HomeMy WebLinkAbout03-5110MOREFIELD COMMUNICATIONS, INC., :
Plaintiff :
¥. :
NETCOMM SOLUTIONS, INC. & :
GREGORY L. MAUCHAMER, :
:
Defendants :
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CiVIL ACTION No. C-~"' 5"~10 C[In'/
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 COURT ADMINISTRATOR
Courthouse, Fourth Floor
Carlisle, PA 17013
(717) 240-6200
488760.1
MOREFIELD COMMUNICATIONS, INC.,
Plaintiff
V.
NETCOMM SOLUTIONS, INC. &
GREGORY L. MAUCHAMER,
Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION No.
JURY TRIAL DEMANDED
AVISO
USTED HA SIDE DEMANDADO/A EN CORTE. Si usted desea defenderse de las
demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los
pmximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando
personalmente o por medio de tm abogado una comparecencia escrita y radicando en la Corte por
escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le
advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede
proceder sin usted y tm fallo por cualquier smna de dinero mclamada en la demanda o cualquier otra
reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte
sin mas aviso adicional. Usted puede perder dinem o propiedad u otros derechos importantes para
usted.
USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO
INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A
UNO, LLAME O VAYA A LA SIGU1ENTE OFICINA PARA AVERIGUAR DONDE PUEDE
ENCONTRAR ASISTENCIA LEGAL.
CUMBERLAND COUNTY COURT ADMINISTRATOR
Courthouse, Fourth Floor
Carlisle, PA 17013
(717) 24046200
Demi F. Piermattei, Esquire
Al~.orney I.D. No. 53847
Stephanie E. DiVittore, Esquire
Attorney I.D. No. 85906
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Morefield Communications, Inc.
MOREFIELD COMMUNICATIONS, INC.,
Plaintiff
V.
NETCOMM SOLUTIONS, 1NC. &
GREGORY L. MAUCHAMER,
Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CWIL ACTION No. (6)~ ~- 3"//o
JURY TRIAL DEMANDED
COMPLAINT
NOW COMES the Plaintiff Morefield Communications, Inc. ("Morefield") by and
through its attorneys, Rhoads & Sinon LLP, and files the within Complaint stating as follows:
1. Morefield is a Pennsylvania business corporation with its principal place of
business located at 35 North 35th Street, Camp Hill, Cumberland County, Pennsylvania 17011.
Morefield is engaged in the business of designing and constructing communication systems for
businesses and organizations, including voice, data and audio/video systems. Morefield's
construction of commercial commnnication systems involves the use of LAN/WAN
communication systems. John D. Morefield is the President of Morefield.
2. Defendant NetComm Solutions, Inc. ("NetComm") is a Pennsylvania corporation
with its principal place of business located at 5275 Trindle Road, Mechanicsburg, Cumberland
County, Pennsylvania 17050-3552. NetComm is also in the business of designing and
constructing commercial communication systems including LAN/WAN communications
systems. NetComm is a direct competitor of Morefield.
3. Defendant Gregory L. Mauchamer is an adult individual with an address of 252
Roxbury Road, Newville, Cumberland County 17241. Until on or about September 12, 2003,
Mr. Mauchamer was employed by Morefield.
4. This action arises under the laws of the Commonwealth of Pennsylvania and is
within the subject matter of this Court. This Court has personal jurisdiction over each defendant
pursuant to Section 5301(a) of the Judicial Code, 42 Pa.C.S.A. §5301(a). Venue is proper
pursuant to Rules 1006 and 2179 of the Pennsylvania Rules of Civil Procedure.
5. Beginning in approximately 1996, Morefield hired Mr. Mauchamer as an hourly
employee. As part of his job position, Mr. Mauchamer was responsible for repairs and
troubleshooting for Morefield's LAN/WAN systems.
6. In December, 2000, Momfield posted a job description for an opening within its
company for a LAN/WAN Design Engineer. (A copy of the Job Description is attached hereto
as Exhibit "A" and incorporated herein by reference).
7. The position of LAN/WAN Design Engineer required, as its primary function, an
individual with LAN/WAN design training who would be responsible for working with existing
and potential customers to sell, design and construct LAN/WAN communications systems.
(Exhibit A). Specifically, the LAN/WAN Design Engineer would travel to customer locations
and work to provide price quotations for new systems and upgrades to existing systems.
8. The LAN/WAN Design Engineer provided all technical guidance and support to
Sales Representatives in soliciting new customers or soliciting business through sales to existing
customers and interacted with the customers or potential customers on a regular basis.
9. Mr. Mauchamer applied for the position of LAN/WAN Design Engineer and, by
letter dated January 30, 2001, Morefield confirmed that Mr, Mauchamer was selected for the
position. (A copy of the January 30, 2001 Correspondence is attached hereto as Exhibit "B" and
incorporated herein by reference).
10. In accepting the position, Mr. Mauchamer was hired as salaried employee of
Morefield, receiving an increase in pay of approximately $13,000.00. Pursuant to the job
description, the position of LAN/WAN Design Engineer was a salaried position exempt from the
provisions of the Fair Labor Standards Act, 29 U.S.C. §§201 et seq.
11. In accordance with the responsibilities of the LAN/WAN Design Engineer to
meet with customers and solicit business, as well as the involvement with system pricing and
other information, award of the position to Mr. Mauchamer was contingent upon Mr.
Mauchamer's agreement to execute an employment agreement.
12. Accordingly Mr. Mauchamer executed an employment agreement dated January
29, 2001 ("Employment Agreement"). (A copy of the Employment Agreement is attached
hereto as Exhibit "C" and incorporated herein by reference).
