HomeMy WebLinkAbout08-1652t-A
Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
BOOKER TRANSPORTATION
SERVICES, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
NO. v'R- I` sot `l ui lr-"?
JURY TRIAL DEMANDED
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claim set forth
in the following pages, you must take action within twenty (20) days after this Complaint and
Notice are served, by entering a written appearance personally or by attorney and filing in
writing with the Court your defenses or objections to the claims set forth against you. You are
warned that if you fail to do so the case may proceed without you and a judgment may be entered
against you by the court without further notice for any money claimed in the Complaint or for
any other claim or relief requested by the Plaintiff. You may lose money or property or other
rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR YOU CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
2 Liberty Avenue
Carlisle, PA 17013
(717) 249-3166
681324.1
.-. J
Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
BOOKER TRANSPORTATION
SERVICES, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
: CIVIL ACTION - LAW
NO. Cg - 1Loiw, L
JURY TRIAL DEMANDED
COMPLAINT
NOW COMES Plaintiff, Computer Support, Inc. (hereinafter "CSI"), by and through its
counsel, Rhoads & Sinon LLP, and files the within Complaint as follows:
I. CSI is a corporation organized and existing under the laws of the Commonwealth
with a business address of P.O. Box 2429, Mechanicsburg, Pennsylvania 17055-2429.
2. CSI is a provider of computer software for the trucking industry.
3. Defendant, Booker Transportation Services, Inc. (hereinafter "Booker"), is a
corporation existing under the laws of the State of Texas with registered offices located at 102
Bluebonnet, P.O. Box 510, Booker, Texas 79005.
4. Booker is engaged in the trucking business.
5. In or around July 5, 1997, CSI entered into a "Computer Software Licensing and
Service Agreement" with Booker (the "Agreement"), whereby CSI agreed to license its TLC 7.5
_: a
computer software to Booker for a license fee of $35,000.00. A true and correct copy of the
Agreement is attached hereto as Exhibit A and is incorporated herein by reference.
6. In or around 2002, Booker upgraded its software application from TLC 7.5 to
CSI.Road.
7. In addition to the one-time licensing fee for CSI's computer software, Booker
participated in CSI's "Continued Support Program." (See Exhibit A p. 7.)
8. Under the terms of the "Continued Support Program," in exchange for an annual
fee, Booker received unlimited software support as well as the option to upgrade its licensed
software (by, for example, upgrading from TLC 7.5 to CSI.Road).
9. Under the terms of the Agreement, the Annual Fee for the "Continued Support
Program" is based on the number of users of the licensed software as follows:
# of Users
3-6
7-10
11-15
16-25
26-50
51-75
76-99
Annual Fee
$4,000
$6,000
$10,500
$12,000
$22,500
$31,500
$39,000
10. In or around 2007, the Annual Fees for the "Continued Support Program" were
increased as follows:
# of Users
3-6
7-10
11-15
16-25
26-50
51-75
76-99
Annual Fee
$5,000
$7,500
$13,200
$15,700
$28,400
$40,635
$49,140
11. Booker participated in the "Continued Support Program" every year since 1997.
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12. Booker, not CSI, determines how many users are permitted and/or authorized to
access CSI's licensed software.
13. CSI has the means to determine how many users are accessing its software.
However, doing so for each and every one of its customers would constitute an incredible and
time-consuming burden.
14. Thus, CSI largely depends on its customers to accurately and honestly report the
number of users that are being permitted access to the licensed software. Such an arrangement is
the norm in the software industry.
15. As explained, supra, the number of authorized users determines the amount of the
Annual Fee.
16. To that end, year after year, Booker was charged an Annual Fee of $7,000,
reflecting the presence of approximately seven (7) to ten (10) authorized users. True and correct
copies of the Invoices sent to Booker on an annual basis, reflecting the amount charged to
Booker for its participation in the "Continued Support Program," are attached hereto as Exhibit
B and are incorporated herein by reference.
17. Booker paid these invoiced Annual Fees, but failed to notify CSI that far more
than seven (7) to ten (10) users were being allowed access to CSI's licensed software.
18. Although CSI does not actively monitor the number of authorized users accessing
its licensed software, it has certain parameters in place to control the total number of users that
may access its software.
19. These parameters are based primarily on the number of supposed authorized users
for each copy of its licensed software.
-3-
20. Nevertheless, as a precautionary measure, the "upper limit" of these parameters is
set at a number that is substantially higher than the current user count in case a customer, for
whatever reason, must allow additional users access to CSI's licensed software.
21. However, once the "upper limit" of users is reached, any additional users will be
"locked out" of the licensed software.
22. Over the course of the parties' relationship, Booker never complained to CSI
about the licensed software or the services provided by CSI.
23. Instead, in or around November 2007, Booker contacted CSI because several of
its users were being "locked out" of CSI's licensed software.
24. After looking into this issue, CSI discovered that Booker had greatly exceeded the
total number of users for which it was being invoiced pursuant to the terms of the Agreement..
25. Specifically, CSI discovered that, during the ten year period from 1997 to 2007,
Booker permitted eighty-six (86) unique users to access the licensed software, a number of users
that is significantly, more than that which Booker had ever acknowledged or disclosed to CSI.
26. Moreover, CSI discovered that at least six (6) additional companies (other than
Booker) were using its software without first obtaining a license from CSI.
27. These six (6) companies include: Booker Trans.; Sallee, Inc.; Dodge City
Express, LLC; Dedicated Express; Container Services; and Combs Refrigeration LLC.
28. It is believed, and therefore averred, that Booker provided CSI's licensed software
to these companies (presumably in exchange for monetary consideration) without first obtaining
permission or authorization from CSI, as is required under the terms of the Agreement.
-4-
29. Based on its findings, CSI informed Booker that additional charges would be
imposed to reflect the large number of users that were, until November 2007, unaccounted for by
Booker.
30. In response, Booker notified CSI that it wished to discontinue its involvement in
CSI's "Continued Support Program" so as to avoid paying the extra invoiced amount.
31. Thereafter, CSI sent an Invoice to Booker, Invoice # 887642, which reflected the
amounts due and owing under the Agreement for: (1) the "Annual Maintenance fees to
accurately reflect # of users authorized to access CSI suite of software products from 1997 thru
2007"; and (2) the "One-time license fee for 7 additional companies @ $35,000 each." A true
and correct copy of Invoice # 887642, dated 1/09/08, and its accompanying cover letter are
attached hereto as Exhibit C and incorporated herein by reference.
32. As of January 9, 2008, the total amount due and owing by Booker pursuant to
Invoice # 887642 is $444,505.00.
33. The cover letter accompanying Invoice # 887642 informed Booker that further
access to CSI's licensed software would be denied starting February 12, 2008.
34. After Booker received Invoice # 887642, it contacted CSI and requested access
for sixty-five (65) users from February 12, 2008 through April 1, 2008 in exchange for a
payment of $7,500.00.
35. CSI accepted this payment on the express understanding that such acceptance did
not constitute a wavier of its right to seek the outstanding payments due and owing under the
terms of the Agreement.
36. CSI has made several requests for payment of Invoice # 887642.
37. Booker has failed and refused to respond to CSI's requests.
-5-
40 with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT II
(Account Stated)
47. CSI incorporates the above allegations as though fully set forth herein.
48. CSI sent Booker an Invoice detailing the amount of debt owed by Booker to CSI.
49. The Invoice accurately reflects the amount due by Booker to CSI pursuant to the
Agreement.
59: . Booker has failed and refused to pay the amount due.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $444,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT III
(Promissory Estoppel)
51. CSI incorporates the above allegations as though fully set forth herein.
52. In the alternative, assuming that Booker has no obligation under law to pay CSI
pursuant to the terms of the Agreement, CSI relied on the promises of Booker to its detriment.
53. As set forth above, Booker promised to pay CSI for its participation in the
"Continued Support Program," and such payments were to be based on the number of users
authorized by Booker to access CSI's licensed software.
54. As set forth above, in exchange for receipt of the licensed software, Booker
promised to not sublicense, assign, or transfer the software without first obtaining CSI's written
authorization.
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P A
55. CSI substantially performed all of its contractual obligations to Booker and has
delivered to Booker a proper Invoice for payment.
56. It was reasonable for Booker to expect that its promise to pay would induce CSI
to provide the software and services requested.
57. CSI did, in fact, rely on Booker's promise to pay.
58. Booker has benefited by failing to pay CSI $444,505.00.
59. Injustice will result if Booker's promise to pay CSI is not enforced.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $444,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT IV
(Uniust Enrichment)
60. CSI incorporates the above allegations as though fully set forth herein.
61. In the alternative, assuming that Booker has no obligation under law to pay CSI
pursuant to the terms of the Agreement, Booker has been unjustly enriched.
62. As set forth above, Booker received and accepted the benefit of CST's licensed
software and services, but Booker has refused to fully compensate CSI for these goods and
services.
63. By not paying the proper amount for its participation in the "Continued Support
Program," and by providing the licensed software to at least six (6) other companies without the
prior written consent of CSI, Booker has been unjustly enriched.
64. CSI has suffered financial injury as a proximate result of Booker's unjust
enrichment.
-8-
V
65. The reasonable value of the foregoing benefits is $444,505.00.
66. It would be inequitable for Booker to retain the benefits it received without
payment of consideration to CSI.
