HomeMy WebLinkAbout08-1578Bryan W. Shook, Esquire
ID # 203250
The Law Office of Darrell C. Dethlefs
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
BShook tidedlaw.net Attorney for Plaintiff
BONNEY CORPORATION d/b/a : IN THE COURT OF COMMON PLEAS
TRIPLE E TECHNOLOGY CUMBERLAND COUNTY, PENNSYLVANIA
GROUP and JASON BONNEY
Plaintiffs
V. No:
PC & NETWORK ASSOCIATES, : CIVIL ACTION - LAW
INC. and RICHARD W. POWELL:
Defendants
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 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 OR KNOW A LAWYER, THEN YOU SHOULD GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
NOTICIA
Le han demandado a usted en la corte. Si usted quiere defenderse de
estas demandas expuestas en las paginas signuientes, usted tiene vienta (20) dias de
plazo al partir de al fecha de la demanda y la notificacion. Usted debe presentar una
apariencia escrita o en persona a por abogado y archivar en la corte en forma escrita
sus defensas o sus objectiones a las demandas en contra de su persona. Sea avisado
que si usted no se fefiende, la corte tomara medidas y puede una orden contra usted
sin previo aviso o notificacion y por cualquier queja o akuvui que es pedido en la
peticion de demanda. Usted puedo parder dinero o sus propiedades o otros derechos
importantes para usted.
LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE
ABOGADO O SI NO TIENE EL DIMERO SUFICIENTE DE PAGAR TAL SERVICIO,
VAYA EN PERSONA O LLAME POR TELEPONO A LA OFICINA CUYA DIRECCION
SE EMCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE
CONSSGUTA ASISTENCIA LEGAL.
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
Bryan W. Shook, Esquire
ID # 203250
The Law Office of Darrell C. Dethlefs
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
BShook r)dcdIaw.net Attorney for Plaintiff
BONNEY CORPORATION d/b/a : IN THE COURT OF COMMON PLEAS
TRIPLE E TECHNOLOGY CUMBERLAND COUNTY, PENNSYLVANIA
GROUP and JASON BONNEY
Plaintiffs
V. No: Of - 1,57P i
PC & NETWORK ASSOCIATES, : CIVIL ACTION - LAW
INC. and RICHARD W. POWELL:
Defendants
COMPLAINT
AND NOW, come the Plaintiffs, Bonney Corporation d/b/a Triple E Technology
Group and Jason Bonney, by and through his attorneys, THE LAW OFFICE OF
DARRELL C. DETHLEFS, by Bryan W. Shook, Esquire, and makes the within
Complaint against the Defendants, PC & Network Associates, Inc. and Richard W.
Powell, and, in support thereof, avers as follows:
Plaintiff, Bonney Corporation d/b/a Triple E Technology Group, is a Pennsylvania
Corporation with a registered office located at 1 Redco Drive, Enola, Cumberland
County, Pennsylvania 17025.
2. Plaintiff, Jason Bonney, is an adult individual currently residing at 1 Redco Dr.
Enola, Cumberland County, Pennsylvania 17025.
3. Defendant, PC & Network Associates, Inc., is a business with an address of 686
Front Street, West Fairview, Cumberland County, Pennsylvania 17025.
4. Defendant, Richard W. Powell, is an adult individual currently residing at 686
Front Street, West Fairview, Cumberland County, Pennsylvania 17025.
5. This action arises from a Letter of Agreement, entered into on April 12, 2006,
relative to consulting services provided by Plaintiffs for Defendants relative the
transfer of ownership of a certain client base formerly belonging to Plaintiffs to
Defendants (A true and correct copy of the Letter of Agreement is attached
hereto, made part hereof and marked as Exhibit "A").
6. This action further arises from an employee confidentiality and non-competition
agreement entered into on April 12, 2006. (A true and correct copy of the
employee confidentiality and non-competition agreement is attached hereto,
made part hereof and marked as Exhibit "B")
7. Plaintiff believes, and, therefore, avers, that Discovery will reveal that it will be
proper for this Honorable Court to pierce the corporate veil and attach liability
and damages responsibility to any and all shareholders of Defendant, PC &
Network Associates, Inc., including, but not limited to Defendant, Richard W.
Powell.
8. Plaintiff believes, and, therefore; avers, that Defendants, PC & Network
Associates, Inc. and Richard W. Powell, were, from the time the aforementioned
agreements were entered into and through present, not following with the
Corporate formalities and all those certain requirements of Corporations as
provided for under the Pennsylvania Business Corporation Law of 1988, as
amended.
9. Plaintiff, believes, and, therefore avers, that Defendant, Richard W. Powell, has
not treated PC & Network Associates, Inc. in a manner in which a corporation
must be treated in order to enjoy the protections provided by its incorporation.
10. The shareholder(s) of Defendant, PC & Network Associates, Inc., including but
not necessarily limited to Defendant, Richard W. Powell, had the complete
domination and control of both the entity's policy and business practices.
11. The shareholder(s) of Defendant, PC & Network Associates, Inc., including but
not necessarily limited to Defendant, Richard W. Powell, used the
aforementioned control to commit a wrong, breach of a legal duty, or a dishonest
or unjust act, specifically, the entrance into and subsequent default on the
aforementioned Letter of Agreement.
12. The shareholder(s) aforesaid control and breach of duty proximately caused the
injury and/or loss to Plaintiffs.
13. The actions of the Defendants had a tendency to and did, in fact, deceive the
Plaintiffs.
14. Plaintiffs believe, and, therefore, aver, that Defendants acted with reckless
indifference to the truth in dealing with Plaintiffs.
15. Plaintiffs justifiably relied on the fraudulent and/or misleading statements, actions
and concealment of the Defendants.
16. Plaintiffs believe, and, therefore, aver, that Defendant, PC & Network Associates,
Inc., is either longer in business or will not be in business much longer.
17. Plaintiffs believe, and, therefore aver, that if judgment is entered against
Defendant, PC & Network Associates there may not be sufficient corporate
assets to cover it and is accordingly requesting that the shareholders assets,
including those of Defendant, Richard W. Powell, be reached under the theory of
piercing the corporate veil.
COUNT I - BREACH OF CONTRACT
BONNEY CORPORATION d/b/a TRIPLE E TECHNOLOGY GROUP v. PC &
. NETWORK ASSOCIATES, INC.
18. Plaintiffs, Bonney Corporation d/b/a Triple E Technology Group and Jason
Bonney, incorporate and make part of this Count paragraphs 1 through 17 of this
Complaint as if fully set forth.
19. On or about April 12, 2006 Plaintiffs, Bonney Corporation d/b/a Triple E
Technology Group and Jason Bonney, transferred ownership of a certain client
base formerly belong to Plaintiffs, to Defendants, PC & Network Associates, Inc.
and Richard W. Powell.
20. The aforementioned April 12, 2006 Letter of Agreement outlines various
requirements of both parties relative to the transfer of the aforementioned client
base from Plaintiffs to Defendants.
21. Defendants have failed to fulfill their requirements as agreed to by the parties
and outlined in the aforementioned April 12, 2006 Letter of Agreement.
22. Defendants have failed to act in good faith.
23. Defendants have failed to utilize their best efforts with regards to the transfer of
the aforementioned client base and the requirements as outlined in the April 12,
2006 Letter of Agreement.
24.As part of the aforementioned April 12, 2006 Letter of Agreement, Plaintiff, Jason
Bonney, was to be compensated at a rate of 20% of the profit of any new
business generated by Plaintiff and at 20% of the profit of any recurring business
of that new client and also to receive 20% of the profit from all clients transferred
from Bonney Corporation d/b/a Triple E Technology Group to PC & Network
Associates.
25. The aforementioned Letter of Agreement states that commissions will be
calculated using the following formula:
a. Total Invoice minus COGS minus Taxes minus (Technicians hourly rate
times time to perform work) = Commission
26. The aforementioned Letter of Agreement specifically covered payment of
proceeds and commissions from other areas including seven projects, those
being numbered 1 through 7 on the third page of the attached Exhibit A.
27. Defendant, PC & Network Associates, Inc., is in breach of the April 12, 2006
Letter of Agreement because of, but not necessarily limited to the following
reasons:
a. Defendant failed to have two technicians certified in Citrix on staff within
one year from the date of the agreement;
b. Defendant failed to have those two technicians referenced above MSCE
certified as those two technicians were never hired by Defendant;
c. Defendant failed to employ Plaintiff after August 27, 2007 in violation of
the agreement;
d. Defendant failed to properly manage the aforementioned client base;
e. Defendant failed to keep Plaintiff abreast of the accrued commissions
owed to Plaintiff;
f. Defendant has failed to pay Plaintiff based upon commissions owned and
due under the aforementioned agreement;
g. Defendant deceived Plaintiff as to Defendant's intentions relative to the
matters outlined in the April 12, 2006 Letter of Agreement.
28. Defendants have violated the aforementioned contact and consequently, the
confidentiality and non-competition agreement is void and unenforceable.
29. Defendant has been unjustly enriched by the receipt of Plaintiffs services,
knowledge, experience, and training without compensating Plaintiff.