13. The Employment Agreement contained a provision pursuant to which Mr.
Mauchamer agreed not to compete with Morefield in the communications system industry in
Morefield's primary service area. Specifically, the Employment Agreement provides:
Upon the termination of employment with Employer, regardless of the reason,
cause or occasion for such termination, Employee shall not, either directly or
indirectly, for a period of two years next following the date of such termination,
compete with Employer within Employer's Prime Service Area as outlined on the
map attached hereto, either on his own account or as a partner or joint venturer or
as an employee, broker, agent, producer or salesman for any other person, firm or
corporation, or as an officer, director or stockholder ora corporation or otherwise.
Employee further a~'ees that upon such termination, he will not either directly or
indirectly, for a period of two years next following the date of such termination, in
competition with Employer, canvass, solicit, service or accept any business from
or for any customer of Employer at the date of such termination or which has
been a customer of Employer at any time during the twelve months immediately
preceding such termination. It is agreed that the two-year restriction period shall
be extended by the length of any period for which Employee may be adjudged to
have been in violation of any of the terms of this Paragraph 6.
(Exhibit C -- Employment Agreement, ¶6).
14. From February, 2001 through September 12, 2003, Mr. Mauchamer performed his
obligations as a LAN/WAN Design Engineer with Morefield, and Morefield fulfilled all of its
obligations to Mr. Mauchamer as an employee as required by Pennsylvania law and the
Employment Agreement.
15. During this period, Mr. Mauchamer acquired knowledge and information about
Morefield's business including its customers, customers' needs, and pricing policies (collectively
the "Momfield Proprietary Information").
16. Mr. Mauchamer met fi-equently with Morefield's existing and potential customers
and was involved in discussions regarding system design, construction and pricing in accordance
with the existing and potential customers' needs and abilities. As a result, customers became
closely acquainted with Mr. Mauchamer as a Morefield employee, associating Mr. Mauchamer,
at all times, with Morefield and its construction and design abilities.
17. The Morefield Proprietary Information was developed during Morefield's
approximately 60 years of operations in Pennsylvania and is confidential, not known to any of
Morefield's competitors.
18. Morefield uses the Proprietary Information in furtherance of its communications
design business. The Proprietary Information gives Morefield an advantage over its competitors
in the communication design business.
19. As a general matter the Morefield Proprietary Information is not made known to
others outside of Morefield and generally known only to certain Morefield employees, but not
made known to all Morefield employees. Morefield has employed, and continues to employ,
measures to preserve the secrecy of the Proprietary Information.
20. The Morefield Proprietary Information has independent economic value from not
being generally known to, and not being readily ascertainable through proper means by, other
persons who would gain economic value from its disclosure or use. The Morefield Proprietary
Information is not easily acqnired by others because the information is not commonly known in
the industry.
21.
Morefield.
In September, 2003, Mr. Mauchamer voluntarily quit employment with
22. Despite the Employment Agreements which expressly prohibits Mr. Mauchamer
from direct or indirect competition with Morefield, including as an employee of a competing
business, Morefield believes based on statements made by Mr. Mauchamer, that Mr. Mauchamer
has accepted a position of an employee of Defendant NetComm Solutions, Inc., a direct
competitor of Morefield.
23. Mr. Mauchamer has represented that he will be performing LAN/WAN design,
construction and pricing services for NetComm and will be employed in a similar capacity as his
employment at Morefield as Morefield's LAN/WAN Design Engineer -- in the Prime Service
Area as detailed by Morefield in the Employment Agreement.
24. At the time Mr. Mauchamer announced that he would be leaving his employment
with Morefield, he specifically requested that Morefield release him from his covenant not to
compete. At that time, Morefield clearly informed him that he would not be released from his
covenant not to compete,
25. Additionally, upon learning of Mr. Mauchamer's employment with NetComm,
Morefield, acting through counsel, provided notification to NetComm and Mr. Mauchamer that
such employment violated the terms of Mr. Manchamer's Employment Agreement and that if he
began working for NetComm, Morefield intended to enforce the terms of the Employment
Agreement, specifically Mr. Mauchamer's agreement not to compete with Morefield in the
Prime Service Area for a period of two years. (A copy of the Correspondence is attached hereto
as Exhibit "D" and incorporated herein by reference).
26. It is believed and therefore averred that Mr. Mauchamer has improperly and
without the approval of Morefield provided the Morefield Proprietary Information to NetComm.
It is also believed and therefore averred that NetComm agreed to hire Mr. Mauchamer because of
his knowledge of the Morefield Proprietary Information, as well as his experience with
Morefield's customers.
27. Defendants knew, or should have known, that the Morefield Proprietary
Information was (a) derived from or through persons who has used improper means to acquire it,
(b) acquired under circumstances giving rise to a duty owed by him to maintain the Proprietary
Information in confidence and to limit its use and/or (c) derived from or through persons who
owed Morefield a duty to maintain its secrecy and its use.
28. The harm caused to Morefield, moreover, by Defendants' conduct as set forth in
this Complaint is not adequately measurable or otherwise ascertainable; thus Morefield has no
adequate remedy at law and has been irreparably harmed insofar as it cannot be compensated by
damages.
29. Unless Defendants' conduct as set forth herein is enjoined, they will continue to
cause immediate and irreparable harm to Morefield.
30. The requested injunctive relief, both preliminary and permanent, is necessary to
prevent greater harm than would occur if Defendants' conduct is not stopped, and injunctive
relief will restore the parties to the status quo that existed prior to Defendants' wrongful conduct.
31. As set forth in the Motion for Preliminary Injunction filed on behalf of Morefield,
preliminary injunctive relief is appropriate here, as here, Morefield has demonstrated that
Defendants' conduct is actionable, there is a likelihood of success on the merits of Morefield's
claims, injunctive relief will restore the parties to the status quo prior to the unlawful activity,
injunctive relief is reasonably suited to abate the unlawful activity, and greater injury will result
from the refusal to issue such relief, a preliminary injunction is proper.