67. Injustice will result if CSI is denied recovery.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $444,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT V
(Tortious Interference with Prospective Contractual/Business Relationships)
68. CSI incorporates the above allegations as though fully set forth herein.
69. In the alternative, assuming that Booker has no obligation under the terms of the
Agreement to pay CSI for the licensed software it provided to other companies without CSI's
permission (via sublicense, assignment, or transfer), Booker is still liable to CSI for tortiously
interfering with CSI's prospective contractual and business relationships.
70. Specifically, Booker intended to prevent future contracts or relationships between
CSI and certain potential customers, namely: Booker Trans.; Sallee, Inc.; Dodge City Express,
LLC; Dedicated Express; Container Services; and Combs Refrigeration LLC.
71. Upon information and belief, Booker provided CSI's licensed software to these
companies without CSI's knowledge or consent.
72. Booker's actions were not privileged or justified.
73. Had these companies obtained software licenses through CSI, they would have
been required to pay at least $35,000.00 for each license.
-9-
74. As a result of Booker's conduct, Booker has impacted CSI's prospective business
and contractual relationships, and has caused, and will in the future cause, CSI to sustain harm.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $245,000.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT VI
(Intentional Misrepresentation)
75. CSI incorporates the above allegations as though fully set forth herein.
76. Booker represented to CSI that it would pay fees representing the actual number
of users that it had permitted to access CSI's licensed software.
77. Every year, with respect to the "Continued Support Program," CSI invoiced
Booker an Annual Fee reflecting approximately seven (7) to ten (10) users.
78. Booker paid these invoiced Annual Fees, and intentionally failed to notify CSI
that far more than seven (7) to ten (10) users were accessing CSI's licensed software.
79. By paying these invoices, Booker misrepresented to CSI the actual number of
users that were authorized to access the licensed software.
80. Such acts, omissions, and representations constituted material misrepresentations
of fact.
81. The acts, omissions, and representations made by Booker were false, and Booker
knew such acts, omissions, and representations to be false at the time that they were made, or
were made with reckless disregard as to their falsity, in an attempt to conceal the true number of
users that were authorized to access CSI's licensed software.
-10-
• 1
82. CSI reasonably and justifiably relied on, and was deceived by, the false,
inaccurate, and fraudulent representations made by Booker by, inter alia, continuing to perform
services for Booker pursuant to the terms of the parties' Agreement.
83. As a direct and proximate result of the foregoing, CSI has suffered and will
continue to suffer substantial monetary damages.
84. The actions of Booker were willful, wanton, and reckless, and CSI is entitled to
have punitive damages assessed against Booker.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $199,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT VII
(NeWiLyent Misrepresentation)
85. CSI incorporates the above allegations as though fully set forth herein.
86. Booker represented to CSI that it would pay fees representing the actual number
of users that it had permitted to access CST's licensed software.
87. Every year, with respect to the "Continued Support Program," CSI invoiced
Booker an Annual Fee reflecting approximately seven (7) to ten (10) users.
88. Booker paid these invoiced Annual Fees, and failed to notify CSI that far more
than seven (7) to ten (10) users were accessing CST's licensed software.
89. By paying these invoices, Booker misrepresented to CSI the actual number of
users that were authorized to access the licensed software.
-I1-
r
90. The foregoing acts, omissions, and representations of Booker were material,
fraudulent, intentional, false, inaccurate, and misleading, or, in the alternative, at a minimum,
were negligent.
91. Such acts, omissions, and representations constituted material misrepresentations
of fact.
92. Booker intended to induce CSI to rely upon said false, inaccurate, negligent, or
reckless representations.
93. CSI reasonably and justifiably relied on, and was deceived by, the false,
inaccurate, negligent, or reckless representations made by Booker.
94. As a direct and proximate result of the foregoing, CSI has suffered and will
continue to suffer substantial monetary damages.
WHEREFORE, Plaintiff, Computer Support,. Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $199,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
Respectfully submitted,
RHOADS & SINON LLP
By:
Todd J. Shill
John R. Martin
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
-12-
VERIFICATION
Fred Nichols, deposes and says, subject to the penalties of 18 Pa.C.S. § 4904 relating to
unsworn falsification to authorities, that the facts set forth in the foregoing Complaint are true
and correct to the best of his knowledge, information and belief.
Ot-
Fred Nichols
Date: 3/05/08
EXHIBIT A
? f
C. S. I. Computer Support, Inc.
P.O. Box 457 Camp M PA 17001-0457 Pbone (717) 691-6707 Fax (717) 691-7303
June 20,1997
Ms. Linda Freeman
Booker Transportation
P.O. Box 510
Booker,TX 79005
Fax# (806) 658-9139
Dear Linda,
In reference to our telephone conversation today I am faxing
my proposal to you this afternoon. Hardware recommendations
are included.
I thank you and Dennis for your time and CSI personnel look
forward to working with you in the near future.
Sincerely,
.R.Nichols
Page 1 of 8
COMPUTER SUPPORT, INC.
Tel # (717) 691.6707 Fax# (717) 691-7303
54 west main street
Meehaniesburg,Pennsylvania 17055
COMPUTER SOFTWARE LICENSING
AND SERVICE AGREEMENT
To:Linda Freeman
Booker Transportation (Customer)
P.O.Boz 51.0
Booker,TX 79005
COMPUTER SUPPORT, INC. (C.S.L) and the
Customer agree that the following terms and
conditions will apply to any order for C.S.I.
licensed programs and services.
Under these terms and conditions, C.S I. will (1)
furnish licensed program and documentation to the
Customer, and (2) grant to the Customer a
nontransferable and nonexclusive license to use the
licensed program materials.
The Customer agrees with respect to the licensed
programs to accept the responsibility for (1) their
selection to achieve the Customer's intended results
(2) their installation, (3) their use, and (4) the results
obtained therefrom.
Any temrs and conditions in addition to, or
modifications of this Agreement, shall be effective
for and only if said terms are reduced to writing,
signed by the parties hereto, and appended to this
Agreement.
The applications licensed to Customer are:
TLC 7.5 as demonstrated June 17,1997
C.S.I. expressly reserves the right to be the sole
detemi mer of whether any location transfer of
Applications or additional computer accesss is in
support of customc:es business or is a new site and
use is not covered by this Licensing Agreement.
CHARGES:
The one-time licensing charge for the use by the
Customer of the above-described licensed program
materials is $ 35,000 . Consulting Services are
charged at the manhour rate of $75. Travel and living
expenses are charged at the rate incurred.
APPLICABLE TAXES:
In addition to the charges due under this Agreement,
the Customer agrees to pay amounts equal to any
taxes resulting from this Agreement, or any activities
hereunder, exclusive of property taxes and taxes
based on net income.
LIMITED WARRANTY:
Each licensed program described above will perform
as demonstrated if (1) operated in accordance with the
instructions provided and (2) if used on a designed,
standard, satisfactorily fimctioning computer.
C.S.I. does not warrant that the functions contained in
a licensed program will meet the Customer's
requirements or will operate in the combinations
which may be selected for use by the Customer, or
that the operation will be uninterrupted or error-free
or that all program defects will be corrected.
THE FOREGOING WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Page 2 of 8
Computer Software Licensing and Service
Agreement (Continued)
LIMITATION OR REMEDIES:
C.S.I.'s entire liability and the Customer's exclusive
remedy shall be as follows:
In all situations involving performance or non-
performance of licensed programs fivmished under
this Agreement, the Customer's remedy is (1) time
correction by C.S.I. of program defects, or (2) if after
repeated efforts C.S.I. is unable to make the program
operate as warranted, the Customer shall be entitled
to recover actual damages to the limits set forth in
this section.
C.S.I.'s liability for damages to the Customer for any
cause whatsoever, and regardless of the form of
action, whether in contract or in tort including
negligence, shall be limited to the one-time licensing
fee actually paid for non-functioning portion of
licensed application.
GENERAL;
This Agreement is not assignable; neither the licenses
granted hereunder nor any of the licensed program
material or copies thereof may be sublicensed,
assigned or transferred by the Customer without the
prior written consent of C.S.I. Any attempt to
sublicense, assign or transfer any of the rights, duties
or obligations tinder this Agreement is void.
CS.L is not responsible for failure to fulfrll its
obligations under this Agreement due to causes
beyond its controL
No action, regardless of form, arising out of this
Agreement may be brought by either party more than
two Yeats after cause of actitlhaon has arisen,s or, in the
area of non-payment, more n two year from the
date of the last payment.
The licensed applications utilizes operating systems
which are the property of Borland International
,Microsoft,and Corel which have separate license
agreements and may not be copied.
The Agreement will be governed by the laws of the
Commonwealth of Pennsylvania. Customer
irrevocably agrees that all lawsuits must be filed in
either time Common Pleas Court for Dauphin County,
PA, or in the U.S. District Court for the Middle
District of PA. As an independent agreement,
customer waives the right to jury trial in all lawsuits
between us.
Page 3 of 8
COMPUTER SUPPORT, INC.
Td # (711) 691.6707 Fax # (717) 691-7303
54 West Bain 3ts"t
Nechanicabuxg,Pannsylvania 17055
Computer Software Ucensing and Service Agreement (Continued)
Initial training at C810MCes and 80 manhoprs of onsite training are included with
license fee.