30. Plaintiff believes, and, therefore, avers, that Defendant appreciated the benefit.
31. Plaintiffs believe, and, therefore, aver that Defendant, PC & Network Associates,
Inc., was created solely for the purpose of its shareholder(s) including, but not
necessarily limited to Defendant, Richard W. Powell, to avoid personal liability
resulting from the actions or inactions of the transfer of the aforementioned client
base.
32. Plaintiffs have made several unsuccessful attempts to resolve this matter.
33. Plaintiffs have not been paid the accrued commissions.
34. Plaintiffs are unsure as to the actual amount of accrued commissions; however
Plaintiffs believe, and therefore, aver, that the amount is in excess of $5,000.00.
WHEREFORE, Plaintiff, Bonney Corporation d/b/a Triple E Technology Group,
respectfully request that this Honorable Court enter judgment in its favor and against
Defendant, PC & Network Associates, Inc., in an amount in excess of $5,000.00 as
determined by Discovery in this matter, declare the confidentiality and non-competition
agreement void and unenforceable and respectfully asks this Honorable Court invoke
the equitable remedy of corporate veil-piercing against Defendant, PC & Network
Associates, Inc., and hold its shareholder(s), including Defendant, Richard W. Powell,
personally liable for its default, and any other such relief that this Honorable Court
deems necessarily and appropriate.
COUNT II - BREACH OF CONTRACT
BONNEY CORPORATION d/b/a TRIPLE E TECHNOLOGY
GROUP v. RICHARD W. POWELL
35. Plaintiffs, Bonney Corporation d/b/a Triple E Technology Group and Jason
Bonney, incorporate and make part of this Count paragraphs 1 through 34 of this
Complaint as if fully set forth.
36. On or about April 12, 2006 Plaintiffs, Bonney Corporation d/b/a Triple E
Technology Group and Jason Bonney, transferred ownership of a certain client
base formerly belong to Plaintiffs, to Defendants, PC & Network Associates, Inc.
and Richard W. Powell.
37. The aforementioned April 12, 2006 Letter of Agreement outlines various
requirements of both parties relative to the transfer of the aforementioned client
base from Plaintiffs to Defendants.
38. Defendants have failed to fulfill their requirements as agreed to by the parties
and outlined in the aforementioned April 12, 2006 Letter of Agreement.
39. Defendants have failed to act in good faith.
40. Defendants have failed to utilize their best efforts with regards to the transfer of
the aforementioned client base and the requirements as outlined in the April 12,
2006 Letter of Agreement.
41.As part of the aforementioned April 12, 2006 Letter of Agreement, Plaintiff, Jason
Bonney, was to be compensated at a rate of 20% of the profit of any new
business generated by Plaintiff and at 20% of the profit of any recurring business
of that new client and also to receive 20% of the profit from all clients transferred
from Bonney Corporation d/b/a Triple E Technology Group to PC & Network
Associates.
42. The aforementioned Letter of Agreement states that commissions will be
calculated using the following formula:
a. Total Invoice minus COGS minus Taxes minus (Technicians hourly rate
times time to perform work) = Commission
43. The aforementioned Letter of Agreement specifically covered payment of
proceeds and commissions from other areas including seven projects, those
being numbered 1 through 7 on the third page of the attached Exhibit A.
44. Defendant, Richard W. Powell, is in breach of the April 12, 2006 Letter of
Agreement because of, but not necessarily limited to the following reasons:
a. Defendant failed to have two technicians certified in Citrix on staff within
one year from the date of the agreement;
b. Defendant failed to have those two technicians referenced above MSCE
certified as those two technicians were never hired by Defendant;
c. Defendant failed to employ Plaintiff after August 27, 2007 in violation of
the agreement;
d. Defendant failed to properly manage the aforementioned client base;
e. Defendant failed to keep Plaintiff abreast of the accrued commissions
owed to Plaintiff;
f. Defendant has failed to pay Plaintiff based upon commissions owned and
due under the aforementioned agreement;
g. Defendant deceived Plaintiff as to Defendant's intentions relative to the
matters outlined in the April 12, 2006 Letter of Agreement.
45. Defendants have violated the aforementioned contact and consequently, the
confidentiality and non-competition agreement is void and unenforceable.
46. Plaintiffs believe, and, therefore, aver that Defendant, Richard W. Powell,
created, Defendant, PC & Network Associates, Inc., solely for the purpose of
avoiding personal liability resulting from the actions or inactions of the transfer of
the aforementioned client base.
47. Defendant has been unjustly enriched by the receipt of Plaintiffs services,
knowledge, experience, and training without compensating Plaintiff.
48. Plaintiff believes, and, therefore, avers, that Defendant appreciated the benefit.
49. Plaintiffs have made several unsuccessful attempts to resolve this matter.
50. Plaintiffs have not been paid the accrued commissions.
51. Plaintiffs are unsure as to the actual amount of accrued commissions; however
Plaintiffs believe, and therefore, aver, that the amount is in excess of $5,000.00.
WHEREFORE, Plaintiff, Bonney Corporation d/b/a Triple E Technology Group,
respectfully request that this Honorable Court enter judgment in its favor and against
Defendant, Richard W. Powell, in an amount in excess of $5,000.00 as determined by
Discovery in this matter, declare the confidentiality and non-competition agreement void
and unenforceable any other such relief that this Honorable Court deems necessarily
and appropriate.
COUNT III - BREACH OF CONTRACT
JASON BONNEY v. PC & NETWORK ASSOCIATES. INC.
52. Plaintiffs, Bonney Corporation d/b/a Triple E Technology Group and Jason
Bonney, incorporate and make part of this Count paragraphs 1 through 51 of this
Complaint as if fully set forth.
53. On or about April 12, 2006 Plaintiffs, Bonney Corporation d/b/a Triple E
Technology Group and Jason Bonney, transferred ownership of a certain client
base formerly belong to Plaintiffs, to Defendants, PC & Network Associates, Inc.
and Richard W. Powell.
54. The aforementioned April 12, 2006 Letter of Agreement outlines various
requirements of both parties relative to the transfer of the aforementioned client
base from Plaintiffs to Defendants.
55. Defendants have failed to fulfill their requirements as agreed to by the parties
and outlined in the aforementioned April 12, 2006 Letter of Agreement.
56. Defendants have failed to act in good faith.
57. Defendants have failed to utilize their best efforts with regards to the transfer of
the aforementioned client base and the requirements as outlined in the April 12,
2006 Letter of Agreement.
58.As part of the aforementioned April 12, 2006 Letter of Agreement, Plaintiff, Jason
Bonney, was to be compensated at a rate of 20% of the profit of any new
business generated by Plaintiff and at 20% of the profit of any recurring business
of that new client and also to receive 20% of the profit from all clients transferred
from Bonney Corporation d/b/a Triple E Technology Group to PC & Network
Associates.
59. The aforementioned Letter of Agreement states that commissions will be
calculated using the following formula:
a. Total Invoice minus COGS minus Taxes minus (Technicians hourly rate
times time to perform work) = Commission
60. The aforementioned Letter of Agreement specifically covered payment of
proceeds and commissions from other areas including seven projects, those
being numbered 1 through 7 on the third page of the attached Exhibit A.
61. Defendant, Richard W. Powell, is in breach of the April 12, 2006 Letter of
Agreement because of, but not necessarily limited to the following reasons:
a. Defendant failed to have two technicians certified in Citrix on staff within
one year from the date of the agreement;
b. Defendant failed to have those two technicians referenced above MSCE
certified as those two technicians were never hired by Defendant;
c. Defendant failed to employ Plaintiff after August 27, 2007 in violation of
the agreement;
d. Defendant failed to properly manage the aforementioned client base;
e. Defendant failed to keep Plaintiff abreast of the accrued commissions
owed to Plaintiff;
f. Defendant has failed to pay Plaintiff based upon commissions owned and
due under the aforementioned agreement;
g. Defendant deceived Plaintiff as to Defendant's intentions relative to the
matters outlined in the April 12, 2006 Letter of Agreement.
62. Defendants have violated the aforementioned contact and consequently, the
confidentiality and non-competition agreement is void and unenforceable.
63. Plaintiffs believe, and, therefore, aver that Defendant, Richard W. Powell,
created, Defendant, PC & Network Associates, Inc., solely for the purpose of
avoiding personal liability resulting from the actions or inactions of the transfer of
the aforementioned client base.
64. Defendant has been unjustly enriched by the receipt of Plaintiffs services,
knowledge, experience, and training without compensating Plaintiff.
65. Plaintiff believes, and, therefore, avers, that Defendant appreciated the benefit.
66. Plaintiffs have made several unsuccessful attempts to resolve this matter.
67. Plaintiffs have not been paid the accrued commissions.
68. Plaintiffs are unsure as to the actual amount of accrued commissions; however
Plaintiffs believe, and therefore, aver, that the amount is in excess of $5,000.00.
WHEREFORE, Plaintiff, Jason Bonney, respectfully requests that this Honorable
Court enter judgment in its favor and against Defendant, PC & Network Associates, Inc.,
in an amount in excess of $5,000.00 as determined by Discovery in this matter, declare
the confidentiality and non-competition agreement void and unenforceable and
respectfully asks this Honorable Court invoke the equitable remedy of corporate veil-
piercing against Defendant, PC & Network Associates, Inc., and hold its shareholder(s),
including Defendant, Richard W. Powell, personally liable for its default, and any other
such relief that this Honorable Court deems necessarily and appropriate.
