, deposes and says that at all times relevant to the events set forth In above-captioned complaint he was and is Vice-President for defendant Commercial Testing and Engineering Company ("defendant"), that he is authorized to and does make this verification an behalf of defendant, and that the facts and new matter set forth in the foregoing responsive pleading of defendant are true and correct to the best of his knowledge, Information and belief. The undersigned understands that any false statements herein are made subject to the penalties of 18 Pa.C.S.A. g 4904 relating to unsworn falsification to authorities. Signed•Z L E eh Vice-Pro nt Commercial Testing and Engineering Co. WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, VS. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW NOTICE TO PLEAD To Plaintiff WTC TELECOMMUNICATIONS, INC.: You are hereby notified to plead to the enclosed Defendant's Answer and the new matter contained therein within (20) days from rvice hereof or default judgment maybe entered against you. 7 John A. Alzam¢ra, Esq. Thomas T. Ni dsen, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 Counsel for Defendant Commercial Testing & Engineering Company C:1 .. [' ? V t ?'_ WORLDWIDE TELECOMMUNICATIONS, INC Plaintiff, vs. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW CERTIFICATE OF SERVICE I hereby certify that I have served, or caused to be a served, a true and correct copy of the foregoing pleading in the above-captioned case upon each individual listed below by facsimile (fax) transmission and by mailing a copy on the 29th day of December 1999, by United States Mail, First Class, Post Prepaid, addressed to that individual as follows: Janet B. Coven, Esq. c/o The Law Offices of Lawrence S. Coven 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 (Counsel for Plaintiff Worldwide Telecommunications, Inc.) ohn A. AI emora, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust Street, Suite 500 P.O. Box 9500 Harrisburg, PA 17108-9500 ,_ .:? ?,. ?: -, WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED NOTICE TO PLEAD To Defendant Commercial Testing & Engineering Company: You are hereby notified to plead to the enclosed Plaintiff's Reply to New Matter within (20) days from service hereof or default judgment may be entered against you. DATED: January 17, 2000 JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. E:\OFFICENIichael\worldwide reply to new roallecwpd WORLDWIDE TELECOMMUNICATIONS, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, V. NO. 99-3714 Civil Term COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S REPLY TO NEW MATTER Plaintiff WORLDWIDE TELECOMMUNICATIONS, INC. (hereinafter referred to as "Plaintiff' or "Worldwide"), by counsel, responds to the pleading of COMMERCIAL TESTING & ENGINEERING COMPANY, (hereinafter referred to as "Defendant" or "Commercial Testing"), entitled "Defendant's Answer, New Matter and Affirmative Defenses with New Matter" as follows: ANSWER TO NEW MATTER 1. Paragraph 27 of Defendant's pleading is ADMITTED. REPLY TO AFFIRMATIVE DEFENSES WITH NEW MATTER FIRST AFFIRMATIVE DEFENSE 2. Paragraph 29 of Defendant's pleading is ADMITTED only insofar as is stated in the written contract. 3. Paragraph 30 of Defendant's pleading is DENIED. Worldwide represented to Defendant that the audit would be to determine cost savings recommendations. Worldwide represented that it would provide a detailed report of telecommunications savings and rate E:\OFFICE\Michacl\worldwide reply to new mattawpd recommendations. 4. Paragraph 31 of Defendant's pleading is DENIED. See above regarding Paragraph 30 of Defendant's pleading. The contract specifies what the report would contain. 5. Paragraph 32 of Defendant's pleading is ADMITTED only insofar as is stated in the written contract. 6. Paragraph 33 of Defendant's pleading is DENIED. Worldwide represented that their fee would equal 50% of any amount that the Defendant could save based on the recommendations, whether or not the Defendant applied for a refund from the telecommunications providers. 7. Paragraph 34 of Defendant's pleading is ADMITTED with respect to paragraphs 29 and 32 only insofar as is stated in the written contract. Paragraph 34 of Defendant's pleading is denied with respect to paragraphs 30 and 33. 8. Paragraph 35 of Defendant's pleading is ADMITTED. 9. Paragraph 36 of Defendant's pleading is ADMITTED only insofar as is stated in the written contract. 