Payment Terms: Initial payment 60% ($21,000) with signed contract. Invoice enclosed
Second Payment 20% ($7000) 30 days after,denv' ery of software
Final Payment 20% ($7000) 90 days niter delivery' of software
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PARTIES WHICH SUMtX=Zs ALL PROPOSALS OR PRIOR AWM*ai'PS, : ORAL OR WaT7=1
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Page 4 of 8
C. S. I. Computer Support, Inc.
P.O. Sox 457 Camp MR, PA 17001-0457 Phone (717) 691-6707 Fax (717) 691-7303
Recommended Computer
Hardware
• Contact local hardware installer for either a Windows NT
or Novell network (100 megabit min.) and computer
installation.
• PC's: Pentium 133 or higher processors with 64 meg of ram is
recommended (Minimum of 32 meg of ram)
• Server: Pentium Pro recommended with 128 meg of ram and 2 or
more gigabytes of harddrive.Consider Raid array and/or
hot swapable drive.
• Monitors: Dispatchers must have at least 17" monitors with
2280 X 1024 resolution capability.
• Printers:Laser Jet recommended for all printing.If delivery
receipts are multiple part forms we recommend Okidata 595
dot matrix printers.
• Communication: 28.8 or faster modems,current windows version
of PC Anywhere software.
• Operating software: Office 97 and Paradox for Windows(ver.7.0)
Note: Dell,Gateway,or Hewlett Packard are very popular and you
may want to consider either mailorder firm as your supplier.
Page 5 of 8
C• S• I. Computer Support, Inc.
P.O. Box 457 Camp E[M PA 17001-0457 Pbonc (717) 691-6707 Fax (717) 691-7303
Attn:Linda Freeman
Booker Transportation
P.O.Box 510
Booker,TX 79005
INVOICE #6528
Applications:TLC 7.5
Payment due (60%) on software license agreement:
$21,000.00
Due date is:With signed contract
Forward remittance, (Payable to Computer Support Inc), to:
Attn: F.R.Nichols
Computer Support Inc.
54 West Main Street
Mechanicsburg,PA 17055
Page 6 of 8
C. S. I. Computer Support, Inc.
P.O. Bo= 457 Camp HK PA 17001-0457 Phone (717) 691-6707 For (717) 691-7303
CONTINUED SUPPORT PROGRAM
(Effective 90 days after installation operational)
Consists of the following services:
Unlimited Support: Users contact CSI personnel via telephone or
modem to resolve concerns with licensed applications.
Free Upgrades: Company option to upgrade licensed applications to
current CSI software releases.
Annual fee based on number of users:
# of Users Annual Fee
3-6 $ 4000
7-10 6000
11-15 10500
16-25 12000
26-50 22500
51-75 31500
76-99 39000
Page 7 of 8
C. S. I. Computer Support, Inc,
P.O. Box 457 Camp HiU, PA 17001-0457 Phone (717) 691-6707 Fax (717) 691-7303
Implementation
1. Signed Contract and Downpayment
2. Delivery of software and documentation*
I Training*
A. Master Files:
Two or Three day session at CSI offices (Mechanicsburg,Pa)
Recommended that a minimum of two people attend.
B. Onsite Training:
Two CSI employees work with your staff to process a minimum of
one week's transactions through the system. CST employees are onsite
for one week (80 manhours).
C. Parallel Processing:
Client's employees process at least one weeek's transactions through
the system with CSI remote support.
D. Going Live:
Minimum of two CSI employees are on site to assist client's employees
in final step of implementation.
* Scheduled on receipt of signed contract and downpayment.
Page 8 of 8
EXHIBIT B
C51 a
COMPUTER SUPPORT, INC.
Invoice Number:
Terms:
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Reference Description
annual support fee 11/01/03-10/31/04
Invoice Total:
Computer Support, Inc.
P.O. Box 1429
Mechanicsburg, PA 17055
USA
INVOICE
Tuesday, October 7, 2003
00001007-0
Due upon receipt'"
Hours Rate Total
1.00 7,000.00 $7,000.00
1.00 $7,000.00
PLEASE REFERENCE INVOICE NUMBER: 00001007-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 1
COMPUTER SUPPORT, INC.
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
USA
INVOICE
Monday, October 4, 2004
Invoice Number: 00005789-0
Terms: ** Due upon receipt **
Reference Description Hours Rate Total
annual support 11/01/04 thru 10/31/05 1.00 7,000.00 $7,000.00
Invoice Total: 1.00 $7,000.00
PLEASE REFERENCE INVOICE NUMBER: 00005789-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 1
I \ ,
C51(w
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Reference Description
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
USA
INVOICE
Saturday, October 22, 2005
Invoice Number: 00007073-0
Terms: ** Due upon receipt **
Hours Rate Total
Annual support fee 11/01/05 thru 10/31/06 1.00 7,000.00 $7,000.00
Invoice Total: 1.00 $7,000.00
PLEASE REFERENCE INVOICE NUMBER: 00007073-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 1
C S1 a
COMPUTER SUPPORT, INC.
Invoice Number:
Terms:
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Reference Description
annual support fee 11/1/06 thru 10/31/07
Invoice Total
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
USA
INVOICE
Thursday, October 19, 2006
00008502-0
** Due upon receipt **
Hours Rate Total
1.00 7,000.00 $7,000.00
1.00 $7,000.00
PLEASE REFERENCE INVOICE NUMBER: 00008502-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 1
ti r
C S1 ( S
COMPUTER SUPPORT, INC.
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
USA
INVOICE
Monday, October 1, 2007
Invoice Number: 00009700-0
Terms: ** Due upon receipt **
Reference Description
Hours Rate Total
8/6/2007 Support Plan - Upgrade Booker database at CSI
.
8/29/2007 Support Plan - Check BA reports 1.00 0.00 $0.00
.
9/13/2007 Support Plan - Create hyperlink(double click) from actual 4.93 0.00 $0.00
location on dispatch by load to Star Trak site, using locati 1.08 0.00 $0.00
9/20/2007 Support Plan - Review settlement not being created from
FB. 1.92 0.00 $0.00
9/21/2007 Support Plan - Dispatch grid not updating properly
.
9/25/2007 General Support Billable - Commodity 'DRY' in wrong 0.42
0
58 0.00 $0.00:
class. . 125.00 $72.50.
9/25/2007 Support Plan - Commodity'DRY' in wrong class. 0
25
9/26/2007 Support Plan - Runtime error 91 object variable or with . 0.00 $0-00
block variable not set. 0.42 0.00 $0.00
9/27/2007 Support Plan - Runtime error when entering driver in
dispatch without starting location. 2.58 0.00 $0.00
9/24/2007 Support Plan - StarTrak receives error if a driver i
s
associated with a trailer and the trailer is not in dispatch. 0.42 0.00 $0.00
9/28/2007 Support Plan - User getting runtime error when 0
59
dispatching driver M. Martin on load 54416 in CSRV CSRV. . 0.00 $0.00
Annual Support Fees 11/01/07 thru 10/31/08
1.00 7,000.00 $7,000.00
Invoice Total: 15.19 $7,072.50
PLEASE REFERENCE INVOICE NUMBER: 00009700-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 1
EXHIBIT C
a , r f
S
CSF( W
COMPUTER SuPpon, INN.
01/09/08
Denis Cowley
Booker Transportation
2300 S. Pullman Road
Amarillo,TX 79118-6952
Dear Denis:
P.O. Box 2429
Mechanicsburg, Pa 17055
Tel# (717) 691-6707
Fax#(717)691-7303
Email: fnicholsp siroad com
www.csiroad.com
A review of the CSI database you have used for the past ten years disclosed
7 unlicensed companies as well as significantly more users than you acknowledged.
I have attached an invoice which reflects charges for correct number of company licenses
as well as the number of users setup in the respective database from 1997 thru 2007.
The CSIRoad application will shutdown on February 12,2008.
Sincerely,
F.R. Nichols
- 1 -
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N
W E
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CSF
C4MPMER SUPPORT, INC.
Invoice # 887642
One time license fee for 7 additional companies 0$35,000 each
Annual Maintenance fees to accurately reflect # of users authorized to
access CSI suite of software products from 1997 thru 2007.
Less maintenance fees paid during the same timeframe
Net Maintenance Fee Due
Total Invoice Amount
Due on receipt.
Send Remittance to: Attn: F.R.Nichols
CSI
P.O. Box 2429
Mechanicsburg, PA 17055
-1-
P.O. Box 2429
Mechanicsburg, Pa 17055
Tel# (717) 691-6707
Fax#(717)691-7303
Email: fnicholsCa csiroad com
www.csiroad.com
Date 1/09/08
$245,000.00
266,505.00
(70,000.00)
$199,505.00
$444,505.00
0
-n
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-:r -Ti
liter
Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
BOOKER TRANSPORTATION
SERVICES, INC.,
Defendant.
NO. 08-1652 Civil Term
JURY TRIAL DEMANDED
AFFIDAVIT OF SERVICE
TO THE PROTHONOTARY:
I hereby certify that the Complaint in the above-captioned matter was served by means of
Certified Mail, Return Receipt Requested, upon the following:
Norman Stull
Booker Transportation Services, Inc.
2300 S. Pullman Road
Amarillo TX 79118-6952
A copy of the receipt showing proof of service is attached hereto and made a part hereof.