32. Permanent injunctive relief is appropriate in this case
COUNT I - BREACH OF CONTRACT
(Morefield Communications, Inc. v. Mauchamer)
33. Morefield incorporates Paragraphs 1 through 32 above.
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34. In exchange for valuable consideration, Defendant Gregory Mauchamer executed
an Employment Agreement wherein he specifically agreed to refi'ain from competing -~ directly
or indirectly -- with Morefield in the commtmications design and construction business in
Momfield's Prime Service Area for a period of two years. (Exhibit C, ¶6).
35. Notwithstanding this express obligation, by agreeing to employment with
NetComm, a direct competitor of Morefield in the Prime Service Area, Defendant Mauchamer is
directly competing with Morefield in the relevant market within the two-year restrictive period.
36. Morefield did not authorize, in writing or otherwise, Mauchamer to compete with
Momfield by providing communications services with NetComm.
37. As a direct result of this unlawful and inappropriate competition, Morefield has
suffered and, if relief is not granted, will continue to suffer substantial and irreparable injury for
which it lacks an adequate, complete remedy at law.
38. Further, Morefield has goodwill and a business reputation to protect with respect
to its communications customers. These customers rely on the Morefield and its employees, and
by breaching the Employment Agreement and agreeing to employment with a direct competitor,
Morefield is irreparably harmed.
39. Additionally, damages will be quite difficult to calculate and speculate. As a
result, Morefield has no adequate remedy at law to recover its damages.
WHEREFORE, Morefield Communications, Inc., respectfully requests that this Court
award judgment in its favor and against Defendant Gregory L. Mauchamer, enjoining him from
further competition with Morefield by providing communications system design and
8
construction services with NetComm Solutions, Inc. in Morefield's Prime Service Area for a
period of two years. Morefield Communications, Inc. also respectfully requests that this Court
award it damages, to the extent ascertainable, in an amount in excess of $25,000.00, together
with interest, costs, attorneys' fees and any other relief that this Court deems appropriate.
40.
COUNT II - MISAPPROPRIATION OF TRADE SECRETS
(Morefield Communications, Inc. v. Mauchamer)
Morefield incorporates Paragraphs 1 through 39 above.
41. As set forth more fully above, it is believed and averred that Mr. Mauchamer has
improperly and without Morefield's approval, provided the Morefield Proprietary Information to
NetComm, and NetComm agreed to hire Mr. Mauchamer because of this knowledge of the
Morefield Proprietary Information, his experience with Morefield's customers, and his
agreement to provide the that information to NetComm.
42. The foregoing actions of Defendant Mauchamer constitutes willful and malicious
misappropriation of Momfield Proprietary Information in violation of Pennsylvania common law
of trade secret misappropriation.
43. By reason of the foregoing, Morefield has suffered and, if relief is not granted,
will continue to suffer substantial and irreparable injury for which it lacks an adequate, complete
remedy at law.
44. The actions of Defendant Mauchamer constitute conversation and
misappropriation of the Morefield Proprietary Information.
45. Morefield is entitled to injunctive relief prohibiting the communication of any
Morefield Proprietary Information, as well as damages, to the extent ascertainable, to
9
compensate Morefield for the loss of business and injury to goodwill and reputation caused by
Mauchamer's misappropriation of Proprietary Information.
WHEREFORE, Morefield Communications, Inc., respectfully requests that this Court
award judgment in its favor and against Defendant Gregory L. Mauchamer, enjoining him from
further disclosure of Morefield Proprietary Information. Morefield Communications, Inc. also
respectfully requests that this Court award it damages, to the extent ascertainable, in an amount
in excess of $25,000.00, together with interest, costs, attorneys' fees and any other relief that this
Court deems appropriate.
46.
COUNT III - UNFA/R COMPETITION
(Morefield Communications, Inc. v. NetComm Solutions, Inc.)
Morefield incorporates Paragraphs 1 through 45 above.
47. The aforesaid action of Defendant NetComm, in agreeing to hire Mr. Mauchamer
in exchange for Mr. Mauchamer's agreement to provide NetComm with Morefield Proprietary
Information constitutes common law unfair competition.
48. NetComm's actions are willful, intentional and unprivileged and have caused, and
are causing, irreparable harm as well as monetary damages to Morefield.
WHEREFORE, Morefield Communications, Inc., respectfully requests that this Court
award judgment in its favor and against Defendant NetComm Solutions, Inc., enjoining it from
use or disclosure of Morefield Proprietary Information. Morefield Communications, Inc. also
respectfully requests that this Court award it damages, to the extent ascertainable, in an amount
in excess of $25,000.00, together with interest, costs, attorneys' fees and any other relief that this
Court deems appropriate.
10
49.
COUNT IV - MISAPPROPRIATION OF TRADE SECRETS
(Morefield Communications, Inc. v. NetComm Solutions, Inc.)
Morefield incorporates Paragraphs l through 48 above.
50. As set forth more fully above, it is believed and averred that NetComm hired Mr.
Mauchamer in exchange for Mr. Mauchamer's agreement to provide NetComm with that
information, as well as hi experience with Morefield's customers.
51. It is believed and therefore averred that NetComm has that information and will
utilize it to solicit customers in direct competition with Morefield.
52. The foregoing actions of NetComm constitute willful and malicious
misappropriation of Morefield Proprietary Information in violation of Permsylvania common law
of trade secret misappropriation.
53. By reason of the foregoing, Morefield has suffered and, if relief is not granted,
will continue to suffer substantial and irreparable injury for which it lacks an adequate, complete
remedy at law.
54. The actions of NetComm constitute misappropriation of the Morefield Proprietary
Information.
55. Morefield is entitled to injunctive relief prohibiting the communication of any
Morefield Proprietary Information, as well as damages, to the extent ascertainable, to
compensate Morefield for the loss of business and injury to goodwill and reputation caused by
the misappropriation of Proprietary Information.