10. Paragraph 37 of Defendant's pleading is DENIED. The report titled, "A Cost Reduction Savings Proposal" was provided to the Defendant. The report detailed the differences between the Defendant's current telephone plans and plans under which the Defendant could realize savings. 11. Paragraph 38 of Defendant's pleading is DENIED. By providing said report, Worldwide has performed under its contract with the Defendant. 12. Paragraph 39 of Defendant's Pleading is DENIED. Worldwide is entitled to its fee EAOFFICENichael\worldwidc reply to new malrer.wpd as defined in the contract. SECOND AFFIRMATIVE DEFENSE 13. Paragraph 41 of Defendant's Pleading is DENIED. The condition precedent to Defendant's duty to pay Worldwide was the report provided by Worldwide that made cost savings recommendations to the Defendant pursuant to the written contract. 14. Paragraph 42 of Defendant's Pleading is DENIED. Worldwide has provided the aforementioned report to the Defendant. 15. Paragraph 43 of Defendant's Pleading is DENIED. Worldwide is entitled to its fee as defined in the contract. THIRD AFFIRMATIVE DEFENSE 16. Paragraph 45 of Defendant's Pleading is ADMITTED. 17. Paragraph 46 of Defendant's Pleading is DENIED. Worldwide represented that they would provide a report to the Defendant making cost savings recommendations. Worldwide provided such a report. 18. Paragraph 47 of Defendant's Pleading is ADMITTED. 19. Paragraph 48 of Defendant's Pleading is DENIED. Worldwide used invoices provided by the Defendant which resulted in the report provided to the Defendant. 20. Paragraph 49 of Defendant's Pleading is DENIED. Worldwide is entitled to its fee as defined in the contract. 21. Paragraph 50 of Defendant's Pleading is DENIED. FOURTH AFFIRMATIVE DEFENSE 22. Paragraph 52 of Defendant's Pleading is DENIED. E10FFICF\Michae1\wor1dwidc reply to new matter.wpd 23. Paragraph 53 of Defendant's Pleading is DENIED. 24. Paragraph 54 of Defendant's Pleading is DENIED. Worldwide is under no obligation to provide the source or method of the recommendations made in the report. 25, Paragraph 55 of Defendant's Pleading is DENIED. 26. Paragraph 56 of Defendant's Pleading is DENIED. 27. Paragraph 57 of Defendant's Pleading is DENIED. 28. Paragraph 58 of Defendant's Pleading is DENIED. Any such errors in the report provided by Worldwide, if any, do not effect the adequacy of the consideration of the contract. 29. Paragraph 59 of Defendant's Pleading is DENIED. 30. Paragraph 60 of Defendant's Pleading is DENIED. 31. Paragraph 61 of Defendant's Pleading is DENIED. 32. Paragraph 62 of Defendant's Pleading is DENIED. 33. Paragraph 63 of Defendant's Pleading is DENIED. Worldwide is entitled to its fee as defined in the contract. WHEREFORE, Worldwide Telecommunications, Inc, prays that: A. Judgment be entered against Commercial Testing for $38,796.00 plus interest, attorney's fees, costs of suit plus any additional amounts proven at trial. B. Plaintiff have such other, further and different relief as the law may allow and this Court deem just and proper. EAOFFICE\Michael\worldwide reply to new maaecwpd 4 DATED: January 17, 2000 Q(/Y? f62 6" U JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. EACIFFICEWichael\worldwide reply to new matter.wpd 1 N -? l cc, w ? W ?fl Ll. U a ? U °a'a' °V ac a9. _f vn ,oc vcv aoou wnw,we Wten f R? aBVVa W ORLI l) VWE IN THE COURT OR COMMON CELECr.)MMUNICATIONs, INC., PLEAS OF CU11M6lLAND COUNTY, PENNSYLVANIA F laintiff, X0. W3714 C'Ivf1 Term V. CIVIL ACTION-LAW COMM'&RCIAL TESTING & WRING COA1PAAW, JURY TRIAL DEMANDED I lefendant. VERWICATtON I hareby state that I am an adult individual who is authorized to mate this verifleation std that the e,.ts set forth in the forth in the foregoing Plaintiff's Reply to New Ivfattcr are true to the best of r. t!i knowledge, information and belief. I understand that false staMenents heroin ate i subject the pcnaltics of 18 Pa. C.S. §4904 relating to unsworafalsificsdon to authorities, I, DATEL :; 111110c) Ro R Sohaaar, Praideat worldwide TeleCommuniations, Ino. E WFFICL NixhwNerldnid...py to mw ?,wtw wpd 6 TO 39tid 01M 0000000000 LT:TT 0006/LT/T0 r co ' - L ro ,. - J LIJ 0- 1.1_ ?'' O O U WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff, V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3714 Civil Term CIVIL ACTION-LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE The undersigned certifies that on the date indicated below, 1 served a copy of the foregoing Reply to New Matter on the following individual by facsimile transmission and at the address indicated by the United States Mail, First Class, Postage Prepaid: John Alzamora, Esq. Thomas, Thomas, Armstrong & Niesen 212 Locust St. Suite 500 PO Box 9500 Harrisburg, PA 17108-9500 DATED: January 17, 2000 U JANET B. COVEN (Attorney ID No. 63214) 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 THE LAW OFFICES OF LAWRENCE S. COVEN ATTORNEYS FOR PLAINTIFF, WORLDWIDE TELECOMMUNICATIONS, INC. EAOFFICENichaenworldwide reply to new matter.wpd r ?