684665.1
Respectfully submitted,
RHOADS & SINON LLP
By. J ?ll ? / -__
Todd J. Shill
John R. Martin
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
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EXHIBIT A
CERTIFICATE OF SERVICE
I hereby certify that on April 1 st, 2008, a true and correct copy of the foregoing Affidavit
of Service was served by means of United States mail, first class, postage prepaid, upon the
following::
Denis Cowley
Booker Transportation Services
2300 S. Pullman Road
Amarillo TX 79118-6952
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COMPUTER SUPPORT, INC.,
Plaintiff,
vs.
BOOKER TRANSPORTATION
SERVICES, INC.,
Defendant.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NO. 08-1652 CIVIL TERM
JURY TRIAL DEMANDED
NOTICE OF FILING NOTICE OF REMOVAL
TO THE PROTHONOTARY:
PLEASE TAKE NOTICE that a Notice of Removal has been filed by Defendant
Booker Transportation Services, Inc. to remove the above-captioned action from the Court of
Common Pleas of Cumberland County, Pennsylvania, to the United States District Court for the
Middle District of Pennsylvania. This removal was accomplished pursuant to the authority of
the Judiciary and Judicial Procedure Act, 28 U.S.C. § 1441 et seq.
A copy of the Notice of Removal filed with the United States District Court for
the Middle District of Pennsylvania is attached hereto as Exhibit A.
Pursuant to 28 U.S.C. § 1446(d), the filing of the Notice of Removal in the United
States District Court for the Middle District of Pennsylvania, together with the filing of a copy of
the Notice of Removal with this Court, effects the removal of this action and this Court shall
proceed no further unless and until this case is remanded.
Respectfully submitted,
B 'an P. owney (PA 59891)
Jus ' Weber (PA 89266)
PEPPER HAMILTON LLP
100 Market Street, Suite 200
Post Office Box 1181
Harrisburg, Pennsylvania 17108-1181
717.255.1155
717.238.0575 (Fax)
downeyb@pepperlaw.com
weber] g@pepperlaw. com
Attorneys for Defendant
Dated: April 4, 2008 Booker Transportation Services, Inc.
-2-
Case 1:08-cv-00608-YK Document 1 Filed 04/04/2008 Page 1 of 5
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
COMPUTER SUPPORT, INC.,
Plaintiff,
vs.
BOOKER TRANSPORTATION
SERVICES, INC.,
Defendant
CIVIL ACTION
NO.
Electronically Filed
NOTICE OF REMOVAL
Defendant Booker Transportation Services, Inc. ("Booker") hereby
removes this action from the Cumberland County Court of Common Pleas of the
Commonwealth of Pennsylvania to the United States District Court for the Middle
District of Pennsylvania pursuant to 28 U.S.C. § 1441. In support thereof, Booker
avers as follows:
Case 1:08-cv-00608-YK Document 1 Filed 04/04/2008 Page 2 of 5
1. On or about March 12, 2008, Computer Support, Inc.
("Plaintiff') commenced this action by filing a Complaint in the Cumberland
County Court of Common Pleas of the Commonwealth of Pennsylvania. A true
and correct copy of the Complaint is attached hereto as Exhibit A.
2. The Complaint was served on Booker on March 17, 2008.
GROUNDS FOR REMOVAL
Diversity Jurisdiction
3. Plaintiff is a Pennsylvania corporation and a citizen of
Pennsylvania and was a citizen of Pennsylvania at the time it filed the Complaint.
(Ex. A, Complaint ¶ 1).
4. Booker is a Texas corporation with its primary place of
business in Perryton, Texas, and therefore is deemed a citizen of Texas and was a
citizen of Texas at the time Plaintiff filed the Complaint. (Ex. A, Complaint ¶ 3).
5. Plaintiff seeks damages in excess of $444,505 and, therefore,
the amount in controversy is in excess of $75,000.00.
6. Pursuant to 28 U.S.C. § 1332, this Court may properly exercise
diversity jurisdiction over this claim because it is between citizens of different
states and the amount in controversy exceeds $75,000.00. Furthermore, the
defendant is not a citizen of Pennsylvania.
-2-
• Case 1:08-cv-00608-YK Document 1 Filed 04/04/2008 Page 3 of 5
7. Pursuant to 28 U.S.C. § 1441(a), this action is removable to this
Court by Booker.
8. Notice of removal shall be filed within 30 days from receipt of
a copy of the initial pleading setting forth the claim for relief upon which the action
or proceeding is based. 28 U.S.C. § 1446(b).
9. This Notice of Removal is timely because it is being filed less
than thirty (30) days after receipt of the Complaint. See 28 U.S.C. § 1446(b).
10. A copy of the Complaint, the only process, pleading or order
served on Booker, is attached as Exhibit A.
11. A Notice of Filing this Notice of Removal is being filed with
the Court of Common Pleas for Cumberland County, Pennsylvania, in accordance
with 28 U.S.C. § 1446(d). A copy of the Notice of Filing Notice of Removal is
attached hereto as Exhibit B.
12. A copy of this Notice will be served upon Plaintiff as required
by 28 U.S.C. § 1446(d).
-3-
Case 1:08-cv-00608-YK Document 1 Filed 04/04/2008 Page 4 of 5
WHEREFORE, Defendant Booker Transportation Services, Inc.
hereby removes this action from the Cumberland County Court of Common Pleas
of the Commonwealth of Pennsylvania to the United States District Court for the
Middle District of Pennsylvania.
Respectfully submitted,
s/Justin G. Weber
Brian P. Downey (PA 59891)
Justin G. Weber (PA 89266)
PEPPER HAMILTON LLP
100 Market Street, Suite 200
P.O. Box 1181
Harrisburg, PA 17108-1181
717.255.1150
717.238.0575 (Fax)
downeyb@pepperlaw.com
weberjg@pepperlaw.com
Dated: April 4, 2008 Attorneys for Defendant
Booker Transportation Services, Inc.
-4-
Case 1:08-cv-00608-YK Document 1 Filed 04/04/2008 Page 5 of 5
CERTIFICATE OF SERVICE
I certify that on April 4, 2008, a copy of the foregoing Notice of
Removal was served on counsel of record by United States mail, first class postage
prepaid, addressed as follows:
Todd J. Shill, Esquire
John R. Martin, Esquire
Rhoads & Sinon LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
s/Justin G. Weber
Justin G. Weber (PA 89266)
Case 1:08-cv-00608-YK Document 1-2 Filed 04/04/2008 Page 1 of 1
®JS 44 (Rev. 11104) CIVIL COVER SHEET
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the riling and service of pleadings or other papers as required bylaw, except as provided
by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of inlnating
the civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.)
1. (a) PLAINTIFFS
Computer Support, Inc.
(b) County of Residence of First Listed Plaintiff Cumberland County, PA
(EXCEPT IN U.S PLAINTIFF CASES)
DEFENDANTS
Booker Transportation Services, Inc.
County of Residence of First Listed Defendant Ochiltree County, Texas
(IN U.S PLAINTIFF CASES ONLY)
NOTE: INLAND CONDEMNATION CASES, USE THE LOCATION OF THE.
LANDINVOLVED.