11
WHEREFORE, Morefield Communications, Inc., respectfully requests that this Court
award judgment in its favor and against Defendant NetComm Solutions, Inc., enjoining it from
any use or disclosure of Morefield Proprietary Information. Morefield Communications, Inc.
also respectfully requests that this Court award it damages, to the extent ascertainable, in an
amount in excess of $25,000.00, together with interest, costs, attorneys' fees and any other relief
that this Court deems appropriate.
56.
COUNT V - TORTIOUS INTERFERENCE WITH CONTRACT
0Morefield Communications, Inc. v. NetComm Solutions, Inc.)
Morefield incorporates Paragraphs 1 through 55 above.
57. NetComm knew that Defendant Mauchamer executed an Employment Agreement
with Morefield wherein Defendant Mauchamer specifically agreed that he would not compete
with Morefield in its Prime Service Area for a period of two years following the end of his
employment by, among other things, working as an employee of Morefield's customers.
(Exhibit D).
58. Despite this knowledge, however, NetComm agreed to employ Mr. Mauchamer in
its business, in direct competition with Morefield.
59. These actions by NetComm constitute tortious interference with Momfield's
contractual relationships. NetComm took this action with the intent to cause the breach of the
contract between Mauchamer and Morefield, and NetComm's action were not privileged or
justified.
60. As a result of this conduct, Morefield is entitled to injunctive relief prohibiting the
employment of Mr. Mauchamer in a communication system design, construction or pricing
12
position for NetComm of any Morefield Proprietary Information, as well as damages, to the
extent ascertainable, to compensate Morefield for the loss the breach of the Employment
Agreement.
WHEREFORE, Morefield Communications, Inc., respectfully requests that this Court
award judgment in its favor and against Defendant NetComm Solutions, Inc., enjoining it
employing Gregory Mauchamer in its communication system business for a period of two years.
Morefield Communications, Inc. also respectfully requests that this Court award it damages, to
the extent ascertainable, in an amount in excess of $25,000.00, together with interest, costs,
attorneys' fees and any other relief that this Court deems appropriate.
COUNT VI -INTERFERENCE WITH CONTRACT/BUSINESS RELATIONSHIPS
(Morefleld Communications, Inc. v. NetComm Solutions, Inc.)
61. Morefield incorporates Paragraphs 1 through 60 above.
62. The aforesaid actions by NetComm -- employing Mr. Mauchamer in order to
obtain Morefield's customer lists, knowledge of Morefield's customers' requirements and needs
and Morefield's pricing system -- was for the sole purpose of soliciting Morefield's customers as
its own and interfering with the contracts and business relationships existing between Morefield
and its customers.
63. This conduct by NetCornm constitutes a tortious interference with Morefield's
existing and prospective contracts.
64. NetComm's conduct was not privileged or justified, but has instead been
malicious, reckless, willful, oppressive and intentional. As a result, NetComm's actions are in
direct violation of Pennsylvania law.
13
65. As a result of this conduct, Morefield is entitled to injunctive relief prohibiting the
solicitation of Morefield customers utilizing Defendant Mauchamer and/or any information
provided to NetComm by Defendant Mauchamer regarding Morefield's customers,
communication design systems and pricing, as well as damages.
WHEREFORE, Morefield Communications, Inc., respectfully requests that this Court
award judgment in its favor and against Defendant NetComm Solutions, Inc., enjoining it from
solicitation of Morefield customers through Defendant Mauchamer or through use of any
information obtained from Defendant Mauchamer. Morefield Communications, Inc. also
respectfully requests that this Court award it damages, to the extent ascertainable, in an amount
in excess of $25,000.00, together with interest, costs, attorneys' fees and any other relief that this
Court deems appropriate.
Respectfully Submitted,
RHOADS & SINON LLP
~.g(-~hanie E. DiVittore
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Morefield Communications, Inc.
14
117 ~31 §637+ RItOADS $INON LLP 1~01~
VERIFICATION'
Kenneth Mathias, deposes and says, subjoct W the Penalties of 1~ PaC.S.A. §4!)04 rola~.,ug
w tmsworn falsii~.:ation to authorities, that he is the Director of Engineerin~ of Morefield
CommtmJcal/on~, I. ac., that he makes th/s vedfical/on by its authority and that the fact,~ set fc~.h in
the foregoing Compla/nt are tr~ and correct w the best ofh/s k~owledgc, informat/on and belief
Mor~ficld Communications, I~c.
Kemaeth M,aflaias
Job Description
Job Title: LANfWAN Design Engineer
Reports To: Director of Engineering
FLSA Status: Exempt
Department: Engineering Department
Location: Camp Hill, PA
Date: December 28, 1999
Summary: The LAN/WAN Design Engineer will be responsible for pre-sale and post-sale
engineering functions with respect to product codes 7 and 8. Additional functions will include
consultative support for the data networking Sales Representatives, new product investigation,
standards and practices development, and field technician support.
Essential Duties and Responsibilities include the following. Other duties may be
assigned.
1. Data Engineering Process
· Translates detailed scope of work provided by Sales Representative and data liaison
into product quote which includes:
· Part list and labor allowances with cost.
· Network diagram
· Reviews orders for part list accuracy.
· Reviews completedjobs for initial quote accuracy and improvement.
· Standardizes and documents process.
· Provides technical expertise to Sales Representatives/liaison as needed.
· Accompanies Sales Representatives on customer sales calls.
· Participate in defining Standards and Practices for Morefield Communications
products and services.
· Provides tier II SAC type support for data products to Technicians and customers.
1. Product management
· Interface with vendor representatives to perform the following:
· Keep abreast of new products, product changes, and product retirements.
· Maintain current documentation.
· Obtain support for questions or problems.
· Facilitate and/or provide training as needed.
I. Product Staging
· Assists Operations with staging new product prior to customer delivery.
· Resolves any problems uncovered during staging.
1. NewProduct Investigation/Introduction
· Assists Director in investigation and testing of new products
· Assists with investigations into new products or product areas. Investigates hardware
requirements, helps implement test environments and documents findings.
