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HomeMy WebLinkAbout08-3188w OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. :NO. Dg - aMo C iVi I INEQUITY T?'M LOU S. DRAYER, A.K.A. SCOTT DRAYER, : Corporate Dissolution / 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORAMTION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Phone: (717) 249-3166 (800) 990-9108 AMERICANS WITH DISABILITIES ACT OF 1990 The Court of Common Pleas of Cumberland County is required by law to comply with the Americans with Disabilities Act of 1990. For information about accessible facilities and reasonable accommodations available to disabled individuals having business before the Court, please contact our office. All arrangements must be made at least 72 hours prior to any hearing or business before the Court. All arrangements must be made at least 72 hours prior to any hearing or business before the court. You must attend the scheduled conference or hearing. A : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA : NO. OSI- 31 FY IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION COMPLAINT AND NOW, comes OLIE MICK, by and through their counsel, Vincent M. Monfredo, Esquire, in support of his COMPLAINT avers as follows: OLIE MICK Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant 1. Plaintiff Olie Mick is an adult individual of Cumberland County Pennsylvania, residing at 32 Montresa Road, Carlisle, PA 17015. 2. Plaintiff owns 50% of the shares in Draymick, Inc. 3. Plaintiff is also a Director and Officer of Draymick, Inc. 4. Defendant, Scott Drayer, an individual of Cumberland County Pennsylvania, believed to reside at 418 Linden Street, Mechanicsburg, PA 17050. 5. Defendant is an owner of 50% of the shares in Draymick, Inc. 6. Defendant, is also a Director and Officer of Draymick, Inc. 7. Draymick, Inc. is a corporation under the laws of Pennsylvania with its principle place of business in Carlisle, PA, where it operates a Rhino Lining Franchise. INVOLUNTARY DISSOLUTION AND WINDING UP OF THE CORPORATION 8. Previous paragraphs are incorporated. 9. Draymick, Inc. (hereinafter DRAYMICK) is based in Cumberland County, operates in Cumberland County, and has a registered address of 138 N. Locust Point Road, Building B, Mechanicsburg, PA 17050. s 10. This Court has power to hear this matter under Title 15 of the Consolidated Statutes as a matter in equity, and can issue preliminary injunctions and the like. See 15 Pa.C.S. § 1981-1989. 11. During the month of September, Plaintiff was forced out of Draymick. 12. Plaintiff was no longer allowed to take part in the decision making of Draymick. 13. Plaintiff and Defendant began negotiations to buy Plaintiff out, but negotiations broke down and an agreement was never reached. 14. Defendant continues to keep Plaintiff out of the decision making aspects of Draymick. 15. Defendant may have misapplied corporate funds. 16. Defendant has misled Plaintiff in determining the value of Draymick in order to negotiate the buy-out of Plaintiff. 17. As a shareholder, director, and officer, Plaintiff has a right to make decisions regarding the use of funds, expansion of the business, and other material matters. 18. Plaintiff has been denied his rights. 19. It is in the best interests of Draymick, its directors, its officers, and its shareholders to dissolve. 20. Plaintiff believes Defendant is in the process of closing down the business and liquidating the assets. 21. Plaintiff has heard that Defendant is set to sell the assets and shut down the business on Friday, May 23, 2008. 22. Defendant has not contacted Plaintiff or allowed him to be part of the sale of the business. 23. Plaintiff has a right to the proceeds of the business. 24. Plaintiff will be injured if not allowed to take part in the liquidating of the business. 25. Appoint a temporary receiver in the form of a CPA to be determined at a later date by the court. 26. Further, allow that the receiver or temporary receiver be empowered to sell the business and its asset at public auction or otherwise wind down the corporation. 27. Consider granting injunctions as allowed by 15 Pa.C.S. Section 1984. WHEREFORE Plaintiffs request this Honorable Court grant their request, appoint a receiver in the form of a CPA, and enter an order allowing for the scheduling of a public auction and sale of the business in whole if possible, or that it be liquidated if necessary, upon further request of the receiver. Respectfully submitted, ROMINGER & ASSOCIATES Date: '?-- 90 -?% Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, PA 17013 (717) 241-6070 Supreme Court ID # 206671 Attorney for Plaintiff OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. NO. IN EQUITY LOU S. DRAYER, A.K.A. SCOTT DRAYER, : Corporate Dissolution / 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION VERIFICATION Vincent M. Monfredo, Esquire, states that he is the attorney for Olie Mick, Plaintiff in this action; that he makes this affidavit as attorney because he has sufficient knowledge or information and belief, based upon his investigation of the matters averred or denied in the foregoing document; and that this statement is made subject to the penalties of 18 Pa. C.S. Pa.C.S. §4904, relating to unworn falsification to authorities. Date: ? Vincent M. Monfredo, Esquire Attorney for Plaintiffs 00 0 _ fii? ?