(C) Attorney's (Firm Name, Address, and Telephonic Number) Attorneys (If Known)
Todd J. Shill, John R. Martin, Rhoads & Sinon LLP, One South Market Justin G. Weber, Brian P. Downey, Pepper Hamilton LLP, P.O. Box
Square, P.O, Box 1146, Harrisburg, PA 17108; 717, 1181, Harrisburg, PA 17108; 717.255.1155
H. BASIS OF JURISDICTION (Place an "x" in one Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES(Placo an "x" in One Box for Plaintiff
01 U.S. Government O 3 Federal Question
Plaintiff IU,S. Government Not a Party)
02 U.S. Government 0 4 Diversity
Defendant 1lndicate Citizenship of Parties to Item 111)
(For Diversity Cases Only) and One Box for Defendant)
PTF DEF PTF DEF
Citizen of This State 01 O 1 Incorporated or Principal Place O 4 O 4
of Business In This State
Citizen of Mother Slate O 2 0 2 Incorporated and Principal Place O 5 O 5
of Business In Another State
Citizen or Subject of a O 3 O 3 Foreign Nation Cl 6 C7 6
O I10Insurance PERSONAL INJURY PERSONAL INJURY O 610 Agnculture O 422 Appeal 28 USC 158 O 400 State Reapportionment
0 120 Marine ? 310 Airplane O 362 Personal Injury - O 620 Other Food & Drug O 423 Withdrawal O 410 Antitrust
D 130 Miller Act O 315 Airplane Product Med. Malpractice O 625 Drug Related Seizure 28 USC 157 ? 430 Banks and Banking
? 140 Negotiable Instrument Liability O 365 Personal Injury - of Property 21 USC 881 O 450 Commerce
O 150 Recovery of Overpayment ? 320 Assault, Libel & Product Liability O 630 Liquor Laws O 460 Deportation
& Enforcement of Judgment slander O 368 Asbestos Personal O 640 R.R. & Truck O 820 Copyrights O 470 Racketeer Influenced and
O 151 Medicare Act O 330 Federal Employers' Injury Product O 650 Airline Regs. O 830 Patent Corrupt Organizations
O 152 Recovery of Defaulted Liability Liability O 660 Occupational O 840 Trademark O 480 Consumer Credit
Student Loans O 340 Marine PERSONAL PROPERTY Safety/Health ? 490 CabltsSat TV
(Excl. Veterans) O 345 Marine Product D 370 Other Fraud Cl 690 other O 810 Selective Service
? 153 Recovery of Overpayment Liability Q 371 Truth in Lending S O 850 Securities/Commoditiest
of Veteran's Benefits O 350 Motor Vehicle O 380 Other Personal O 710 Fair Labor Standards 86 { HlA (139311) Exchange
O 160 Stockholders' Suits O 355 Motor Vehicle Property Damage Act O 862 Black Lung (923) C7 875 Customer Challenge
® 190 Other Contract Product Liability I7 385 Property Damage O 720 Labor/Mgmt Relations O 863 DIWC iDtW W (405(g)) 12 USC 3410
0 195 Contract Product Liability O 360 Other Personal Product Liability O 730 Labor/Mgmt.Reponing O 864 SSID Title XVi O 890 Other Statutory Actions
O 1% Franchise Iniury & Disclosure Avt 0 865 MI 405 ? 891 Agricultural Acts
PROPERTY N O 740 Railway Labor Act FEDOUL T SUITS ? 892 Economic Stabilization Act
210 Land Condemnation 441 Young 510 Mot{ons to Vacate O 790 Other Labor Litigation 870 Taxes (U.S. Plaintiff O 893 Environmental Matters
O 220 Foreclosure O 442 Employment Sentence O 791 6mpl, Rot. Inc. or Defendant) O 894 Energy Allocation Act
O 230 Rent Loose & Ejectment O 443 Housing/ Habeas Corpus: Security Act O 871 IRS-Third Parry O 895 Freedom of Information
O 240 Torts to land Accommodations O 530 Gemal 26 USC 7609 Act
O 245 Tort Product Liability O 444 Welfare O 535 Death Penalty O 900Appeal of Fce Determination
? 290 All Other Real Property O 445 Amer. w/Disabilities - O 540 Mandamus & Other Under Equal Access
Employment ? 550 Civil Rights to Justice
O 446 Amer. w/Disabilities - ? 555 Prison Condition 1 950 Constitutionality of
other State Statutes
O 440 Other Civil Rights
V. ORIGIN (Place an "X" in One Box Only) Appeal to District
O 1 02 0 3 0 4 O S Transferred from 0 6 0 7 Ju gd a from
Original Removrd from Remanded from Reinstated or another district Multidisricl Magistrate
Cite iltc.S. lyjv
VI. CAUSE OF ACTION liS U if $tatule?tttiler which you are filing (Do not cite jurisdictional statutes unless diversity):
e4
Brief description of cause:
Contract
VII. REQUESTED IN CHECK IF THIS IS A CLASS ACTION DEMANDS CHECK YES only if demanded in complaint.
COMPLAINT: UNDER F.R.C.P. 23 444,505.00 JURY DEMAND: O Yes ONO
VIII. RELATED CASE(S)
(See instructions): IF ANY JUDGE DOCKET' NUMBER
04/04/2008
RECEIPT p AMOUNT AAWMG IFP JUDGE MAG. JUDGE
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 1 of 37
EXHIBIT A
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 2 of 37
n
Todd J. Shill a
Attorney I.D. No. 69225
N _
John R. Martin _
Attorney I.D. No. 204125 -
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146 c:a {
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC., IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
Plaintiff, PENNSYLVANIA
V. CIVIL ACTION - LAW ?j
BOOKER TRANSPORTATION NO. D8 - L
SERVICES, INC.,
Defendant. JURY TRIAL DEMANDED
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claim set forth
in the following pages, you must take action within twenty (20) days after this Complaint and
Notice are served, by entering a written appearance personally or by attorney and filing in
writing with the Court your defenses or objections to the claims set forth against you. You are
warned that if you fail to do so the case may proceed without you and a judgment may be entered
against you by the court without further notice for any money claimed in the Complaint or for
any other claim or relief requested by the Plaintiff. You may lose money or property or other
rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR YOU CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
2 Liberty Avenue
Carlisle, PA 17013
(717) 249-3166
681'24.1
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 3 of 37
Todd J. Shill
Attorney I.D. No. 69225
John R. Martin
Attorney I.D. No. 204125
RHOADS & SINON LLP
One South Market Square, 12th Floor
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiffs
COMPUTER SUPPORT, INC.,
Plaintiff,
V.
BOOKER TRANSPORTATION
SERVICES, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
NO.
JURY TRIAL DEMANDED
COMPLAINT
NOW COMES Plaintiff, Computer Support, Inc. (hereinafter "CSI"), by and through its
counsel, Rhoads & Sinon LLP, and files the within Complaint as follows:
. 1. CSI is a corporation organized and existing under the laws of the Commonwealth
with a business address of P.O. Box 2429, Mechanicsburg, Pennsylvania 17055-2429.
2. CSI is a provider of computer software for the trucking industry.
3. Defendant, Booker Transportation Services, Inc. (hereinafter "Booker'j, is a
corporation existing under the laws of the State of Texas with registered offices located at 102
Bluebonnet, P.O. Box 510, Booker, Texas 79005.
4. Booker is engaged in the trucking business.
5. In or around July 5, 1997, CSI entered into a "Computer Software Licensing and
Service Agreement" with Booker (the "Agreement"), whereby CSI agreed to license its TLC 7.5
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 4 of 37
computer software to Booker for a license fee of $35,000.00. A true and correct copy of the
Agreement is attached hereto as Exhibit A and is incorporated herein by reference.
6. In or around 2002, Booker upgraded its software application from TLC 7.5 to
CSI.Road.
7. In addition to the one-time licensing fee for CSI's computer software, Booker
participated in CSI's "Continued Support Program." (See Exhibit A p. 7.)
8. Under the terms of the "Continued Support Program," in exchange for an annual
fee, Booker received unlimited software support as well as the option to upgrade its licensed
software (by, for example, upgrading from TLC 7.5 to CSI.Road).
9. Under the terms of the Agreement, the Annual Fee for the "Continued Support
Program" is based on the number of users of the licensed software as follows:
# of Users
3-6
7-10
11-15
16-25
26-50
51-75
76-99
Annual Fee
$4,000
$6,000
$10,500
$12,000
$22,500
$31,500
$39,000
10. In or around 2007, the Annual Fees for the "Continued Support Program" were
increased as follows:
# of Users
3-6
7-10
11-15
16-25
26-50
51-75
76-99
Annual Fee
$5,000
$7,500
$13,200
$15,700
$28,400
$40,635
$49,140
11. Booker participated in the "Continued Support Program" every year since 1997.
-2-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 5 of 37
12. Booker, not CSI, determines how many users are permitted and/or authorized to
access CSI's licensed software.
13. CSI has the means to determine how many users are accessing its software.
However, doing so for each and every one of its customers would constitute an incredible and
time-consuming burden.
14. Thus, CSI largely depends on its customers to accurately and honestly report the
number of users that are being permitted access to the licensed software. Such an arrangement is
the norm in the software industry.
15. As explained, su ra, the number of authorized users determines the amount of the
Annual Fee.
16. To that end, year after year, Booker was charged an Annual Fee of $7,000,
reflecting the presence of approximately seven (7) to ten (10) authorized users. True and correct
copies of the Invoices sent to Booker on an annual basis, reflecting the amount charged to
Booker for its participation in the "Continued Support Program," are attached hereto as Exhibit
B and are incorporated herein by reference.
17. Booker paid these invoiced Annual Fees, but failed to notify CSI that far more
than seven (7) to ten (10) users were being allowed access to CST's licensed software.
18. Although CSI does not actively monitor the number of authorized users accessing
its licensed software, it has certain parameters in place to control the total number of users that
may access its software.
19. These parameters are based primarily on the number of supposed authorized users
for each copy of its licensed software.
-3-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 6 of 37
20. Nevertheless, as a precautionary measure, the "upper limit" of these parameters is
set at a number that is substantially higher than the current user count in case a customer, for
whatever reason, must allow additional users access to CSI's licensed software.
21. However, once the "upper limit" of users is reached, any additional users will be
"locked out" of the licensed software.
22. Over the course of the parties' relationship, Booker never complained to CSI
about the licensed software or the services provided by CSI.
23. Instead, in or around November 2007, Booker contacted CSI because several of
its users were being "locked out" of CSI's licensed software.
24. After looking into this issue, CSI discovered that Booker had greatly exceeded the
total number of users for which it was being invoiced pursuant to the terms of the Agreement.
25. Specifically, CSI discovered that, during the ten year period from 1997 to 2007,
Booker permitted eighty-six (86) unique users to access the licensed software, a number of users
that is significantly. more than that which Booker had ever acknowledged or disclosed to CSI.
26. Moreover, CSI discovered that at least six (6) additional companies (other than
Booker) were using its software without first obtaining a license from CSI.
27. These six (6) companies include: Booker Trans.; Sallee, Inc.; Dodge City
Express, LLC; Dedicated Express; Container Services; and Combs Refrigeration LLC.
28. It is believed, and therefore averred, that Booker provided CSI's licensed software
to these companies (presumably in exchange for monetary consideration) without first obtaining
permission or authorization from CSI, as is required under the terms of the Agreement.
-4-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 7 of 37
29. Based on its findings, CSI informed Booker that additional charges would be
imposed to reflect the large number of users that were, until November 2007, unaccounted for by
Booker.
30. In response, Booker notified CSI that it wished to discontinue its involvement in
CSI's "Continued Support Program" so as to avoid paying the extra invoiced amount.