· Assists inrollout
· Performs documentation and training
Environmental Conditions: While performing the duties of this job the employee is
occasionally exposed to wet or humid conditions (non-weather), work near moving mechanical
parts, work in high, precarious places, fumes or airborne particles, toxic or caustic chemicals,
extreme heat and cold (non-weather), and vibration. The employee is frequently exposed to the
risk of electrical shock.
January 30, 2001
Gregopg L. Maucharncr
252 l~oxbury Road
Newville, PA 17241
Dear Greg,
I am pleasze, d to cortfirm your promotion to the position of LANIWAN Dqsign Engineer effective
Monday, February 5, 2001. The position description is enclosed.
This is a salaried, exempt position mad your ncw salary will be $48,000 aYanually Your regular
annual review date for future performance reviews is changed to Februar~ 5. As a member of the
Engineering Department, you will not be provided with a company vehicle as you have in the
Operations Dcpartn-tent. This change will become effective by April I, 2001.
Enclosed is our "Employment Agreement" for your signature. Signing the
Agreement is a necessary part of this job offer. Please sign this letter, the 1~
and attachments, and return them to me indicating your acceptance of'this
Congratulations! We arc looking forward to the contribntions you will m
Employment
mployment Agreement
fief.
kc to Morefield
Communications and hope you will fred your new position challenging mkd rewazding.
Sincerely,
Janis Glosenger
Human Resoumcs Manager
accept the p?sltion o£LANfWAN ~)esi~ma Engineer with Moreficld Comrr unications
35 No,ih 351h 51reel · Ct~mp Hill: PA 17011 - Telepho,c= {717J 761-6170 -/o~. (717) 763-6964
E1VH?LO~NTAGREEMENT
AGREEMENT made this 29th day of January, 2001. blat'ween MOREFIELD
COMMUNICATIONS, INC., 35 North 35th Street, Camp Hill, Permsy~vania (hereinafter called
"Employer"), and Gregory L. Mauchamer, (hereinafter called "Employee").
1 Employer hereby employs Employee and Employee hereby accepts employment with
Employer as LAN/WAN Design Engineer. Employee s dutaes shall be those set forth on
· I
the Job Description Schedule attached hereto and such other duties_as Employer may from
time to time .-~sign to Employee.
2. Employee shall devote f~lll time, attention and best efforts to the~ithful discharge of such
duties. Employee shall not engage in any employment or activi~ that is La competition
with Employer, and shall not engage in any employment during non-working hours
without the express written consent of Employer.
Employer shall pay to Employee the compensation set forth on the Compensation
Schedule attached hereto. Employee shall also be entitlc<t to the employment benefits set
forth in the Employee I-Iandbook issued to all employees. It is expressly understood and
agreed that the compenSation and employment benefits may be altered by Employer at any
time without the consent of Employee. Compensation Sche~lule is incorporated in
employment offer letler dated January 29, 2001, which is atlache4tb this Agreement.
/
In the performance of duties, Employee may be provided with}°°ls, parts, equipment,
vehicles, manuals and other items. It is understood an~ agreed[that, unless specifically
excepted, all of such items shall be and remain the exclusive property of Employer,
Employee shall exercise due care in the use of such. items a~d shall return them to
Employer upon request or upon termination of employment, 1
During th,e term of employment, Employee may acquire knowledge or information about
Employer s business, pricing policies, customers, customers'[equipment, customers'
needs and other matters not of common or public knowledge. Asia.result, Employee may
be solicited to divulge such k~owledge or ixfformmion or to accept employment with a
..~$:o,,.er. ;,~th a p'zrsnr, or e~' s~-~kLug to co business w~th/ a customer, or with a
person or entity in competition with Employer. Employee agrees that such knowledge or
information is confidential and the exclusive property of Employer. Accordingly,
Employee shall not use or divulge that knowledge or information in any rna.truer that :nay
be detrimental to Employer's business, whether,during employment or after termination,
and shall not m',&e any personal record of the same. Further, in addition to the
restrictions set forth in paragraph 6 hereof, Employee shall not, aC{or a period of two years
after termination of employment, acCept employment with any c~stomer of Employer or
with any person or entity seeking to do business with such customer.
IN WITNESS WHEREOF, this Agreement has been executed the day an,
Upon the termination of employment with Employer, regardless of the reason, cause or
occasion for such tenv. ination. Employee shall not. either dh'ectly or indirectly, for a
of two years next following the date of such termination. Ic0mpete with Employer
period
within Employer's Prime Service Area as outlined on the map altached hereto, either on
his own account or as a partner or joint venturer or as ma er~ployec, b.roker, agent.
producer or salesman for any other person, fzrm or corporation. 6r as an officer, director
or stockholder of a corporation or otherwise. Employee furthelr agrees that upon such
termination, he will not either directly or indirectly, for a peffiod of two years next
following the date of such termination, in competition with Em~ ~1oyer. canvass, solicit,
service or accept any business from or for any customer of Emp! dyer at the date of such
termination or which has been a customer of Employer at any' time during the twelve
months immediately preeefling such termination. It is agreed thai the two-year restriction
period shall be extended by the length of any period for wl ~ich Employee may be
adjudged to have been in violation of any of the terms or this Par~ i~aph 6.
Employee ack:now.ledges that the provisions of Paragraphs 5 and ; o£ this Agreement are
critical and essential, terms hereof and of tlae employment relafiom tip. and that, except for
Employee's agreement to said provisions, Employer would not 1~ ve been wilIi.ng to enter
into this Agreement and to create or sustain the employment rclat[Ionsbip.
!
This Agrec~rnent and the employment relationship may be termilmal ted by either party, at
any time, with or without cause, immediately upon the g~vmg of ~aot~ce to the other party.
Regardless of the time, manner or reason for termination, the pr~visions of paragraphs 5
and 6 of tiffs Agreement shall continue in effect.