COUNT IV - BREACH OF CONTRACT
JASON BONNEY v. RICHARD W. POWELL
69. Plaintiffs, Bonney Corporation d/b/a Triple E Technology Group and Jason
Bonney, incorporate and make part of this Count paragraphs 1 through 68 of this
Complaint as if fully set forth.
70. On or about April 12, 2006 Plaintiffs, Bonney Corporation d/b/a Triple E
Technology Group and Jason Bonney, transferred ownership of a certain client
base formerly belong to Plaintiffs, to Defendants, PC & Network Associates, Inc.
and Richard W. Powell.
71. The aforementioned April 12, 2006 Letter of Agreement outlines various
requirements of both parties relative to the transfer of the aforementioned client
base from Plaintiffs to Defendants.
72. Defendants have failed to fulfill their requirements as agreed to by the parties
and outlined in the aforementioned April 12, 2006 Letter of Agreement.
73. Defendants have failed to act in good faith.
74. Defendants have failed to utilize their best efforts with regards to the transfer of
the aforementioned client base and the requirements as outlined in the April 12,
2006 Letter of Agreement.
75. As part of the aforementioned April 12, 2006 Letter of Agreement, Plaintiff, Jason
Bonney, was to be compensated at a rate of 20% of the profit of any new
business generated by Plaintiff and at 20% of the profit of any recurring business
of that new client and also to receive 20% of the profit from all clients transferred
from Bonney Corporation d/b/a Triple E Technology Group to PC & Network
Associates.
76. The aforementioned Letter of Agreement states that commissions will be
calculated using the following formula:
a. Total Invoice minus COGS minus Taxes minus (Technicians hourly rate
times time to perform work) = Commission
77. The aforementioned Letter of Agreement specifically covered payment of
proceeds and commissions from other areas including seven projects, those
being numbered 1 through 7 on the third page of the attached Exhibit A.
78. Defendant, Richard W. Powell, is in breach of the April 12, 2006 Letter of
Agreement because of, but not necessarily limited to the following reasons:
a. Defendant failed to have two technicians certified in Citrix on staff within
one year from the date of the agreement;
b. Defendant failed to have those two technicians referenced above MSCE
certified as those two technicians were never hired by Defendant;
c. Defendant failed to employ Plaintiff after August 27, 2007 in violation of
the agreement;
d. Defendant failed to properly manage the aforementioned client base;
e. Defendant failed to keep Plaintiff abreast of the accrued commissions
owed to Plaintiff;
f. Defendant has failed to pay Plaintiff based upon commissions owned and
due under the aforementioned agreement;
g. Defendant deceived Plaintiff as to Defendant's intentions relative to the
matters outlined in the April 12, 2006 Letter of Agreement.
79. Defendants have violated the aforementioned contact and consequently, the
confidentiality and non-competition agreement is void and unenforceable.
80. Plaintiffs believe, and, therefore, aver that Defendant, Richard W. Powell,
created, Defendant, PC & Network Associates, Inc., solely for the purpose of
avoiding personal liability resulting from the actions or inactions of the transfer of
the aforementioned client base.
81. Defendant has been unjustly enriched by the receipt of Plaintiffs services,
knowledge, experience, and training without compensating Plaintiff.
82. Plaintiff believes, and, therefore, avers, that Defendant appreciated the benefit.
83. Plaintiffs have made several unsuccessful attempts to resolve this matter.
84. Plaintiffs have not been paid the accrued commissions.
85. Plaintiffs are unsure as to the actual amount of accrued commissions; however
Plaintiffs believe, and therefore, aver, that the amount is in excess of $5,000.00.
WHEREFORE, Plaintiff, Jason Bonney, respectfully requests that this Honorable
Court enter judgment in its favor and against Defendant, Richard W. Powell, in an
amount in excess of $5,000.00 as determined by Discovery in this matter, declare the
confidentiality and non-competition agreement void and unenforceable any other such
relief that this Honorable Court deems necessarily and appropriate.
Dated: 3-10 - 0 ?r
Respectfully nS ubm itted,
Bryan W. Shook, Esquire
Attorney Id. No.: 203250
2132 Market Street
Camp Hill, PA 17011
(717) 975-9446
VERIFICATION
I hereby verify that the statements of fact made in the foregoing documents are
true and correct to the best of my knowledge, information and belief. I understand that
any false statements therein are subject to the criminal penalties contained in 18 Pa C.
S. Section 4904, relating to unsworn falsification to authorities.
"5 "
L Date: /10/9 Ook ?'
Nap*:
Title: Pr? S? PN' f
VERIFICATION
I hereby verify that the statements of fact made in the foregoing documents are
true and correct to the best of my knowledge, information and belief. I understand that
any false statements therein are subject to the criminal penalties contained in 18 Pa C.
S. Section 4904, relating to unsworn falsification to authorities.
Date: "'t "
J on Bonney
PC & Network Associates, Inc.
18 North Hanover Street, Suite 101 717-258-4293 Phone
Carlisle. PA 17013 877-IT-ADVICE toll free
717-258-6439 fax
FMOLTYM www.PCNAI.com info@PCNAI.com email
April 12, 2006
Dear Jason,
Thank you for the opportunity to discuss the possibility of transitioning the ownership of
the clients to whom you provide consulting services under the name of Triple E
Technology Group. This letter summarizes our conversation on March 13, 2006
regarding the relationship between our companies and will serve as an agreement
between us.
Effective April 12, 2006, Triple E Technology Group will transition ownership and
responsibility for its client base to PC & Network Associates, Inc. (PCNAI) under the
following conditions. Triple E Technology Group, by and through Jason Bonney, will:
1. Inform its client base of the transfer at Jason's Bonney's discretion within 6
months of the successful execution of this document
2. Introduce PCNAI employees to the clients
3. Provide training to PC & Network Associates, Inc. technicians on the client's
network environment
In addition, Triple E Technology Group will transfer its Citrix Authorization and any other
technology certifications to PCNAI. PCNAI will have two technicians certified in Citrix on
staff within a one year period; one CCA and one CCEA. These two technicians must
also be MSCE certified within the same year.
In return for relinquishing ownership of these clients, Jason Bonney will be employed at-
will by PC & Network Associates, Inc. primarily as a sales representative to grow
company sales effective April 12, 2006. Jason Bonney will work exclusively for PCNAI,
and he will not take any outside employment with any competing company, without
PCNAI's prior written approval until termination of employment by PCNAI or Jason
Bonney. His primary responsibilities will be sales prospecting and collaborating with
technicians on solution design, and any other duties mutually agreed upon by PCNAI
and Jason Bonney.
This Agreement is contingent on Jason Bonney executing a PC & Network Associates,
Inc. Employee Confidentiality and Noncompetition Agreement upon the inception of his
employment.
1. Jason will be compensated on a commission basis of 20% of the profit of any
new business he generates and 20% of the profit of any recurring business of
that new client. Commissions are payable when PCNAI receives payment from
the client and will be paid monthly.
a. Commission Calculation example
i. Total Invoice minus COGS minus Taxes minus (Technicians
hourly rate times time to perform work) = Commission
b. Commission accrual ends upon termination of employment
i. If termination is by PCNAI
1. Jason Bonney will be compensated for all clients brought
into this agreement by him
a. The compensation will be as follows
i. Year 1 after termination will be 20% of all
business generated calculated using above
calculation
ii. Year 2 after termination will be 10% of all
business generated calculated using above
calculation
iii. Year 3 after termination will be 5% of
all business generated calculated using
above calculation
2. Jason Bonney will be compensated for all projects
already in progress or on the work schedule-to be done
for business he has generated. This compensation will
be 20% of profit calculated using above calculation
3. Jason Bonney will be compensated for all completed
projects for which he has not yet been paid for business
he has generated. This compensation will be 20% profit
calculated using above calculation
ii. If terminated by Jason Bonney
1. Jason Bonney will be compensated for all projects
already in progress or on the work schedule to be done
for business he has generated. This compensation will
be 20% of profit. calculated using above calculation
2. Jason Bonney will be compensated for all completed
projects for which he has not yet been paid for - business
he has generated. This compensation will be 20% profit
calculated using above calculation
2. In the event that Jason is assigned technical hands-on work such as fixing a PC
or hardware/software installation, he will be compensated at the rate of $85.00
per hour, payable in such intervals as salaries are customarily paid to salaried
employees of PCNAI.
3. Reasonable travel expenses will be reimbursed at the current IRS rate.
4. Other reasonable and necessary marketing expenses for meals, business cards,
and the BNI networking group will be reimbursed.
5. As an employee, Jason will be eligible for the company profit sharing plan
immediately minus all money deposited before Jason Bonney's hire date. All
profit sharing money due Jason Bonney will be held for a period of 6 months. If
Jason Bonney terminates employment within this six month period, he will forfeit
all profit sharing money.
It is agreed that Jason will have opportunity to complete seven projects that have
already been planned and retain the entire proceeds from those projects. The clients
involved are listed here and plans to transition them will be formalized to define the
beginning and end points for the projects and the projected times for the work to be
Page 2 of 3
scheduled. PCNAI technicians will "shadow" Jason on these projects to begin the
orientation process for Citrix as well as the client's network environments.