31. Thereafter, CSI sent an Invoice to Booker, Invoice # 887642, which reflected the
amounts due and owing under the Agreement for: (1) the "Annual Maintenance fees to
accurately reflect # of users authorized to access CSI suite of software products from 1997 thru
2007"; and (2) the "One-time license fee for 7 additional companies @ $35,000 each." A true
and correct copy of Invoice # 887642, dated 1/09/08, and its accompanying cover letter are
attached hereto as Exhibit C and incorporated herein by reference.
32. As of January 9, 2008, the total amount due and owing by Booker pursuant to
Invoice # 887642 is $444,505.00.
33. The cover letter accompanying Invoice # 887642 informed Booker that further
access to CSI's licensed software would be denied starting February 12, 2008.
34. After Booker received Invoice # 887642, it contacted CSI and requested access
for sixty-five (65) users from February 12, 2008 through April 1, 2008 in exchange for a
payment of $7,500.00.
35. CSI accepted this payment on the express understanding that such acceptance did
not constitute a wavier of its right to seek the outstanding payments due and owing under the
terms of the Agreement.
36. CSI has made several requests for payment of Invoice # 887642.
37. Booker has failed and refused to respond to CSI's requests.
-5-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 8 of 37
38. In light of Booker's conduct, no payment is likely to be forthcoming.
COUNTI
Breach of Contract)
39. CSI incorporates the above allegations as though fully set forth herein.
40. Pursuant to the terms of the Agreement, CSI provided "Continued Support"
services to which Booker subscribed in exchange for payment of an "Annual Fee," and this
amount was determined by the number of users authorized by Booker to access CSI's licensed
software.
41. By failing to disclose and pay for the actual number of authorized users that it had
permitted to access CSI's licensed software, Booker has breached the terms of the Agreement.
42. Moreover, the Agreements states that "neither the licenses granted hereunder nor
any of the licensed program material or copies thereof may be sublicensed, assigned or
transferred by the Customer without the prior written consent of CSI."
43. By sublicensing, assigning, or transferring CSI's licensed software to at least six
(6) other companies, without first obtaining the prior written consent of CSI, Booker has
breached the terms of the Agreement.
44. CSI has fully performed its obligations under the terms of the Agreement.
45. Booker, on the other hand, has not paid CSI for above-described fees, and CSI has
been damaged as a result.
46. Booker's failure to pay CSI as described herein constitutes a breach of the
Agreement.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of 5444,505.00, together
-6-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 9 of 37
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT II
(Account Stated)
47. CSI incorporates the above allegations as though fully set forth herein.
48. CSI sent Booker an Invoice detailing the amount of debt owed by Booker to CSI.
49. The Invoice accurately reflects the amount due by Booker to CSI pursuant to the
Agreement.
50: . Booker has failed and refused to pay the amount due.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $444,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT III
(Promissory Estoppel)
51. CSI incorporates the above allegations as though fully set forth herein.
52. In the alternative, assuming that Booker has no obligation under law to pay CSI
pursuant to the terms of the Agreement, CSI relied on the promises of Booker to its detriment.
53. As set forth above, Booker promised to pay CSI for its participation in the
"Continued Support Program," and such payments were to be based on the number of users
authorized by Booker to access CSI's licensed software.
54. As set forth above, in exchange for receipt of the licensed software, Booker
promised to not sublicense, assign, or transfer the software without first obtaining CSI's written
authorization.
-7-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 10 of 37
55. CSI substantially performed all of its contractual obligations to Booker and has
delivered to Booker a proper Invoice for payment.
56. It was reasonable for Booker to expect that its promise to pay would induce CSI
to provide the software and services requested.
57. CSI did, in fact, rely on Booker's promise to pay.
58. Booker has benefited by failing to pay CSI $444,505.00.
59. Injustice will result if Booker's promise to pay CSI is not enforced.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $444,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT IV
(Uniust Enrichment)
60. CSI incorporates the above allegations as though fully set forth herein.
61. In the alternative, assuming that Booker has no obligation under law to pay CSI
pursuant to the terms of the Agreement, Booker has been unjustly enriched.
62. As set forth above, Booker received and accepted the benefit of CSI's licensed
software and services, but Booker has refused to fully compensate CSI for these goods and
services.
63. By not paying the proper amount for its participation in the "Continued Support
Program," and by providing the licensed software to at least six (6) other companies without the
prior written consent of CSI, Booker has been unjustly enriched.
64. CSI has suffered financial injury as a proximate result of Booker's unjust
enrichment.
-8-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 11 of 37
65. The reasonable value of the foregoing benefits is $444,505.00.
66. It would be inequitable for Booker to retain the benefits it received without
payment of consideration to CSI.
67. Injustice will result if CSI is denied recovery.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $444,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT V
(Tortious Interference with Prospective Contractual/Business Relationships)
68. CSI incorporates the above allegations as though fully set forth herein.
69. In the alternative, assuming that Booker has no obligation under the terms of the
Agreement to pay CSI for the licensed software it provided to other companies without CSI's
permission (via sublicense, assignment, or transfer), Booker is still liable to CS1 for tortiously
interfering with CSI's prospective contractual and business relationships.
70. Specifically, Booker intended to prevent future contracts or relationships between
CSI and certain potential customers, namely: Booker Trans.; Sallee, Inc.; Dodge City Express,
LLC; Dedicated Express; Container Services; and Combs Refrigeration LLC.
71. Upon information and belief, Booker provided CSI's licensed software to these
companies without CSI's knowledge or consent.
72. Booker's actions were not privileged or justified.
73. Had these companies obtained software licenses through CSI, they would have
been required to pay at least $35,000.00 for each license.
-9-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 12 of 37
74. As a result of Booker's conduct, Booker has impacted CSI's prospective business
and contractual relationships, and has caused, and will in the future cause, CSI to sustain harm.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $245,000.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT VI
(Intentional Misrepresentation)
75. CSI incorporates the above allegations as though fully set forth herein.
76. Booker represented to CSI that it would pay fees representing the actual number
of users that it had permitted to access CSI's licensed software.
77. Every year, with respect to the "Continued Support Program," CSI invoiced
Booker an Annual Fee reflecting approximately seven (7) to ten (10) users.
78. Booker paid these invoiced Annual Fees, and intentionally failed to notify CSI
that far more than seven (7) to ten (10) users were accessing CSI's licensed software.
79. By paying these invoices, Booker misrepresented to CSI the actual number of
users that were authorized to access the licensed software.
80. Such acts, omissions, and representations constituted material misrepresentations
of fact.
81. The acts, omissions, and representations made by Booker were false, and Booker
knew such acts, omissions, and representations to be false at the time that they were made, or
were made with reckless disregard as to their falsity, in an attempt to conceal the true number of
users that were authorized to access CSI's licensed software.
-10-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 13 of 37
82. CSI reasonably and justifiably relied on, and was deceived by, the false,
inaccurate, and fraudulent representations made by Booker by, inter alia, continuing to perform
services for Booker pursuant to the terms of the parties' Agreement.
83. As a direct and proximate result of the foregoing, CSI has suffered and will
continue to suffer substantial monetary damages.
84. The actions of Booker were willful, wanton, and reckless, and CSI is entitled to
have punitive damages assessed against Booker.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $199,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
COUNT VII
(Negligent Misrepresentation)
85. . CSI incorporates the above allegations as though fully set forth herein.
86. Booker represented to CSI that it would pay fees representing the actual number
of users that it had permitted to access CSI's licensed software.
87. Every year, with respect to the "Continued Support Program," CSI invoiced
Booker an Annual Fee reflecting approximately seven (7) to ten (10) users.
88. Booker paid these invoiced Annual Fees, and failed to notify CSI that far more
than seven (7) to ten (10) users were accessing CST's licensed software.
89. By paying these invoices, Booker misrepresented to CSI the actual number of
users that were authorized to access the licensed software.
- 11 -
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 14 of 37
90. The foregoing acts, omissions, and representations of Booker were material,
fraudulent, intentional, false, inaccurate, and misleading, or, in the alternative, at a minimum,
were negligent.
91. Such acts, omissions, and representations constituted material misrepresentations
of fact.
92. Booker intended to induce CSI to rely upon said false, inaccurate, negligent, or
reckless representations.
93. CSI reasonably and justifiably relied on, and was deceived by, the false,
inaccurate, negligent, or reckless representations made by Booker.
94. As a direct and proximate result of the foregoing, CSI has suffered and will
continue to suffer substantial monetary damages.
WHEREFORE, Plaintiff, Computer Support, Inc., demands judgment in its favor against
Defendant, Booker Transportation Services, Inc., in the total amount of $199,505.00, together
with interest, costs, reasonable attorneys' fees, and any other amount this Court deems just and
proper.
Respectfully submitted,
RHOADS & SINON LLP
By: IIAL MA-
Todd J. Shill
John R. Martin
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
-12-
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 15 of 37
VERIFICATION
Fred Nichols, deposes and says, subject to the penalties of 18 Pa.C.S. § 4904 relating to
unsworn falsification to authorities, that the facts set forth in the foregoing Complaint are true
and correct to the best of his knowledge, information and belief.
RrJ -OK - A -0
Fred Nichols
Date: 3105/08
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 16 of 37
EXHIBIT A
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 17 of 37
Co S. I. Computer Support, Inc.