`J W J' OLIE MICK Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA : NO. (? ?'? 3 ( IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION MOTION FOR EMERGENCY INJUNCTION INVOLUNTARY WINDING UP AND DISSOLUTION OF THE CORPORATION AND APPOINTMENT OF RECEIVER AND NOW, comes OLIE MICK, by and through his counsel, Vincent M. Monfredo, Esquire, in support of his MOTION FOR EMBERGENCY INJUNCTION, INVOLUNTARY WINDING UP AND DISSOLUTION OF THE CORPORATION, AND APPOINTMENT OF RECEIVER avers as follows: THE PARTIES 1. Plaintiff Olie Mick is an adult individual of Cumberland County Pennsylvania, residing at 32 Montresa Road, Carlisle, PA 17015. 2. Plaintiff owns 50% of the shares in Draymick, Inc. 3. Plaintiff is also a Director and Officer of Draymick, Inc. 4. Defendant, Scott Drayer, an individual of Cumberland County Pennsylvania, believed to reside at 418 Linden Street, Mechanicsburg, PA 17050. 5. Defendant is an owner of 50% of the shares in Draymick, Inc. 6. Defendant, is also a Director and Officer of Draymick, Inc. 7. Draymick, Inc. is a corporation under the laws of Pennsylvania with its principle place of business in Carlisle, PA, where it operates a Rhino Lining Franchise. JURISDICTION & VENUE 8. Previous paragraphs are incorporated. 9. Draymick, Inc. (hereinafter DRAYMICK) is based in Cumberland County, operates in Cumberland County, and has a registered address of 138 N. Locust Point Road, Building B, Mechanicsburg, PA 17050. 10. This Court has power to hear this matter under Title 15 of the Consolidated Statutes as a matter in equity, and can issue preliminary injunctions and the like. See 15 Pa.C.S. § 1981-1989. EMERGENCY RELIEF REQUIRED 11. Previous paragraphs are incorporated. 12. A original complaint has been filed and served in this matter on or about May 20, 2008. 13. A series of recent events have occurred which necessitate this action. 14. During the month of September, Plaintiff wasforced out of Draymick. 15. Plaintiff was no longer allowed to take part in the decision making of Draymick. 16. Plaintiff and Defendant began negotiations to buy Plaintiff out, but negotiations broke down and an agreement was never reached. 17. Defendant continues to keep Plaintiff out of the decision making aspects of Draymick. 18. Defendant may have misapplied corporate funds. 19. Defendant has misled Plaintiff in determining the value of Draymick in order to negotiate the buy-out of Plaintiff. 20. As a shareholder, director, and officer, Plaintiff has a right to make decisions regarding the use of funds, expansion of the business, and other material matters. 21. Plaintiff has been denied his rights. 22. It is in the best interests of Draymick, its directors, its officers, and its shareholders to dissolve. 23. Plaintiff believes Defendant is in the process of closing down the business and liquidating the assets. 24. Defendant has placed assets on Ebay and sold other assets in other manners. 25. It is believed Defendant has been trying to sell the business on Ebay. 26. Defendant has emptied the corporate bank account. 27. On or about May, 20, Attorney for Defendant, John M. Kerr, Esquire, signed a Stipulation as to Assets/Corporate Funds (attached hereto as exhibit B). 28. Defendant agreed in the stipulation not to sell any assets or dispose of corporate funds until the corporation is dissolved. 29. There are unpaid bills in the corporation's name. 30. Defendant has not contacted Plaintiff or allowed him to be part of the sale of the business. 31. Plaintiff has a right to the proceeds of the business. 32. Plaintiff will be injured if not allowed to take part in the liquidating of the business. 33. The Corporation will be injured if not dissolved properly. RELIEF REQUESTED 34. Previous paragraphs are incorporated. 35. Grant an emergency hearing on the appointment of a temporary or permanent receiver. 36. Appoint a temporary receiver in the form of a CPA to be determined at a later date by the court. 37. Further, allow that the receiver or temporary receiver be empowered to sell the business and its asset at public auction or otherwise wind down the corporation. 38. Consider granting injunctions as allowed by 15 Pa.C.S. Section 1984. WHEREFORE Plaintiffs request this Honorable Court grant their request, appoint a receiver in the form of a CPA, and enter an order allowing for the scheduling of a public auction and sale of the business in whole if possible, or that it be liquidated if necessary, upon further request of the receiver. Date: L -12'-7008 Respectfully submitted, ROMINGER & ASSOCIATES incent M. Monfredo, Esquire 155 South Hanover Street Carlisle, PA 17013 (717) 241-6070 Supreme Court ID # 206671 Attorney for Plaintiff `i Vb VCV' ' VFJ1? Z7 1FAOM VROMINGEA & ASSOCLkL 11 vL7172416878 W_j VVL T-654 P004/011 F-035 OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. 