1. FMA When the current service agreement (prepaid block of time) is fulfilled
2. Hospice of Central PA
3. IFR
4. Kelly Financial Services
5. Premier Eye
6. Central PA Orthodontic Specialists
7. Boy Scouts of America When the current service agreement (prepaid block of
time) is fulfilled)
The transition process will begin immediately and continue for a term of up to 12 months.
This should provide adequate time to accomplish the conditions of the agreement and
effect the transition in its entirety.
If this agreement accurately summarizes the terms of our earlier conversation, and if you
agree that the terms shall be legally binding on you and PCNAI, please sign below on
this and the attached copy. Retain one copy for your records and return one signed
copy to me. My e-mail address is rwpowell@pcnai.com. My fax number is (717) 258-
6439. 1 look forward to working with you on or about April 12, 2006.
Best regards,
Richard W. Powell
President, PC & Network Associates, Inc.
The undersigned agree to the terms and conditions set forth in this document and are
authorized to execute this Letter of Agreement.
PC =As Mt Inc.
Print Name: Richard W. Powell
Title: President
Date:
Bonney Corporation d/b/a
Triple E Te ology Grou
Signature: ,
Print Nam Jason Bonney
Title: Preside t J
Date:
Page 3 of 3
f ? At 0
IS, "A
PC & Network Associates, Inc.
18 North Hanover Street, Suite 101 717-258-4293 Phone
Carlisle, PA 17013 877-IT-ADVICE toll free
717-258-6439 fax
www.PCNAI.com info@PCNAI.com email
PC & NETWORK ASSOCIATES, INC. EMPLOYEE CONMENTIAL I-Y & NONCOMPEITTION
AGRFMMENT
In consideration for employment with PC & NETWORK ASSOCIATES, INC. (the "Company"), I agree to enter into
this Employee Confidentiality and Noncompetition Agreement. I understand that I am an employee-at-will, and may
be fired for cause by the Company.
1, the undersigned, hereby agree to observe all of the provisions of this Agreement, as well as, all other rules and
policies the Company may announce from time to time. I hereby acknowledge:
1. AFFIRMATION
I hereby affirm that all oral and written statements made by me to Company representatives during the hiring process are
true and complete.
2. BEST EFFORTS
I agree that, during employment, I will devote my full business time and best efforts exclusively to the performance of
duties for the Company.
3. ACKNOWLEDGEMENTS
I agree that it is important to safeguard the company and its clients by agreeing to confidentiality and certain competition
limitations. I understand that the Company has provided me and will continue to provide me during the course of my
employment with information and experience regarding sales, marketing, technology, development, manufacture,
distribution, research and development in this highly specialized business which constitute valuable assets of the
Company. Furthermore, the Company has introduced me to existing clients and will provide considerable resources to
enable me to identify and develop relationships with new clients and prospective clients which constitute valuable assets
of the Company. The Company has disclosed, and intends to disclose to me, confidential information concerning
products, processes, know-how, designs, customer lists, business plans, marketing plans, and strategies and pricing
strategies and subject matter pertaining to the business of the Company, its clients, licensees, affiliates, independent
contractors and suppliers to assist mein the provision of services during my employment with the Company. I
understand that the welfare of the Company and each of its employees depends upon each employee remaining loyal to
the Company and his or her fellow employees even after leaving employment with the Company. I understand that the
financial security and continued employment of all employees depends upon the maintenance of the confidences of the
Company and the elimination of the abuse of corporate opportunities of the Company through the misuse of
confidences, special training and contacts to compete with the Company and jeopardize the welfare of the Company and
its employees. By entering into this Employee Confidentiality & Nemcompetition Agreement, I understand the benefit
of the mutual promises of the employees to maintain the confidences of the Company and not to compete with the
Company in accordance with this Agreement.
4.4. CONFIDENTIALITY
I agree to safeguard the confidentiality of all corporate information. I agree that I will never, directly or indirectly, use or
disclose any Confidential Information, as defined below. I understand and agree that this restriction will continue to
apply after my employment terminates, regardless of the reason for termination- "Confidential Information" means any
and all information of the Company that is riot generally available to the public and any and all information, publicly
known in whole or in part or not, which, if disclosed by the Company, would assist in competition against it, including
but not limited to (i) the Company's products and services, technical data, methods and processes, (ii) the Company's
marketing activities and strategic plans, (iii) the Company's costs and sources of supply, (iv) the identity and special
needs of the Company's customers and prospective customers and vendors and prospective vendors, (v) the people and
organizations with whom the Company has business relationships and those relationships. Without limiting the
generality of the foregoing, Confidential Information shall specifically include: (a) any office system such as
transaction records, accounts receivables or any other application whatsoever related to the business of the
Company; (b) any and all vendor or purchase records, including the identity of contacts at any vendor, any list of
11 .. r
vendors, any lists of purchase transactions and/or prices paid by the Company; (c) any and all customer or
sales records, including the identity of contacts at customers, any list of customers, any list of sales transactions and/or
prices charged by the Company; (d) any and all documents, other materials and/or computer software developed and/or
adopted by the Company for any not publicly advertised or otherwise publicly known use with any vendor or type of
vendor or customer or type of customer; and (e) any and all not publicly known uses of any computer, telephonic or
other system installed and/or used by the Company. Confidential Information also includes such information that the
Company may receive or has received belonging to customers or others who do business with the Company.
5. RETURN OF MATERIALS
I agree that all Confidential Information which I create or to which I have access as a result of my employment is and
shall remain the sole and exclusive property of the Company. Also, all documents, records and files, in any media of
whatever kind and description, relating to the business, present or otherwise, of the Company and any copies, in whole
or in part, thereof (the "Documents"), whether or not prepared by me, shall be the sole and exclusive property of the
Company. I will return to the Company immediately after my employment terminates, and at such other times as may
be specified by the Company, all Documents and all other property of the Company then in my possession or control.
6. RESTRICTIONS ON COMPETITION
I agree.that during employment with PCNAI I will not compete in any way with the company- Upon
termination I will agree to not pursue any clients that PCNAI had before this merger and will agree not to
pursue any company in which PCNAI gave any resources to obtain. For example, if I am a member of BNI
and PCNAI paid for that membership all clients as a result would be the property of PCNAI. There are many
other examples, that could not possibly be written down. If I obtain a client through my own resources, upon
termination that client could choose to follow me. After termination, I also agree to never solicit any of the
clients deemed PCNAI clients.
I will not, and will not assist anyone else to, (i) hire any employee of or individual who works for the Company or seek
to persuade any employee of or individual who works for the Company to discontinue said employment or work, (ii)
solicit or encourage any customer or vendor of the Company to terminate or diminish its relationship with the Company
or (iii) seek to persuade any customer or prospective customer of the Company to conduct with anyone else any business
or activity that such customer or prospective customer conducts or could conduct with the Company
7. BREACH; REMEDIES
In signing this Agreement, I give the Company assurance that I have carefully read and considered all the terms and
conditions of this Agreement. T agree without reservation that each of the restraints contained herein is necessary for the
reasonable and proper protection of the goodwill, Confidential Information and other legitimate interests of the
Company and that each and every one of those restraints is reasonable in respect to subject matter, length of time and
geographic area. I agree that I will never assert, or permit to be asserted on my behalf:, in any forum, any position
contrary to the foregoing. I also acknowledge and agree that, were I to breach any of the provisions of this Agreement,
the harni to the Company would be irreparable. I therefore agree that in the event of such a breach or threatened breach
the Company, in addition to any other remedies available to it at law, shall have the right to obtain preliminary and
permanent injunctive relief against any such breach without having to post bond., specific performance, or other
equitable relief. No failure to enforce or delay in enforcing any provisions of this agreement shall be interpreted to be a
waiver of the Company's rights, and it is agreed that such lack of enforcement shall not preclude the Company's
subsequent enforcement of the noncompetition provisions.
8. INDEMNIFICATION
I agree to indemnify the Company and save and hold the Company harmless from and against any and all damages,
losses, liabilities, costs and expenses which the Company may incur arising out of any breach of this Agreement.
9. JURISDICTION
In the event of any alleged breach of this Agreement, I hereby consent and submit to the jurisdiction of the federal and
state courts in and of the Commonwealth of Pennsylvania. I agree to accept service of process by registered or certified
mail or the equivalent directed to my last known address on the books of the Company or by whatever other means are
permitted by such court
11. EMPLOYEE REPRESENTATION AND WARRANTY
I represent and warrant to the Company that my employment by the Company and execution and performance of this
Page 2of3
I „ tr
Agreement do not conflict with any prior obligations to third parties, and I agree that I will not disclose to the Company
any confidential and/or proprietary information of any former employer except with such former employer's consent.
12. ENTIRE AGREEMENT; AMENDMENT
This Agreement sets forth the entire agreement between me and the Company and supersedes all prior communications,
agreements and understandings, written or oral, with respect to the subject matter herein contained. Ibis Agreement
may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by me and an
expressly authorized officer of the Company. If any provision of this Agreement should, for any reason, be held invalid
or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be
enforceable to the maximum extent permissible by law.
13. HEADINGS
The subject headings of this Agreement are included for purposes of convenience only, and shall not affect the
constructions of any of the provisions of this Agreement.