P.O. Box 457 Camp HID. PA 170014457 Prune (717) 691.6717 Tax (717) 6917303
June 20,1997
Ms. Linda Freeman
Booker Transportation
P.O. Box 510
Booker,TX 79005
Fax# (806) 658-9139
Dear Linda,
In reference to our telephone conversation today I am faxing
my proposal to you this afternoon. Hardware recommendations
are included.
I thank you and Dennis for your time and CSI personnel look
forward to working with you in the near future.
Sincerely,
CF.R.Nichols
Page 1 of 8
ent Case 1:08-cy,?,OQ6o8?Y, KpT ?cTmR S1-T PPeO04R A. INPage 18 of 37
IN C,
3.
(,; (,?' fir TTd # (717L691-6? I FJ:a # (n7) 01173
54 Bast Nails strvat
MRchaniCSb"V,Pennsylvania 17055
COMPUTER SOFTWARE LICENSING
AND SERVICE AGREEMENT
To:Linda Freeman
Booker Transportation (Customer)
P.O.Box 51.0
Booker,TX 79M
COMPUTER SUPPORT, INC. (C.S.L) and the
Customer agree that the following terms and
coodidw wil apply to any order for CSJ.
liceand programs and services.
Under these terrors and conditions, C.S.I. will (1)
famish licensed ptogra M and docuunenMon to the
Curstumer, and (2) great to the Customer a
r erable and nonexclusive license to use the
licensed prognan materials.
The Qntomcr agrees with respect to the licensed
programs to accept the respou fbility for (1) their
selectitm to achicvc the Custoser s intended results
(1) their installation, (3) their ere, and (4) the results
obtained tbmfwm.
Any teams and conditions in addition to, or
modifications of this Agreemtntt„ shall be effective
for and only if said teems are reduced to writing,
Opod by the Fames bum, and appended to this
The applications licensed to Customer are:
TLC 7.5 as demonstrated June 17,1997
C.S.I. expressly reserves the right to be the sole
deter . of whether any location transfer of
Applications or additional computer access is in
support of Gm's business or is a new site and
use is M covered by this U arsing Agreement.
CHARGES:
The one-time licensing charge for the use by the
Customer of the above-dendibod licensed psoSwo
materials is S 35,000 . Consu>amg Services are
charged at the snanhour rate of $75. Tavel and living
expenses arc charged at the rave incuaed.
APPLICABLE TAXES:
In addition to tho charges duo under this Agreement,
the Customer agrees to pay atuormtt egwl to any
taxes resulting from this Agreement, or airy sedvuies
hereunder; exclusive of property truces and axes
based on net income.
LIMTI'ED WARRANTY:
Each licansed pmgram described above will perform
as demon3uUed if (1) operated in accordance with the
instructions pmavided and (1) if used on a designed,
shindard, satisfactorily functioning compater.
C.S.I. does not waasnt that the huctions contained in
a liccnsod ptrogrmm will mot the Customer's
requiruanents or will opena in the combinations
which may be selected for use by the Customer, or
that the operation will be tmiotennptod or error-free
or that all program defects will be comcwd.
THE FOREGOING WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR IIdPLIED, INCLUDING BUT
NOT LQIHTED TO THE UdPL FD
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Page 2 of 8
COMPLase UMr 1 O( 6O8 C jC rn?e t _3 CS Red ? n04/2( 8 for Pf re 1t9 ? IN its
Agreement (Continued) obligations under this Agrement due to causes
beyond its ccmtroL
LDMWATION OR RE]Vi> MS:
C.S.I.'s entire liability and the Customer's exclusive
remedy shall be as follows:
In all situations involving pu fonnamce or non.-
perfoanance of licensed programs famished under
this Apmmment, the CustamdS remedy is (I) the
Correction by C.S.I. of program defects, or (2) if after
repeated efforts C.SI. is unable to mains t]te program
operate as warranted, the CusDOmer shall be eatMed
to recover actual. damages to the limits set forth in
this section.
C.S.L's liability for damages to the Cust zam for any
camas whatsoever, and regardless of the form of
action. whether in contract or in tort imdhrdiog
negligence, d aU be lmmited to the one-time Hcxmsing
fee actually paid for non-functioning portion of
licensed application.
No action, regardless of four, arising out of this
Agreement may be Wvo* by m&w pay mole than
two years after camas of action has arim cc in the
area of uon-Psyme14 more than two years from the
data of the last payment.
The licensed applications utilizes operating systems
which are the property of Borland Internsdonal
,W=osoftand Cored which have separate lic n
agreanaRs and may not be copied.
'Ibe Agreement will be governed by the laws of the
CommonWea]th Of PeOUSYlVEMiL customer
irrevocably agrees that sU lawsuits must be frbd in
either the Conmn Pleas Court four Dmq*m County,
PA, or in the U.S. District Court for the Middle
District of PA. As an independent agreement;,
customer waives the right to jury trial in all lawsuits
between us.
This Apeaaeot is not assignable; ncitherr the licenses
granted hereunder nor any of the licensed program
material or copses the z< may be srblicensed,
assigned or timulazzed by the Customer without the
prior written coe cot of C.S.I. Any attempt to
subliceasx, amp or transfer any of the rights, duties
or obligations under this Agreement is void.
Page 3 of 8
Case 1:01 ff(5&RjftJr§UP1 P IgdRR4/INC. 20 of 37
Td # (711) 6914707 leas # (717)691-'739)IN
5411 Nast Nails stmt
Itealtianiosbarg,Aannsylvania 17055
Computer Software Lkendng and Sw vke Agreement (Conttaaed)
Initial tralalag 81 CSI OM M and 80 manbours of Onslte training are Included with
license tea
Payment Terms: Initial payment 60% ($21,000) with Signed contract. Invoice enclosed
Second Payment 20'/9 (87000) 30 days after,dellvery orsoltwam
Final Payment 20•/. ($7000) " day* after delivery of software
ilm CVSZ'M= =W 911 US YWJW TATS AGIMMU 1T, v11D111131TAIMS IT 11th
AMMS TO Ili UMM sz ITS T?,1SN AM OCW&TZONS. 1vR'1 M, UN C=TCMM ASMS
TnAT IT I5 T= COMM= AM ZX=SXM M91'1'is M Or T$ZS AW111 ®IT =4llmt TU
MM MS WICR SV)fOls7 M ALL S11OVOSAZS M MOM AGNMMI1TS, . OM OR =IT=,
AND ALL D'171?A C01?R71ZI si!'PNlN11 TAS pM=X RILR7M TO TM SUM== 1A'19,'JCR
Os TNZi
Title CiM
cap 6 olo,..
Page 4 of 8
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 21 of 37
C. S. I. Computer Support, Inc.
P.O. Hos 457 Camp M PA 17061-0457 Platy (717) 491-6707 F" (717) 691-7303
Recommended Computer
Hardware
• Contact local hardware installer for either a Windows NT
or Novell network (100 megabit min.) and computer
installation.
• PC's: Pentium 133 or higher processors with 64 meg of ram is
recommended (Minimum of 32 meq of ram)
• Server: Pentium Pro recommended with 128 meq of ram and 2 or
more gigabytes of harddrive.Consider Raid array and/or
hot swapable drive.
• Monitors: Dispatchers must have at least 170 monitors with
1280 X 1024 resolution capability.
• Printers:Laser Jet recommended for all printing.If delivery
receipts are multiple part forms we recommend Okidata 595
dot matrix printers.
• Communication: 28.8 or faster modems,current windows version
of PC Anywhere software.
• operating software: Office 97 and Paradox for Windows(ver.7.0)
Note: Dell,Gateway,or Hewlett Packard are very popular and you
may want to consider either mailorder firm as your supplier.
Page 5 of 8
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 22 of 37
C. S. I. Computer Support, Inc.
P.O. SM 157 CU* HO, PA 17"1.0437 PLae (717) 6916707 F. (717) 691-7303
Attn:Linda Freeman
Booker Transportation
P.O.Box 510
Booker,TX 79005
INVOICE #6528
Applications:TLC 7.5
Payment due (60%) on software license agreement:
$21,000.00
Due date is:With signed contract
Forward remittance, (Payable to Computer Support Inc), to:
Attn: F.R.Nichols
Computer Support Inc.
54 west Main Street
Mechanicsburg,PA 17055
Page 6 of 8
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 23 of 37
C. S. I. Computer Support, Inc.
P.O. 9e= 457 Cnq NA PA 170!1-0139 Pbona (717) 691.6707 Fox (717) 691-7303
CONTINUED SUPPORT PROGRAM
(Effective 90 days after installation operational)
Consists of the following services:
Unlimited Support: Users contact CSI personnel via telephone or
modem to resolve concerns with licensed applications.
Free Upgrades: Company option to upgrade licensed applications to
current CSI software releases.
Annual fee based on number of users:
# of Users Annual Fee
3-6 $ 4000
7-10 6000
11-15 10500
16-25 12000
26-50 22500
51-75 31500
76-99 39000
Page 7 of 8
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 24 of 37
C. S. I. Computer Support, Inc.
P.O. Box 4V Gap IM PA 170014457 PIme (717) 014707 Fn (717) 6"-TM 3
Implementation
1. Signed Contract and Downpayment
2. Delivery of software and documentation*
3. Trahdng*
A. Master Files:
Two or Three day session at CSI offices (Mechanicsbarg,N)
Recommended that a minimum of two people attend.