= ?, Q ?'. r J ! ? .. `_' :J ` - '' S.L - -- ` is w i. . 3 __ rt a ?• n , ?. p C7 Kevin L. Connors, Esquire 300 North Pottstown Pike Suite 210 Exton, Pa 19341 (610) 594-8604 WORLDWIDE TELECOMMUNICATIONS, INC., Plaintiff Attorney for Plaintiff, Worldwide Telecommunications, Inc. Attorney ID # 52819 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V. COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant NO: 99-3714 WITHDRAWAL OF APPEARANCE TO THE PROTHONOTARY: Kindly withdraw the appearance of Janet B. Coven, Esquire, on behalf of Plaintiff, Worldwide Telecommunications, Inc., in the above-captioned civil action. Respectfully submitted, Date: f!/ ?? Z00? BY 9LWj ,B, lov+' JANE B. COVEN, ESQUIRE Law Offices of Lawrence S. Coven 315 US Highway 22 West Suite E Green Brook, NJ 08812 ENTRY OF APPEARANCE TO THE PROTHONOTARY: of Worldwide Kindly enter the appearance of Kevin L. ConnoZINESQUIRE Telecommunications, Inc., in the above-captioned civil action, Date: - BY: KE Al omey for Plaintiff, Worldwide Telecommunications, Inc. J 1 ?_) Lawrence S. Coven, Esq. 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 (732) 424-1000 WORLDWIDE TELECOMMUNICATIONS, INC., V. Plaintiff C04IMERCIAL TESTING & ENGINEEERING Defendant Attorney for the Plaintiff, Worldwide Telecommunications, Inc Attorney ID# : IN THE COURT OF COMMON : PLEAS : CUMBERLAND COUNTY, :PENNSYLVANIA NO. 99-3714 WITHDRAWAL OF APPEARANCE TO THE PROTHONOTARY: Kindly withdraw the appearance of Kevin L. Connors, Esq., on behalf of Plaintiff, Worldwide Telecommunications, Inc., in the above-captioned civil action. DATE: ?/ A submitted, /IN CONNERS, ESQUIRE North Pottstown Pike Suite 210 Exton, PA 19341 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter the appearance of Lawrence S. Coven, Esq., on behalf of Worldwide Telecommunications, Inc., in the above-captioned civil action. Date: ?y b BY'_? -LAWRENCE S. COVEN, ESQ. Attorney for the Plaintiff, Worldwide Telecommunications,lnc } Lo } c' 2 i _7 'in ! zi Qi , I 1.6J L. 1 J if Cl a iI a o o U Lawrence S. Coven, Esq. 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 (732) 424-1000 WORLDWIDE TELECOMMUNICATIONS, INC., V. Plaintiff COMMERCIAL TESTING & ENGINEERING COMPANY Defendant Attorney for the Plaintiff, Worldwide Telecommunications, Inc Attorney ID# : IN THE COURT OF COMMON : PLEAS : CUMBERLAND COUNTY, :PENNSYLVANIA : NO. 99-3714 WITHDRAWAL OF APPEARANCE TO THE PROTHONOTARY: Kindly withdraw the appearance of Lawrence S. Coven, Esq. on behalf of Plaintiff, Worldwide Telecommunications, Inc., in the above-captioned civil action. R cc y submitt, DATE: AWRENCE S. C EN, ESQ. 314 U.S. Highway 22 West Suite E Green Brook, New Jersey 08812 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter the appearance of Stephen Beaudoin, Esq. on behalf of Worldwide Telecommu ica ions, Inc., in the above-captioned civil action. Date: Y CT B ?AKPIIEN , ESQ. Reger & Rizzo 1 150 First Avenue King of Prussia, PA 19406 Attorney for the Plaintiff, Worldwide Telecommunications, Inc. ?" 01 c ? ? l?T _I' - l.? _ - 1 J -?.l _ Cil L^. s ?:> :? 7 l . (1 ?.i? t.] 7 .. C) THE LAW OFFICE OF JANET B. COVEN, P.C. Attorney ID # 63214 314 U.S. Highway 22 West Suite E Green Brook, N.J. 08812 (732) 424-1000 Attorneys for Plaintiff, WORLD WIDE TELECOMMUNICATIONS, INC. WORLDWIDE IN THE COURT OF COMMON TELECOMMUNICATIONS, INC.. PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff. NO. 99-3714 Civil Term V. CIVIL ACTION-LAW COMMERCIAL TESTING & ENGINEERING COMPANY, Defendant. WITHDRAWAL OF APPEARANCE TO THE PROTHONOTARY: Kindly withdraw the appearance of Stephen Beaudoin, on behalf of Plaintiff, Worldwide Telecommunications, Inc., in the above-captioned civil action. DATE: JUNE 20, 2002 Respectfully submitted, STEPHEN BEAUDOIN, ESQ REGER & RIZZO 1150 First Ave King of Prussia, P.A. 19406 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter the appearance of Janet B. Coven, on behalf of Worldwide Telecommunications, Inc., in the above-captioned civil action. DATE: JUNE 20, 2002 BY: JANET B. COVEN, ESQ. Attorney for the Plaintiff, Worldwide Telecommunications, Inc. or acr.,,.?.. o? U? _' r r S