14. NO CONTRACT OF EMPLOYMENT
I acknowledge and agree that this Agreement does not constitute a contract of employment for a specific berm and that
either the Company or may terminate my employment at any time, with or without notice or cause.
15. GOVERNING LAW
This is a Pennsylvania contract and shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof.
IN WITNESS WHEREOF, intending to be legally bound hereby, I have signed this Agreement as of the day and year
written below.
Signature: l'
Printed N ?> S vw /? . c o n ?? C ?!
Date:
Witness:
Printed Name:
Accepted and agreed:
PC 8t
By. '
Richard W. Powell
President
Page 3 of 3
b
IQ
\ `A n ,
Q
_ } f of
SHERIFF'S RETURN - REGULAR
CASE NO: 2008-01578 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
BONNEY CORPORATION ET AL
VS
PC & NETWORK ASSOCICIATES ETAL
ROBERT BITNER , Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
rrY r• TTT7mT.TrIT]T7 7\ 0 Crlr''T T'TP.C TTT r' the
DEFENDANT , at 1410:00 HOURS, on the 17th day of March , 2008
at 686 FRONT STREET
ENOLA, PA 17025 by handing to
RICHARD POWELL ADULT IN CHARGE
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing
Service
Postage
Surcharge
3/2 y fo 8 q?,
18.00
15.36
.58
10.00
.00
43.94
Sworn and Subscibed to
before me this
of
day
So Answers:
R. Thomas Kline ?
03/18/2008
DARRELL DETHLEFS
B
Deputy Sheriff
A.D.
SHERIFF'S RETURN - REGULAR
CASE NO: 2008-01578 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
BONNEY CORPORATION ET AL
VS
PC & NETWORK ASSOCICIATES ETAL
ROBERT BITNER
Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
POWELL RICHARD W the
DEFENDANT , at 1410:00 HOURS, on the 17th day of March 2008
at 686 FRONT STREET
ENOLA, PA 17025 by handing to
RICHARD POWELL
a true and attested copy of COMPLAINT & NOTICE together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs: So Answers:
Docketing
Service 6.00
.00 f
-'
Affidavit .00
Surcharge 10.00 R. Thomas Kline
3)agjO8' C?, .00
? 16.00
03/18/2008
DARRELL DETHLEFS
Sworn and Subscibed to By
before me this day eputy Sheriff
of A.D.
r ?
BONNEY CORPORATION d/b/a IN THE COURT OF COMMON PLEAS
TRIPLE E TECHNOLOGY CUMBERLAND COUNTY, PENNSYLVANIA
GROUP and JASON BONNEY
Plaintiffs, No. 08-1578
V.
PC & NETWORK ASSOCIATES, CIVIL ACTION - LAW
INC. and RICHARD W. POWELL
Defendants.
NOTICE TO PLEAD
TO: Bonney Corporation d/b/a Triple E Technology Group
and Jason Bonney, Plaintiff, c/o
Bryan W. Shook, Esquire
2132 Market Street
Camp Hill, PA 17011
YOU ARE HEREBY NOTIFIED that the Answer to the Complaint set forth
herein contains averments and counterclaims against you to which you are required to
respond within twenty (20) days after service thereof. Failure to do so may constitute an
admission.
Date: 7/'(/01
& SA
CKS, LLP
SMIGE CZ)
By: 4 Peter M. Good, Esquire ID #64316
Jessica E. Mercy, Esquire ID #206405
River Chase Office Center, 3rd Floor
4431 North Front Street
Harrisburg, PA 17110
(717) 234-2401
Attorneys for Defendants
f ,
SMIGEL, ANDERSON & SACKS, LLP
River Chase Office Center, 3`d Floor
4431 North Front Street
Harrisburg, PA 17110
(717) 234-2401
BONNEY CORPORATION d/b/a
TRIPLE E TECHNOLOGY
GROUP and JASON BONNEY
Plaintiffs,
V.
PC & NETWORK ASSOCIATES,
INC. and RICHARD W. POWELL
Defendants.
Peter M. Good, Esquire
pgood<a),sasllp.com
Jessica E. Mercy, Esquire
mercyAsaslln.corn
Attorneys for Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
No. 08-1578
CIVIL ACTION - LAW
ANSWER TO COMPLAINT WITH NEW MATTER AND COUNTERCLAIM
AND NOW, comes the Defendants, PC & Network Associates, Inc. and Richard W.
Powell, (collectively "PCNAI") by and through their attorneys, Smigel, Anderson & Sacks, LLP
file this Answer to the Complaint filed by Plaintiffs, Bonney Corporation d/b/a Triple E
Technology Group (hereinafter "Bonney Corporation") and Jason Bonney (collectively
"Plaintiffs").
I . Admitted on information and belief.
2. Admitted on information and belief.
3. Admitted.
4. Admitted.
5. Denied. The averments contained in paragraph 5 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
6. Denied. The averments contained in paragraph 5 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the employee and confidentiality and non competition agreement is a writing and speaks for
itself and any characterizations of its contents are denied.
7. Denied. After reasonable investigation, Defendants are without knowledge as to
what the Plaintiff believes and therefore deny the allegations therein. By way of further answer,
Defendants deny that discovery will reveal that it is proper for this Court to pierce the corporate
veil and attach liability in damages responsibility to any and all shareholders of PC & Network
Associates, Inc. including, but not limited to Defendant Richard W. Powell.
8. Denied. The allegations contained in paragraph 8 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
9. Denied. The allegations contained in paragraph 9 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
10. Denied. The allegations contained in paragraph 10 contain conclusions of law to
which no response is required.
11. Denied. The allegations contained in paragraph 11 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
12. Denied. The allegations contained in paragraph 12 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
13. Denied. The allegations contained in paragraph 13 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
14. Denied. The allegations contained in paragraph 14 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
2
15. Denied. The allegations contained in paragraph 15 contain conclusions of law to
which no response is required.
16. Denied. The allegations contained in paragraph 16 contain conclusions of law to
which no response is required. To the extent a response is deemed required, Defendant PC &
Network Associates remains a going and viable business concern.
17. Denied. The allegations contained in paragraph 17 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
COUNT I - BREACH OF CONTRACT
BONNEY CORPORATION d/b/a TRIPLE E TECHNOLOGY GROUP v.
PC & NETWORK, INC.
18. This is an incorporation paragraph to which no responsive pleading is required.
19. Denied. The allegations contained in paragraph 19 contain conclusions of law to
which no response is required. To the extent that a response is deemed required, the April 12,
2006 letter agreement speaks for itself regarding the issues of transfer of ownership of a certain
client base in question.
20. Denied. The Letter of Agreement is a written document and any such
conclusions, summarizations, or characterizations made with regard to the document are
specifically denied.
21. Denied. The averments of this paragraph contain conclusions of law to which no
response if required under the Pennsylvania Rules of Civil Procedure. To the extent that a
response is deemed required, the Letter of Agreement is a writing and therefore any conclusions,
summarization, or characterizations made with regard to the document are specifically denied.
22. Denied. The averments of this paragraph contain conclusions of law to which no
response if required, with strict proof thereof demanded at trial.
3
23. Denied. The averments of this paragraph contain conclusions of law to which no
response if required, with strict proof thereof demanded at trial.
24. Denied. The Letter of Agreement is a written document and as such, any
conclusions, summarizations, or characterizations made with regard to the document are
specifically denied.
25. Denied. The Letter of Agreement is a written document and as such, any
conclusions, summarizations, or characterizations made with regard to the document are
specifically denied.
26. Denied. The Letter of Agreement is a written document and as such, any
conclusions, sumarizations, or characterizations made with regard to the document are
specifically denied.
27. Denied. The allegations contained in paragraph 27 are conclusions of law to
which no response is required.
a. Admitted.
b. Admitted in part and denied in part. It is admitted that the technicians and
staff do not have MSCE Certification but it is denied that Defendants were
to hire additional technicians.
C. Denied. To the contrary, Plaintiff was employed at will and was
terminated for cause on August 27, 2007.
d. Denied. To the contrary it was Plaintiff who failed to manage the client
base.
e. Denied. To the contrary Plaintiff was kept abreast of accrued
commissions.
4
f. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
g. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
28. Denied. The allegations contained in paragraph 28 are conclusions of law to
which no response is required.
29. Denied. The allegations contained in paragraph 29 are conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
30. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
31. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
32. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
33. Denied. The allegations of paragraph 33 are conclusions of law to which no
response is required, with strict proof thereof demanded at trial.
34. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
5
WHEREFORE, Defendants respectfully request this Court to dismiss Plaintiffs' count
and enter judgment in their favor and against the Plaintiff together with any costs associated
therewith.
COUNT II - BREACH OF CONTRACT
BONNEY CORPORATION d/b/a TRIPLE E TECHNOLOGY
GROUP v. RICHARD W. POWELL
35. This is an incorporation paragraph to which no responsive pleading is required.
36. Denied. The averments contained in paragraph 36 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
37. Denied. The averments contained in paragraph 37 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
38. Denied. The allegations contained in paragraph 38 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
39. Denied. The allegations contained in paragraph 39 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
40. Denied. The allegations contained in paragraph 40 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
41. Denied. The averments contained in paragraph 41 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
6
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
42. Denied. The averments contained in paragraph 42 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
43. Denied. The averments contained in paragraph 43 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
44. Denied. The allegations contained in paragraph 44 are conclusions of law to
which no response is required.
a'. Admitted.
b. Admitted in part and denied in part. It is admitted that the technicians and
staff do not have MSCE Certification but it is denied that Defendants were
to hire additional technicians.