B. Onsite Training:
Two CSI employees work with your staff to process a minimum of
one week's transactions tbrough the system. CST employees are onsite
for one week (80 manhours).
C. Parallel Processing:
Client's employees process at least one weeek's transactions through
the system with CS1 remote support.
D. Going Live:
Minimum of two CSI employees are on site to assist client's employees
in final step of implementation.
* Scheduled on receipt of signed contract and downpayment.
Page 8 of 8
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 25 of 37
EXHIBIT B
Case 1:08-cv-00608-YK Document 1-3
c4si
COIMPUM SUPPORT I NC.
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Reference Description
Filed 04/04/2008 Page 26 of 37
Computer Suppor4 Inc.
P.0. Box 2429
Mechanicsburg, PA 17053
USA
Invoice Number.
Terms:
Hours
INVOICE
Tuesday, October 7, 2003
00001007-0
" Due upon receipt "
Rate Total
annual support fee 11/01/03-10/31/04
1.00 7,000.00 $7,000.00
Invoice Total: 1.00
PLEASE REFERENCE INVOICE NUMBER: 00001007-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
$7,000.00
Page 1
Case 1:08-cv-00608-YK Document 1-3
(:51 V
CON?PMR SUPPORT, INC.
Filed 04/04/2008 Page 27 of 37
Computer Support Inc.
P.O. Box 2429
Mechmricsbarg, PA 17055
USt
Invoice Number.
Terms:
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Reference Description Hours
INVOICE
Monday, October 4, 2004
00005789-0
Due upon receipt "
Rate Total
annual support 11/01/04 thru 10/31/05 1.00 7,000.00 $7,000.00
Invoice Total: 1.00 $7,000.00
PLEASE REFERENCE INVOICE NUMBER: 00005789-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 1
Case 1:08-cv-00608-YK Document 1-3
c4iw S
COMPMR SUPPORT,1NCe
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Reference Description
Filed 04/04/2008 Page 28 of 37
Computer Support Inc,
P.O. Bas 2429
MechanlcsbwX PA 17055
USA
INVOICE
Saturday, October 22, 2005
Invoice Number: 00007073-0
Terms: Due upon receipt
Hours Rata Total
Annual support fee 11/01/05 thru 10131/06 1.00 7,000.00 $7,000.00
Invoice Total 1.00 $7,000.00
PLEASE REFERENCE INVOICE NUMBER: 00007073-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 1
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 29 of 37
Computer Support Inc.
P.O. Box 2429
cra C
coWPUrER suPpo?rr, INC.
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Mechamcsbmg, PA 17033
USA
INVOICE
Thursday, October 19, 2006
Invoice Number: 00008502-0
Terms: " Due upon receipt"
Reference Description Hour Rate Total
annual support fee 11/1106 thru 10/31/07 1.00 7,000.00 $7,000.00
Invoice Total: 1.00 $7,000.00
PLEASE REFERENCE INVOICE NUMBER: 00008502-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention; Accounts Receivable Administrator
Page 1
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008
COMPtJ?'EM SUPPORT, I NC,
Invoice Number:
Terms:
Booker Transportation
Attn: Raymond Brady
P.O. Box 510
Booker, TX 79005
Mrchamsbwg, PA 17055
USA
INVOICE
Monday, October 1, 2007
00009700-0
Due upon receipt"
Reference Description Hours Rate Total
8/6/2007 Support Plan - Upgrade Booker database at CSI. 1.00 0.00 $0.00
8129/2007 Support Plan - Check BA reports. 4.93 0.00 $0.00
9/13/2007 Support Plan - Create hyperlink(double dick) from actual 1.08 0.00 $0.00
location on dispatch by load to Star Trek site, using locati
9120/2007 Support Plan - Review settlement not being created from 1.92 0.00 MOO
FB,
9/21/2007 Support Plan - Dispatch grid not updating properly. 0.42 0.00 $0.00.
925/2007 General Support Billable - Commodity 'DRY' in wrong 0.58 125.00 $72.50
class.
912512007 Support Plan - Commodity 'DRY in wrong class. 0.25 0.00 $0-00
9262007 Support Plan - Runtime error 91 object variable or with 0.42 0.0c $0.00
block variable not set.
9272007 Support Plan - Runtime error when entering driver in 2.58 0.00 $0.00
dispatch without starting location.
9242007 Support Plan - StarTrak receives error if a driver is 0.42 0.00 $0.00
associated with a trailer and the trailer is not In dispatch.
9282007 Support Plan - User getting runtime error when 0.59 0.00 $0.00
dispatc ring driver M. Martin on load 54416 in CSRV CSRV.
Annual Support Fees 11/01/07 thru 10131/08 1 00 7,000.00 $7,000.00
Invoice Total: 15.19 $7,072.50
PLEASE REFERENCE INVOICE NUMBER: 00009700-0 ON REMITTANCE
Make Checks Payable to:
Computer Support, Inc.
P.O. Box 2429
Mechanicsburg, PA 17055
Attention: Accounts Receivable Administrator
Page 30 of 37
Computer Support, Inc.
P.O. Bax 1119
Page 1
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 31 of 37
EXHIBIT C
Case 1:08-cv-00608-YK Document 1-3
N
W
s
CW( E
t?oMPUTER SUPPORT, IN&
01/09/08
Denis Cowley
Booker Transportation
2300 S. Pullman Road
Amadlio,TX 79118-6952
Dear Denis:
P.O. Box 2429
Mechanicsburg, Pa 17055
Tel# (717) 691-6707
Fax#(717)691-7303
Email: fnichols(ftsiroad.com
www.csiroad.com
A review of the CSI database you have used for the past ten years disclosed
7 unlicensed companies as well as significantly more users than you acknowledged.
I have attached an invoice which reflects charges for correct number of company licenses
as well as the number of users setup in the respective database from 1997 thru 2007.
The CSIRoad application will shutdown on February 12,2008.
Sincerely,
F.R. Nichols
Filed 04/04/2008 Page 32 of 37
- 1 -
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 33 of 37
C90
COMPUTER SUPPORTy INC.
P.O. Box 2429
Mechanicsburg, Pa 17055
Tel# (717) 691-6707
Fax#(717)691-7303
Email: fnichols(&csiroad.com
www.csiroad.com
Invoice # 887642 Date 1/09/08
One time license fee for 7 additional companies @$35,000 each $245,000.00
Annual Maintenance fees to accurately reflect # of users authorized to
access CSI suite of software products from 1997 thru 2007. 266,505.00
Less maintenance fees paid during the same timeframe (70,000.00)
Net Maintenance Fee Due $199,505.00
Total Invoice Amount $444,505.00
Due on receipt.
Send Remittance to: Attn: F.R.Nichols
CSI
P.O. Box 2429
Mechanicsburg, PA 17055
- 1 -
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 34 of 37
CERTIFICATE OF SERVICE
I hereby certify that on March 13th, 2008, a true and correct copy of the foregoing
"Complaint" was served by Certified Mail, Return Receipt Requested upon the following:
Booker Transportation Services, Inc.
2300 S. Pullman Road
Amarillo TX 79118-6952
Jeanl tus
682'_23.1
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 35 of 37
EXHIBIT B
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 36 of 37
COMPUTER SUPPORT, INC., IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff,
CIVIL ACTION - LAW
Vs.
BOOKER TRANSPORTATION NO. 08-1652 CIVIL TERM
SERVICES, INC., ;
Defendant. , JURY TRIAL DEMANDED
NOTICE OF FILING NOTICE OF REMOVAL
TO THE PROTHONOTARY:
PLEASE TAKE NOTICE that a Notice of Removal has been filed by Defendant
Booker Transportation Services, Inc. to remove the above-captioned action from the Court of
Common Pleas of Cumberland County, Pennsylvania, to the United States District Court for the
Middle District of Pennsylvania. This removal was accomplished pursuant to the authority of
the Judiciary and Judicial Procedure Act, 28 U.S.C. § 1441 et seq,
A copy of the Notice of Removal filed with the United States District Court for
the Middle District of Pennsylvania is attached hereto as Exhibit A.
Pursuant to 28 U.S.C. §1446(d), the filing of the Notice of Removal in the United
States District Court for the Middle District of Pennsylvania, together with the filing of a copy of
the Notice of Removal with this Court, effects the removal of this action and this Court shall
proceed no further unless and until this case is remanded.
Case 1:08-cv-00608-YK Document 1-3 Filed 04/04/2008 Page 37 of 37
Respectfully submitted,
L.Jo.,
B 'an P) .Downey (PA 59891)
Jus ' . Weber (PA 89266)
PEPPER HAMILTON LLP
100 Market Street, Suite 200
Post Office Box 1181
Harrisburg, Pennsylvania 17108-1181
717.255.1155
717.238.0575 (Fax)
downeyb@pepperlaw.com
weber] g@pepperl aw. com
Attorneys for Defendant
Dated: April 4, 2008 Booker Transportation Services, Inc.
-2-
CERTIFICATE OF SERVICE
I certify that on April 4, 2008, a copy of the foregoing Notice of Filing Notice of
Removal was served on counsel of record by United States mail, first class postage prepaid,
addressed as follows:
Todd J. Shill, Esquire
John R. Martin, Esquire
Rhoads & Sinon LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
in G. Weber (PA 89266)
Zo
C