[
The terms and l~rovisions of this Agreement are severable. 'If ~ny term or provision is
held to be invalid or unen:t'orceable, in whole or in part, the sawn6 shall not render any
other term or provision invalid or unenforceable. IX any provision Of Paragraphs 5 or 6 is
held to be unreasonable, the same shall be valid and enforceable to the extent held to be
reasonable.
~,ear set forth above.
OREFIELD COM UNICATIONS, INC.
·
(Employer)
Morefield Communications. Prime Service Telrit°ry,,
This map is accepted by Gregory L. Maucbomer as the map referred to in item (6) of ihe
ATTORNEYS AT LAW
TWELFTH FLOOR
ONE SOUTH MARKET SQUARE
P.O. BOX 1146
HARRISBURG, PA 17108'1146
TELEPHONE (717) 233-S731
FAX: (717) 231-6637
EMAIL: $1ochinger@rhoads-sinon.com
W E B S I T E: www.rhoBds-sinon,com
September 23, 2003
Re: Morefield Communications, Inc.
-- Gregory L. Mauchamer
OFCOUNSEL
HENRY W. RHOAOS
~ETIRED
]OHN C. DOWLING
PAULH. RHOADS
DIRECT DIAL NO.
(717) 231-6633
FILE NO. 140/'
19
NetComm Solutions
Attn: Mark Wilson, President
5275 Trindle Road
Mechanicsburg, PA 17050-3552
Via Facsimile and Federal E~pre~5
Dear Mr. Wilson:
This Firm represents Morefield Communications, Inc. It is our client's
understanding that NetComm Solutions has agreed to employ Mr. Gregory L. Mauchamer. As
you may or may not be aware, Mr. Mauchamer was employed as a LAN/WAN Design Engineer
with Morefield. It is our understanding that Mr. Mauchamer has accepted either the same or a
similar job with your company and is scheduled to begin his employment on Monday, September
29, 2003.
If this information is accurate, you should be aware of the fact that Morefield
Commtmications has what we consider to be a valid and enforceable covenant not to compete
with Mr. Mauchamer. Moreover, it is our client's intention to enforce the covenant not to
compete through injunctive relief immediately. We have attached a copy of the agreement to this
letter for your review. Failure to contact the undersigned immediately will result injunctive
proceedings being initiated against NetComm Solutions and Mr. Mauchamer.
Very truly yours,
RHOApS & S1NON LLP
Sha'wK D. 'Lochinger
SDL:rdf
Attachment
cc: Marcus A. McKnight, III, Esquire (Atty. for Gregory Mauchamer) - Fax & Federal Express
CERTIFICATE OF SERVICE
I hereby certify that on this ~ ~ay of September, 2003, a tree and correct copy of the
foregoing Complaint was served, in advance of filing, by means of Facsimile upon the Following:
Via Facsimile 717.770.2553
Robert Kline, Esquire
P.O. Box 461
New Cumberland, PA 17070
(Counsel for Defendant NetComm Solutions, Inc.)
Via Facsimile 717.249.6354
Marcus A. McKnight, III, Esquire
60 West Pomfret Street
Carlisle, PA 17013
(Counsel for Defendant Manchamer)
MOREFIELD COMMUNICATIONS, INC.,
Plaintiff :
NETCOMM SOLUTIONS, INC. & :
GREGORY L. MAUCHAMER, :
Defendants :
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION No. 099-5'[[0
JURY TRIAL DEMANDED
ORDER
day of , 2003, for the reasons set
AND NOW, this
forth in the Motion for Ex Parte or Special Injunction and Preliminary Injunction filed on behalf
of Morefield Communications, Inc., it is hereby ORDERED as follows:
(a) Defendant Gregory Mauchamer is enjoined from working for Defendant
NetComm Solutions, Inc. in Morefield's Prime; Service Area until such time as
this Court conducts a heating on Morefield's Motion for Preliminary Injunction;
(b) Defendant Gregory Mauchamer is enjoined from disclosing or utilizing
Morefield's Proprietary Information, including without limitation Morefield's
customer lists, design specification and pricing policies, until such time as this
Court conducts a hearing on Morefield's Motion for Preliminary Injunction;
(c) Defendant NetComm Solutions, Inc. is enjoined from employing Defendant
Mauchamer in Morefield's Prime Service Area until such time as this Court
conducts a heating on Morefield's Motion for Preliminary Injunction;
(d) Defendant NetComm Solutions, Inc. is enjoined from utilizing or disclosing
Morefield's Proprietary Information, including without limitation Morefield's
(e)
(f)
(g)
(h)
(i)
customer lists, design specification and pricing policies, until such time as this court
conducts a hearing on Morefield's Motion for Preliminary Injunction;
A hearing is scheduled with respect to the Preliminary Injunction Motion on Thursday,
October 2, 2003, at 11:00 a.m., in Courtroom Number 2;
Defendant NetOomm is ordered to produce a designee with knowledge of the
interviewing and hiring of Defendant Mauchamer for deposition at the offices of Rhoads
& $inon LLP on Tuesday, September 30, 2003 at 1:00 p.m.;
Defendant Mauchamer is ordered to appear for deposition at the offices of Rhoads &
$inon LLP on Tuesday, September 30, 2003 at 1:00 p.m.;
The ex parte injunction shall become effective against defendant NetComm Solutions,
Inc., upon plaintiff depositing with the Prothonotary a bond or legal tender in the amount
of $500 pursuant to Pa. Rule of Civil Procedure 1531(b);
The ex parte injunction shall become effective against defendant Gregory L.
Mauchamer, upon plaintiff depositing with the Prothonotary a bond or legal tender in the
amount of $500 pursuant to Pa. Rule of Civil Procedure 1531(b).
V1NVA"IA~JNN~
MOREFIELD COMMUNICATIONS, INC.,
Plaintiff
V.