C. Denied. To the contrary, Plaintiff was employed at will and was
terminated for cause on August 27, 2007.
d. Denied. To the contrary it was Plaintiff who failed to manage the client
base.
e. Denied. To the contrary Plaintiff was kept abreast of accrued
commissions.
7
f. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
g. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
45. Denied. The allegations contained in paragraph 45 are conclusions of law to
which no response is required.
46. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
47. Denied. The allegations contained in paragraph 47 are conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
48. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
49. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
50. Denied. The allegations of paragraph 50 are conclusions of law to which no
response is required, with strict proof thereof demanded at trial.
51. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
8
WHEREFORE, Defendants respectfully request this Court to dismiss Plaintiffs' count
and enter judgment in their favor and against the Plaintiff together with any costs associated
therewith.
COUNT III - BREACH OF CONTRACT
JASON BONNEY v. PC & NETWORK ASSOCIATES, INC.
52. This is an incorporation paragraph to which no responsive pleading is required.
53. Denied. The averments contained in paragraph 53 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
54. Denied. The averments contained in paragraph 54 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
55. Denied. The allegations contained in paragraph 55 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
56. Denied. The allegations contained in paragraph 56 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
57. Denied. The allegations contained in paragraph 57 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
58. Denied. The averments contained in paragraph 58 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
9
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
59. Denied. The averments contained in paragraph 59 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
60. Denied. The averments contained in paragraph 60 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
61. Denied. The allegations contained in paragraph 61 are conclusions of law to
which no response is required.
a. Admitted.
b. Admitted in part and denied in part. It is admitted that the technicians and
staff do not have MSCE Certification but it is denied that Defendants were
to hire additional technicians.
C. Denied. To the contrary, Plaintiff was employed at will and was
terminated for cause on August 27, 2007.
d. Denied. To the contrary it was Plaintiff who failed to manage the client
base.
e. Denied. To the contrary Plaintiff was kept abreast of accrued
commissions.
10
f. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
g. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
62. Denied. The allegations contained in paragraph 62 are conclusions of law to
which no response is required.
63. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
64. Denied. The allegations contained in paragraph 64 are conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
65. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
66. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
67. Denied. The allegations of paragraph 67 are conclusions of law to which no
response is required, with strict proof thereof demanded at trial.
68. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
11
WHEREFORE, Defendants respectfully request this Court to dismiss Plaintiffs' count
and enter judgment in their favor and against the Plaintiff together with any costs associated
therewith.
COUNT IV - BREACH OF CONTRACT
JASON BONNEY v. RICHARD W. POWELL
69. This is an incorporation paragraph to which no responsive pleading is required.
70. Denied. The averments contained in paragraph 70 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
71. Denied. The averments contained in paragraph 71 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
72. Denied. The averments contained in paragraph 72 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
73. Denied. The allegations contained in paragraph 73 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
74. Denied. The allegations contained in paragraph 74 contain conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
12
75. Denied. The averments contained in paragraph 75 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
76. Denied. The averments contained in paragraph 76 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
77. Denied. The averments contained in paragraph 77 contain conclusions of law to
which no response is required and the averments are therefore denied. By way of further answer,
the Letter of Agreement is a writing and speaks for itself and any characterizations of its contents
are denied.
78. Denied. The allegations contained in paragraph 78 are conclusions of law to
which no response is required.
a. Admitted.
b. Admitted in part and denied in part. It is admitted that the technicians and
staff do not have MSCE Certification but it is denied that Defendants were
to hire additional technicians.
C. Denied. To the contrary, Plaintiff was employed at will and was
terminated for cause on August 27, 2007.
d: Denied. To the contrary it was Plaintiff who failed to manage the client
base.
13
e. Denied. To the contrary Plaintiff was kept abreast of accrued
commissions.
f. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
g. Denied. The averments of this paragraph contain conclusions of law to
which no response if required, with strict proof thereof demanded at trial.
79. Denied. The allegations contained in paragraph 79 are conclusions of law to
which no response is required.
80. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
81. Denied. The allegations contained in paragraph 81 are conclusions of law to
which no response is required, with strict proof thereof demanded at trial.
82. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
83. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
84. Denied. The allegations of paragraph 84 are conclusions of law to which no
response is required, with strict proof thereof demanded at trial.
14
t 1 1
85. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the averments of the paragraph and the averments are
therefore denied.
WHEREFORE, Defendants respectfully request this Court to dismiss Plaintiffs' count
and enter judgment in their favor and against the Plaintiff together with any costs associated
therewith.
NEW MATTER
86. Paragraphs 1 through 85 are incorporated herein by reference.
87. Plaintiffs' Complaint fails to state a claim for Breach of Contract against
Defendant PC & Network Associates, Inc. for which relief can be granted.
88. Plaintiffs' Complaint fails to state a claim for Breach of Contract against
Defendant Richard W. Powell for which relief can be granted.
89. Plaintiffs' claims may be barred, in whole or in part, by the doctrine of
laches.
90. Plaintiffs' claims are barred, in whole or in part, by the doctrine of unclean
hands.
91. Plaintiff's claims may be barred, in whole or in part, by the doctrine of
waiver.
92. Plaintiff's claims may be barred, in whole or in part, by the doctrine of
estoppal.
93. Plaintiff's claims may be barred, in whole or in part, for lack of
consideration.
94. Plaintiffs' claims are barred, in whole or in part, by their failure to mitigate
15
I 1 1
any damages sustained (all of which are denied).
95. Under the terms of the aforementioned April 12, 2006 Letter of Agreement,
Bonney Corporation, through Jason Bonney, was required to transition ownership and
responsibility for its client base to PCNAI within a period of twelve months. (A true and
correct copy of the Letter of Agreement was attached to Plaintiffs' Complaint as Exhibit
A.)
96. In order to effectuate the transition, Bonney Corporation, through Jason
Bonney, agreed to introduce PCNAI's employees to its clients and to provide training to
PCNAI's employees on its clients' network environments. See Letter of Agreement.
97. Jason Bonney was to be employed by PCNAI as a sales representative to
grow company sales. The employment was to be at will and on an exclusive basis. See
Letter of Agreement.
98. In his position as a sales representative, Jason Bonney's primary
responsibilities included, but were not limited to, sales prospecting and collaborating
with the employees of PCNAI on solution designs. See Letter of Agreement.
99. The parties mutually agreed that Plaintiff Jason Bonney would have the
opportunity to complete seven projects that had already been planned at the time that
they entered into the Letter of Agreement and retain the entire proceeds from those
projects. See Letter of Agreement.
100. Jason Bonney never introduced PCNAI's employees to his clients, he never
provided training to PCNAI's employees on his clients' network environments, and he
never acted as a sales representative for PCNAI.
101. Jason Bonney failed to provide adequate training and documentation of his
16
t 1 .
clients' network environments, never brought any new clients to PCNAI, never obtained
any new business for PCNAI from the clients that he transferred, and continued to
operate as a separate entity from PCNAI.
102. Jason Bonney merely completed the seven projects that had already been
planned at the time of the Letter of Agreement and never performed any work for
PCNAI.
103. As a result, Jason Bonney was terminated by PCNAI for cause.
104. In connection with the Letter of Agreement, Jason Bonney and PCNAI
entered into an Employee Confidentiality and Noncompetition Agreement. (A true and
correct copy of the Employee Confidentiality and Noncompetition Agreement was
attached to Plaintiffs' Complaint as Exhibit B.)
105. Under this Agreement, Jason Bonney agreed to devote his full business time
and efforts exclusively to the performance of his duties for PCNAI. See Employee
Confidentiality and Noncompetition Agreement.
106. Jason Bonney also agreed that upon termination of his employment he
would not solicit any of PCNAI's clients. See Employee Confidentiality and
Noncompetition Agreement.
107. For the reasons stated above, Jason Booney failed to devote his time and
efforts to the performance of his duties for PCNAI.
108. Jason Bonney also caused Hospice of Central Pennsylvania, one of
PCNAI's clients, to terminate its relationship with PCNAI.
COUNTERCLAIMS
Count I - Breach of Contract
17
+ 4 . r
Defendants PC & Network Associates, Inc. and Richard W. Powell v. Plaintiffs Bonney
Corporation d/b/a Triple E Technology Group and Jason Bonney
109. Paragraphs 1 through 108 are incorporated herein by reference.
110. On April 12, 2006, Bonney Corporation, Jason Bonney and PCNAI entered
into a Letter of Agreement whereby the parties agreed that the ownership and
responsibility of Bonney Corporation's clients would be transferred to PCNAI. The
entire transition would take place within twelve months.
111. In order to complete the transition, Bonney Corporation and Jason Bonney
agreed to introduce PCNAI's employees to their clients and to provide training to
PCNAI's employees on their clients' network environments.
112. The Letter of Agreement also provided for the at-will, exclusive
employment of Jason Bonney as a sales representative for PCNAI.
113. Jason Bonney agreed that as a sales representative he would, among other
things, grow company sales through sales prospecting and collaborating with PCNAI's
employees.
114. Bonney Corporation and Jason Bonney breached the Letter of Agreement by
failing to introduce PCNAI's employees to their clients and by failing to provide training
to PCNAI's employees on their clients' network environments.
115. Jason Bonney also breached the Letter of Agreement by failing to act as a
sales representative for PCNAI, by not bringing in any additional clients, by not
obtaining any additional business from the clients that he transitioned to PCNAI, and by
continuing to operate as a separate entity from PCNAI.
116. As a direct result of the Bonney Corporation and Jason Bonney's breaches,
PCNAI has suffered damages.
18
y . .
WHEREFORE, Defendants PC & Network Associates, Inc. and Richard W.
Powell respectfully request that this Honorable Court enter judgment in their favor and
against Plaintiffs Bonney Corporation d/b/a Triple E Technology Group and Jason
Bonney, together with interest, costs, and any other relief that this Court deems just.
Count II - Breach of Contract
Defendants PC & Network Associates, Inc. and Richard W. Powell v. Plaintiff Jason
Bonney
117. Paragraphs I through 116 are incorporated herein by reference.
118. On April 12, 2006, Jason Bonney and PCNAI entered into an Employee
Confidentiality and Noncompetition Agreement, whereby Jason Bonney agreed to
devote his time and efforts to the performance of his duties for PCNAI and that upon
termination of his employment he would not solicit any of PCNAI's clients.
119. Jason Bonney breached the Employee Confidentiality and Noncompetition
Agreement by failing to devote his time and efforts to the performance of his duties for
PCNAI.
120. Specifically, he failed to introduce PCNAI's employees to their clients,
failed to provide training to PCNAI's employees on their clients' network environments,
and failed to act as a sales representative for PCNAI.
121. Jason Bonney also breached the Confidentiality and Noncompetition
Agreement by causing Hospice of Central Pennsylvania, one of PCNAI's clients to
terminate its relationship with PCNAI.
122. As a direct result of Jason Bonney's breaches, PCNAI has suffered
damages, which include, but are not limited to, $16,322.51 annually for the loss of the
19
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d 4 . •
business of Hospice of Central Pennsylvania.
WHEREFORE, Defendants PC & Network Associates, Inc. and Richard W.
Powell respectfully request that this Honorable Court enter judgment in their favor and
against Plaintiff Jason Bonney, together with interest, costs, and any other relief that this
Court deems just.
SMIGE E WSACKS,LLP
Date: By:
0 Peter M. Good Esquire ID
#64316
Jessica E. Mercy, Esquire ID #206405
River Chase Office Center, 3rd Floor
4431 North Front Street
Harrisburg, PA 17110
(717) 234-2401
Attorneys for Defendants
20
V % . •
VERIFICATION
I, Richard W. Powell, verify that the statements contained in the foregoing document are
true and correct to the best of my knowledge, information and belief. I understand that false
statements therein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unworn
falsification to authorities.
Date: -71w j o?
4Z& Z??
Richard W. Powell
C b .
CERTIFICATE OF SERVICE
I, Peter M. Good, Esquire, attorney for the Defendants in the above-captioned
matter, certify that I this day served a copy of the foregoing Answer to Complaint with
New Matter and Counterclaim upon the person(s) indicated below by depositing a copy
of the same in the United States Mail, first class, postage prepaid, at Harrisburg,
Pennsylvania, and addressed as follows:
Bryan W. Shook, Esquire
The Law Offices of Darrell C. Dethlefs
2132 Market Street
Camp Hill, PA 17011
Attorney for Plaintiffs
SMIGEL, ANDERqEsq SACKS, LLP
A Date: (( J By:
O)Lk
Peter M. Goode ID # 64316
Jessica E. Mercy, Esquire ID 4206405
River Chase Office Center, 3rd Floor
4431 North Front Street
Harrisburg, PA 17110
(717) 234-2401
Attorneys for Defendants
e . r
fi7I
h3 -C
Bryan W. Shook, Esquire
1D # 203250
The Law Office of Darrell C. Dethlefs
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
13SWoLci'dcdlaw.net Attorney for Plaintiffs
BONNEY CORPORATION d/b/a : IN THE COURT OF COMMON PLEAS
TRIPLE E TECHNOLOGY CUMBERLAND COUNTY, PENNSYLVANIA
GROUP and JASON BONNEY
Plaintiffs
V. No:08-1578
PC & NETWORK ASSOCIATES, : CIVIL ACTION - LAW
INC. and RICHARD W. POWELL:
Defendants
NOTICE TO PLEAD
To: PC & Network Associations, Inc. & Richard W. Powell
c/o Peter M. Good, Esquire & Jessica E. Mercy, Esquire
River Chase Office Center, 3rd Floor
4431 North Front Street
Harrisburg, PA 17110
You are hereby notified to plead to the enclosed New Matter within twenty (20)
days from the date of service hereof or a default judgment may be entered against you.
Respectfully SubbqmittJed,
^? w
Date:
Bryan . Shook, Esquire
I.D. # 203250
2132 Market Street
Camp Hill, Pennsylvania 17011
Attorney for Plaintiff
Bryan W. Shook, Esquire
ID # 203250
The Law Office of Darrell C. Dethlefs
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
BShook' dcdlaw.nel Attorney for Plaintiffs
BONNEY CORPORATION d/b/a : IN THE COURT OF COMMON PLEAS
TRIPLE E TECHNOLOGY CUMBERLAND COUNTY, PENNSYLVANIA
GROUP and JASON BONNEY
Plaintiffs
V. No:08-1578
PC & NETWORK ASSOCIATES, : CIVIL ACTION - LAW
INC. and RICHARD W. POWELL:
Defendants
AND NOW, come the Plaintiffs, Bonney Corporation d/b/a Triple E Technology
Group and Jason Bonney, by and through his attorneys, THE LAW OFFICE OF
DARRELL C. DETHLEFS, by Bryan W. Shook, Esquire, and files this Answer to
Defendants' New Matter and Counterclaims and avers as follows:
86. Paragraph 86 being a paragraph of incorporation does not require a response.
87. Denied. The allegations contained in paragraph 87 contain conclusions of
law to which no response is required.
88. Denied. The allegations contained in paragraph 88 contain conclusions of
law to which no response is required.
89. Denied. The allegations contained in paragraph 88 contain conclusions of
law to which no response is required. To the extant that a response is required,
Plaintiffs have been diligent in their pursuit of the monies owed to them by
Defendants and accordingly the present action was commenced shortly after
Defendants stopped paying Plaintiffs commissions.
90. Denied. The allegations contained in paragraph 90 contain conclusions of
law to which no response is required.
91. Denied. The allegations contained in paragraph 91 contain conclusions of
law to which no response is required.
92. Denied. The allegations contained in paragraph 92 contain conclusions of
law to which no response is required.
93. Denied. The allegations contained in paragraph 93 contain conclusions of
law to which no response is required.
94. Denied. The allegations contained in paragraph 94 contain conclusions of
law to which no response is required.
95. Denied. The allegations in paragraph 95 contain conclusions of law to which
no response is required. To the extant that a response is deemed required, the
April 12, 2006 letter agreement speaks for itself regarding the issues of transfer
of ownership of a certain client base in question.
96. Denied. The Letter of Agreement is a written document and any such
conclusions, summarizations, or characterizations made with regard to the
document are specifically denied.
97. Denied. The Letter of Agreement is a written document and any such
conclusions, summarizations, or characterizations made with regard to the
document are specifically denied.
98. Denied. The Letter of Agreement is a written document and any such
conclusions, summarizations, or characterizations made with regard to the
document are specifically denied.
99. Denied. The Letter of Agreement is a written document and any such
conclusions, summarizations, or characterizations made with regard to the
document are specifically denied.
100. Denied. The allegations contained in paragraph 100 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 100 are specifically
denied with strict proof demanded at time of trial.
101. Denied. The allegations contained in paragraph 101 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 100 are specifically
denied with strict proof demanded at time of trial. By way of further argument,
Defendants knew that a lot of the documentation needed to be done and
Defendants were going to take that on. It was not Plaintiffs' duty to bring new
business from the clients Plaintiffs brought them. Finally, Plaintiffs never
continued doing business on their own.
102. Denied. The allegations contained in paragraph 102 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 102 are specifically
denied with strict proof demanded at time of trial.
103. Denied. The allegations contained in paragraph 103 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 103 are specifically
denied with strict proof demanded at time of trial
104. Admitted.
105. Denied. The allegations contained in paragraph 105 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 105 are specifically
denied with strict proof demanded at time of trial.
106. Denied. The allegations contained in paragraph 106 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 106 are specifically
denied with strict proof demanded at time of trial. By way of further argument,
Plaintiffs have not solicited any of PCNAI's clients.
107. Denied. The allegations contained in paragraph 107 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 107 are specifically
denied with strict proof demanded at time of trial.
108. Denied. The allegations contained in paragraph 108 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 108 are specifically
denied with strict proof demanded at time of trial.
PLAINTIFFS' RESPONSES TO DEFENDANTS' COUNTERCLAIMS
COUNT I - BREACH OF CONTRACT
109. Paragraph 109 being a paragraph of incorporation does not require a
response.