NETCOMM SOLUTIONS, INC. &
GREGORY L. MAUCHAMER,
Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION No. 03-5510
JURY TRIAL DEMANDED
JOINT REQUEST FOR CONSENT ORDER
Based on the fact that Plaintiff Morefield Communications, Inc. and Defendants
NetComm Solutions, Inc. and Gregory L. Mauchamer have reached a resolution of the claims set
forth in Morefield's Complaint and Motion for Injunctive Relief filed in this matter, the parties
seek a Consent Order to resolve this litigation. The terms of the parties' resolution are set forth
in the Settlement Agreement attached hereto as Exhibit "A" and incorporated herein by
reference. At this time, the parties respectfully request that this Court enter an Order confirming
the terms as set forth in the Settlement Agreement.
By:
Attorneys for Plaintiff
Dean F. Piermattei
RHOADS & SINON LLP
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Defendant Mauchamer
60 West Po ~r~t Street ~
Carlisle, PA 170~,~_ _~
(717) 249.-2353
Attorneys for Defendant NetComm Solutions, Inc.
By:~"~~~~
Robert Kline, Esquire
P.O. Box 461
New Cumberland, PA 17070
(717) 770-2540
490176.1
10/00/2003 12:18 FAX 717 231 6600 RHOADS & SINON
SETTI,F~MENT AGREEMENT
This Settlement Agreement (hereinaftc~r referred to as "Settlemcnt Agreement") is
made this ('~' day. of October, 2003, by and between Mor~ficld Communications, Inc.
("Morefield") and Grcgo~ L. Manchamer ("M~uchamer").
WF~-REAS, Moreficld employ~ Manchamer ;~s a LAN/WAN, Design Engine~
pursuant to the terms of an Bmp]oyment Agreement dated Januay 29, 2001 ("Emplo~ymenI
Agreement") that cont~i~ed, among other things, a Covenant Not To Compete and a uon-disclosur~
of confidential information and trade sc~rets chuse; and
WHEREAS, Manchamer voluntarily left thc employ of Morcfield and contracted t~
work for NctCom Solutions, Inc. in thc same or similar position as he had been ~,~loyed ~
Momfield; and
WHEREAS, Mor~field filed a Complaint and obtained an injunction again,,
Mauchamer to preclude the commencement of his employment with NctCom in violation of th
Employment Agreement; and
WHEREAS, Mauchamer and Morefield now desire this matter to bc resolve
without the need for additional legal proccedinffs.
NOW, TI-m. REFORB, in consideration of the :mutual covenants contained herei
and for other good and valuable consideration, the parties l~:rcto, with the intent to be lcgall
bound, agree as follows:
1. For and in consideration of the agreement of Momfield not to pumue ti.
action as commenced against Mauch~mer, and for other good and valuable consideration set fort
herein, the receipt of which is hereby acknowledged by Mauch~mer, Man, harrier agrees tha~:
(a) Paraflraphs (5) through (9) of [he F_~q,loyment Agreement
dated lanuay 29, 2001 between Morefi¢ld and Maucbam~r win ~ma~ in fun fo~c~
and effect for one year following thc date this Settlenmit Agreement is executed, as
evidenced by the date f~st written above. Mauchamer specifically acknowledges
and understands that the Cove~mt Not To Compete ~ud th~ promise not to disclns¢
any confidential or trade secret inf°rmation contained in the Employment
Agreement are to continue in full force and effect for one year l~om the date this
Agreement is ~xecuted as against any and all potential employers in general and as
ag~iu.~t NctConnn Solutions, Inc, in particular (although Mauchamcr further
understm~ds and a~t~es that thc common law proMbilion ag.i~t disclosing any of
Morefield's confidential or trade secret information remain in effect against these
10/06/2003 12:18 FAX 717 231 6600 RHOADS & SINON
entities indefinitely)- Mauchamer also agrees that he will not p~n~orm any dutias for
Morefield and will not be compensated by them, but bis responsibilities under
paragraphs (5) through (9) of the Agr~v. ent (which is attached hereto as Exhibit
"A") will remain in fill1 for~e and effect_
Co) Maucb2mer will notify Moreficld of any and all employment
that he is off~red at least two weeks before any such ~mployment commences
during the tsrm of t~ Settlement Agreement. To thc,, ~mt ~ ci~m~tances
l~asonably preclude Mauchamer .from providing ~wo weeks notice trader this
paragraph, Maucbamer agrees that he will provide as much notice as is reasonably
possible under the circ~mstances, but in no case shall the notice be less than two
business days. The parties agree that the term "employment" includes, but is not
limited to Maucham~r accepting work, either direly or indirectly as an ind~tmdent
conlractor, sole proprietor, partner, joint venture, employee, broker, agent, officer,
director or stockholder prior to actually beginning such ~ploym~t. Mauch~r~er
farther agrees that Morefield will have the right to analyze and verify such
prospective employment. The parties agree that if Morefield reasonably believes
that such employment is in opposition to the Nauploym~nt Agreement, Morefield
can and will d~y Mauchamer permission to accept said employment. Morefield
agrees that such permission will not be urazasonably withheld. The parties further
agree that Mauchamer will have the right to legally c~lleng¢ any decision by
Morefield to deny permission for Mauchamer's oiiploym~t as a violation of the
terms of the Employment Agreement. The parties fiuther agree, however, that if
Mauchamer und~-rtakes such a legal challenge and Morefield's position is upheld in
the tribune! wh~re it is present~l, Ma~eh~-mer will be responm'ble for and pay
Morefield's costs, iucluding attorney's fees associated with litigating the matter.
(c~ Mauchamer agrees to give Morefielfl at least one week's
notification of any employment changes or intent to change ~loyment that occur
within the one year period following the execution of this Agreement so that
Morefield can analyze it as set forth in paragraph l(b) above. To the extent that
Mauchamer's e,~-,?loymont is ~av,~nat. ecl by an employer, and the cire~mstances do
not allow for him to pr°Vich~ one week's notice, Manebsmer agrees that he will
provide as much advance notice, as is reasonably possible given the circumstances.