110. Admitted in Part, Denied in Part. It is admitted that on April 12, 2006,
Plaintiff, Bonney Corporation d/b/a Triple E Technology Group, Plaintiff, Jason
Bonney, and Defendant, PCNAI, and Defendant Richard Powell, entered into a
Letter of Agreement whereby the parties agreed that the ownership and
responsibility of Plaintiff, Bonney Corporation d/b/a Triple E Technology Group's
clients would be transferred to Defendant, PCNAI, and Defendant Richard
Powell. The entire transition took less than twelve months. Any inference that
the transition did not occur or that it took longer than twelve months is specifically
denied.
111. Admitted in Part, Denied in Part. Plaintiffs, Bonney Corporation d/b/a
Triple E Technology Group and Jason Bonney fulfilled all of their obligations
under the aforementioned agreement. Any inference that Plaintiff's failed to fulfill
their obligations under the aforementioned agreement is specifically denied.
112. Denied. The allegations contained in paragraph 112 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 112 are specifically
denied with strict proof demanded at time of trial.
113. Denied. The allegations contained in paragraph 113 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 113 are specifically
denied with strict proof demanded at time of trial. By way of further argument,
Plaintiff never agreed to such a role with Defendants. Defendants did not call
Plaintiffs to ask for help or anything else.
114. Denied. The allegations contained in paragraph 114 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 114 are specifically
denied with strict proof demanded at time of trial.
115. Denied. The allegations contained in paragraph 115 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 115 are specifically
denied with strict proof demanded at time of trial.
116. Denied. The allegations contained in paragraph 116 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 116 are specifically
denied with strict proof demanded at time of trial.
PLAINTIFFS' RESPONSES TO DEFENDANTS' COUNTERCLAIMS
COUNT II - BREACH OF CONTRACT
117. Paragraph 117 being a paragraph of incorporation does not require a
response.
118. Admitted in Part, Denied in Part. It is admitted that on April 12, 2006,
Plaintiff, Bonney Corporation d/b/a Triple E Technology Group, Plaintiff, Jason
Bonney, and Defendant, PCNAI, and Defendant Richard Powell, entered into an
Employee Confidentiality and Noncompetition Agreement. Any reference that
Jason Bonney agreed to devote all of his time and efforts to the performance of
his duties for PCNAI or that upon termination of his employment solicited clients
from PCNAI is specifically denied.
119. Denied. The allegations contained in paragraph 119 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 119 are specifically
denied with strict proof demanded at time of trial.
120. Denied. The allegations contained in paragraph 120 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 120 are specifically
denied with strict proof demanded at time of trial.
121. Denied. The allegations contained in paragraph 121 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 121 are specifically
denied with strict proof demanded at time of trial.
122. Denied. The allegations contained in paragraph 122 contain
conclusions of law to which no response is required. To the extant that a
response is deemed required, the allegations of paragraph 122 are specifically
denied with strict proof demanded at time of trial.
PLAINTIFFS' NEW MATTER TO DEFENDANT'S COUNTERCLAIM
123. Plaintiffs hereby incorporate and make part hereof the preceding
paragraphs as if fully set forth herein.
124. Defendants' Counterclaims may be barred by doctrine of laches.
125. Defendants' Counterclaims may be barred by the doctrine of res judicata.
126. Defendants' Counterclaims may be barred by the doctrine of estoppel.
127. Defendants' Counterclaims may be barred by the doctrine of waiver.
128. Defendants' Counterclaims may be barred in whole or in party by the
ethical statute of limitations.
129. Defendants' Counterclaims may be barred by the doctrine of unclean
hands.
130. Defendants' Counterclaims may be barred for lack of consideration.
131. Defendants' Counterclaims may be bared by their failure to mitigate any
damages sustained (all of which are denied).
132. Defendants' allegations in their Counterclaims with respect to alleged
damages suffered were the result of Defendants not giving good customer
service and addressing the clients' needs.
133. Defendants' not having technician's certified MCSE, and Citrix had a direct
impact on their ability to service the clients.
134. Plaintiff, Jason Bonney suggested to Defendants that they may need to
hire three technicians to do this work properly. To the best of Plaintiffs'
knowledge Defendants only hired one, which gave Defendants two total
employees.
135. Plaintiffs believe, and, therefore, aver, that any damages suffered by
Defendants were the direct result of Defendants" actions and not those of
Plaintiffs.
WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter
judgment in their favor and against Defendants in an amount in excess of $5,000.00 as
determined by Discovery in this matter, declare the confidentiality and non-competition
agreement void and unenforceable any other such relief that this Honorable Court
deems necessarily and appropriate.
Respectfully Submitted,
Dated: -7" 0
Bryan W Shook, Esquire
Attorney Id. No.: 203250
2132 Market Street
Camp Hill, PA 17011
(717) 975-9446
VERIFICATION
I hereby verify that the statements of fact made in the foregoing documents are
true and correct to the best of my knowledge, information and belief. I understand that
any false statements therein are subject to the criminal penalties contained in 18 Pa C.
S. Section 4904, relating to unsworn falsification to authorities.
Date: 7 b"46S (?? a • !?
Name• : o sow A, & ,2n ey
"??
Title: t' r-PS i a'C
VERIFICATION
I hereby verify that the statements of fact made in the foregoing documents are
true and correct to the best of my knowledge, information and belief. I understand that
any false statements therein are subject to the criminal penalties contained in 18 Pa C.
S. Section 4904, relating to unsworn falsification to authorities.
Date: 2/.2
J on Bonney
.... 9
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SMIGEL, ANDERSON & SACKS, LLP
River Chase Office Center, 3`d Floor
4431 North Front Street
Harrisburg, PA 17110
(717) 234-2401
Peter M. Good, Esquire
pgood@sasllp.com
Jessica E. Mercy, Esquire
jmercy@sasilp.com
Attorneys for Defendants
BONNEY CORPORATION d/b/a IN THE COURT OF COMMON PLEAS
TRIPLE E TECHNOLOGY CUMBERLAND COUNTY, PENNSYLVANIA
GROUP and JASON BONNEY
Plaintiffs, No. 08-1578
V.
PC & NETWORK ASSOCIATES, CIVIL ACTION - LAW
INC. and RICHARD W. POWELL
Defendants
ANSWER TO PLAINTIFFS' NEW MATTER
TO DEFENDANTS' COUNTERCLAIM
AND NOW, comes the Defendants, PC & Network Associates, Inc. and Richard W. Powell,
(collectively "PCNAI") by and through their attorneys, Smigel, Anderson & Sacks, LLP file this
Answer to Plaintiffs' New Matter to Defendants' Counterclaim and avers in support as follows:
123. This is an incorporation paragraph to which no responsive pleading is required.
124. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
125. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
126. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
127. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
128. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
129. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
130. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
131. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
132. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied. By way of further denial, Defendants
deny that they did not provide good customer service or that they did not address the clients' needs.
133. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied. By way of further denial, although
2
Defendants' technicians were not certified in MCSE and Citrix, they had experience using both of
the technologies.
134. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to what Jason Bonney may have suggested to Defendants.
Strict proof thereof is demanded at trial. By way of further denial, Defendants employed as many
technicians as was necessary to serve their clients.
135. Denied. The averments of this paragraph contain conclusions of law to which no
response is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response
is deemed required, the averments are specifically denied.
WHEREFORE, Defendants PC & Network Associates, Inc. and Richard W.
Powell respectfully request that this Honorable Court enter judgment in their favor and
against Plaintiff Jason Bonney, together with interest, costs, and any other relief that this
Court deems just.
SMIG , DE ON & ACKS, LLP
Date: August 18, 2008 By:
Peter M. Good, Esquire ID #64316
Jessica E. Mercy, Esquire ID #206405
River Chase Office Center, 3rd Floor
4431 North Front Street
Harrisburg, PA 17110
(717) 234-2401
Attorneys for Defendants
3
VERIFICATION
I, Richard W. Powell, verify that the statements contained in the foregoing document are
true and correct to the best of my knowledge, information and belief. I understand that false
statements therein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unsworn
falsification to authorities.
Date: 3)i$ my
Richard W. Powell
BONNEY CORPORATION d/b/a
TRIPLE E TECHNOLOGY
GROUP and JASON BONNEY
Plaintiffs,
V.
PC & NETWORK ASSOCIATES,
INC. and RICHARD W. POWELL
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
No. 08-1578
CIVIL ACTION - LAW
CERTIFICATE OF SERVICE
I, Peter M. Good, Esquire, attorney for the Defendants in the above-captioned
matter, certify that I this day served a copy of the foregoing Answer to Plaintiffs' New
Matter to Defendants' Counterclaim upon the person(s) indicated below by depositing a
copy of the same in the United States Mail, first class, postage prepaid, at Harrisburg,
Pennsylvania, and addressed as follows:
Bryan W. Shook, Esquire
The Law Offices of Darrell C. Dethlefs
2132 Market Street
Camp Hill, PA 17011
Attorney for Plaintiffs
Date: August 18, 2008
SMIGEI4/"]?EIRSON # SACKS, LLP
By:
Peter M. Good, Esquire ID #64316
Jessica E. Mercy, Esquire ID #206405
River Chase Office Center, 3Td Floor
4431 North Front Street
Harrisburg, PA 17110
(717) 234-2401
Attorneys for Defendants
77 t"i ;
i\? )
S