(d) Mauchamer also agrees to r~tify the Human Relations
Director at Moreficld (Janice Glosenger or her replacement) at least once every three
months as to the cummt status of his employment, including any and all locations of
employment sad work performed. Manehsmer agrees that Morefield will have the
right to verify said information and deny Mauchsmer p=naission to work as under
paragraph l(b) above.
- 2
10/06/2003' 12:19 FAX 717 231 6600 RHOADS & SINON ~005
(o) Mauchamer also agrees that he will submit both his 2003 and
2004 tax returns, W-2's, ~nd 1099's to Morefidd for review in order to verify that
Mauchamer is not working in violation of thc Employment Agreement. Morefield
hereby acknowledges and agrees that said tax return, W-2, and 1099 information is
confidential and Morefield will not disclose it to any party except its attorneys.
2. For and in ~onsideration of the Agreement by Morefi¢ld not to pursue its
claim a~i,~t Manchamer, and for other good and valuable considerations set forth herein, the
receipt of which is hereby acknowledged by Mauchamer, Mauchvaner agrees that he will not seek to
obtain tmemployment compansati°n against Mordield based upon the vOluntazy termination ofhi.~
employment from Morefield in this matter.
3. In considmation of the foregoing, Manchamer, for himself; his heirs.
r~res~tafives, succe*sors and assigns hereby releases and forovex 'discharges Moretield, it~
~dminislxatorS, officers, agents, employees, sea'vants, successors, ~, and assigns, of and
any arid all cl2img, actions, causes of aetion, demands, or rights, ag~ingt any ofth~ aforementione/
persons or entities, front the beginning of time to the date of this Release. This Release includc~
but is not limited to any and all actions concerning Mancbam~r's employment or temgnation o:
employment ~om Moreield, as well as any and all actions for Momfield fQing the present action h
order to onforc~ the Employment Agr~mant.
/
4. Morefield agree* to withdraw and discontinue any and all actions brough~
against Mauchamer, and specifically the C°mPlaint filed in Cumberland County Court of Commo~
Pleas and doc.,koted as No. 03-5110. Mane. hamer has denied the :allegations in the Corrr!a. laint.
5. This Agreement coat,ins thc entire agr,~ment between the parties heret,
and the t~,,,s arc of a contractual and not a mere r~cital.
6. The parties agree that this Agreement shall be governed by Ired interprete,
according to the laws of the Commonwealth of Permsylvania_ Should .Morefield be required
enforce the provisions of this Agreement and should it prevail, Morefield ~s entitled to rocover fro~
Mauchamer, its costs, including reasonable attorney's fees.
7. In the ~vant that any one or mom of the provisions of this Agre~n~nt shsll~
for any reason, be held invalid, ille~al, or unenforceable in any respect, such invalidity, illegality, or
uncnforoeability shall not affect any other provision of this Agreement. ,
$. It is understood and agreed that this A_gr~ment is given to establish a~
amicable basis for avoiding, any further legal proceedings in this matter. This A~eement is not t9
be construed as an admission of liability by Morefield, any sllch liability bcillg hereby expressly
- 3
/06/2003 12:19 FAX 717 231 6600 RHOADS & SINON ~0061
9. This Agreement e~--ot be amended or modified except by a va4ting ag~ed
to and signed by all parties hereto.
10. ]By signatures hereto affixed, the parties aCknowledge that they have read
this Agreemc'nt and have ~ the advice of co~msel pertaining thereto, prior to tho 6m¢ of
execution.
Intonding to b~ legally bound he.by, tha parties, pcl~onally or by the~ duly
authorized officers or directors, have ox~cuted thi~ Agrecmont as oftha dato first written above.
ATTEST:
(SEAL)
MOREFTRT,EI COMMUNICATIONS, ]NC,
- ~~06fY~ L. MAUCHAM'~.K
(SEAL)
- 4
MOREFIELD COMMUNICATIONS,
INC.,
PLAINTIFF
: IN THE COURT Of COMMON PLEAS OF
· CUMBERLAND COUNTY, PENNSYLVANIA
NETCOMM SOLUTIONS, INC. &
GREGORY L. MAUCHAMER,
DEFENDANTS
· 03-5110 CIVIL TERM
AND NOW, this
ORDER OF COURT
day of October, 2003, based on the attached
settlement agreement, IT IS ORDERED:
(1) The ex parte order entered on September 2·5, 2003, IS VACATED.
(2) Defendant, Gregory L. Mauchamer, shall adhere to the terms set forth in th(
attached settlement agreement which is made an order of this court.
Dean Piermattei, Esquire
For Plaintiff
Marcus A. McKnight, III, Esquire
For Gregory L. Mauchamer
Robert P. Kline, Esquire
For NetComm Solutions, Inc.
Edgar B. Bayley, J. /
:sal
MOREFIELD COMMUNICATIONS, 1NC.:
OF PENNSYLVANIA, :
Plaintiff
V.
NETCOM SOLUTIONS, INC.
& GREGORY L. MAUCHAMER,
Defendants
Kindly mark
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
$'116
CIVIL ACTION NO. 03-551 $
JURY TRIAL DEMANDED
PRAECIPE TO DISCONTINUE
docket in this matter discontinued and ended with prejudice.
Respectfully submitted,
~--~Ong,8~ Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17101
(717) 233-5731
Dated: October 30, 5 003
Attomeys for Plaintiffs
480089.1
480089.1
CERTIFICATE OF SERVICE.
I hereby certify that on this 30th day o£ October, 2003, a true and correct copy o£ the
foregoing Praecipe to Discontinue was served by means of First Class Mail, Postage Prepaid
upon the following:
.obert Kline, Esquire
.O. Box 461
~ew Cumberland, PA 17070
darcus A. McKnight, III, Esquire
i0 West Pomfret Street
2arlisle, PA 17013