083188 INEQUITY LOU S. DRAYER, A.K.A. SCOTT DRA'P'ER, : Corporate Dissolution / 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION STIPULATION AS TO ,AS4ETS/C0RP0TE FUNDS AND NOW, comes Vincent M. Monfredo, Esquire and John M. Kerr, and hereby stipulates to the following facts in the above captioned Equity Action.: 1. As it is undisputed that there are assets and corporate funds to be divided in a Corporare Dissolution, undersigned counsel and Attorney John M. Derr hereby stipulate that neither party shall sell or dispose of any assets or corporate funds until the corporation is dissolved by the Court or by mutual agreement. SO STIPULATED this 9!E- day of -? 2008 between: V Vincent M. Monfredo, Esquire 94 x yaw Jo . Kerr, Esquire col?ll OLIE MICK Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA NO. IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 :. EQUITY ACTION VERIFICATION Vincent M. Monfredo, Esquire, states that he is the attorney for Olie Mick, Plaintiff in this action; that he makes this affidavit as attorney because he has sufficient knowledge or information and belief, based upon his investigation of the matters averred or denied in the foregoing document; and that this statement is made subject to the penalties of 18 Pa. C.S. Pa.C.S. §4904, relating to unworn falsification to authorities. Date: r J Z `? ?? l Vincent M. Monfredo, Esquire Attorney for Plaintiff OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. IN EQUITY LOU S. DRAYER, A.K.A. SCOTT DRAYER, : Corporate Dissolution / 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION CERTIFICATE OF SERVICE I, Vincent M. Monfredo, Esquire, attorney for Plaintiffs do hereby certify that I this day served a copy of the Motion for Emergency Injunction, Involuntary Winding Up and Dissolution of the Corporation, and Appointment of Receiver, upon the following by fax and by depositing the same in the United States mail postage prepaid, first class, addressed as follows: Scott Drayer AKA Lou S. Drayer c/o Attorney John M. Kerr 5000 Ritter Road, Suite 202 Mechanicsburg, PA 17055 Respectfully Submitted, Rominger & Associates Date: 4 /Z -df y ?- g-- Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, Pennsylvania 17013 (717) 241-6070 Supreme Court ID # 81924 Attorney for Plaintiff C ? r-s .- ?' `fin am ?, rj ,...?. ?3 c N r =.t c_? rr, _, _`_?? r--;, _ ? y ? ' , ? ?-? ?.ya <.?? ?: w !JUN 12 2008 A4"" OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. :NO. O t - 31 ff IN EQUITY LOU S. DRAYER, A.K.A. SCOTT DRAYER, : Corporate Dissolution / 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION ORDER OF COURT AND NOW, this 04dav of (20,w -e , 2008, in consideration of the within Motion for Emergency Injunction, Involuntary Winding Up and Dissolution of the Corporation, and Appointment of Receiver, it is hereby ordered that a hearing will be held on the ?o day of QkA1 , 2008, at/Q: Xlo'clock 6L m. in Courtroom # at the Cumberland County Courthouse in Carlisle, Pennsylvania. Distribution: Vincent M. Monfredo, Esquire 155 South Hanover Street /Carlisle, Pennsylvania 17013 ? Scott Drayer AKA Lou S. Drayer 418 Linden Street Mechanicsburg, PA 17050 11-1-' S Scott Drayer AKA Lou S. Drayer c/o Rhino Linings 238 N. Locust Point Road Building B Mechanicsburg, PA 17050 Scott Drayer AKA Lou S. Drayer c/o Attorney John M. Kerr 5000 Ritter Road, Suite 202 Mechanicsburg, PA 17055 1 ES rn?; t LL ??131 d? Lay)? ???; ? jam, ; `` , /'r ? . 1 liP? `??..1 ?`"J?.??S? l? OLIE MICK, Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-3188 IN EQUITY Corporate Dissolution/ 15 Pa.C.S.§ 1981 EQUITY ACTION DEFENDANT'S ANSWER WITH COUNTERCLAIM AND NOW, comes Scott Drayer, Defendant in the above-captioned action, by his counsel, John M. Kerr, Esquire, and files the within Answer With Counterclaim, the nature of which is as follows: 1. ADMITTED. 2. ADMITTED. 3. ADMITTED. 4. ADMITTED. 5. ADMITTED. 6. ADMITTED. 7. ADMITTED. INVOLUNTARY DISSOLUTION AND WINDING DOWN OF CORPORATION 8. No Answer Required. 9. ADMITTED. 10. DENIED. The allegation contained at paragraph 10 of Plaintiff's Complaint represents a conclusion of law to which no response is necessary under the Pennsylvania Rules of Civil Procedure. 11. DENIED. To the contrary, Plaintiff walked off the job and abandoned the corporation during Labor Day weekend, 2007. This was as a result of being upset over the designing of the new building. 12. DENIED. Plaintiff was the Treasurer of the corporation and, as such, maintained all the financial records of the entity. It was by his choice that he walked away and abandoned the ongoing business. 13. DENIED. To the contrary, Plaintiff telephoned the Corporation's counsel, Joseph D. Buckley, Esquire, on January 5, 2008 - the day after meeting to discuss a settlement proposal - to tell him that he accepted the proposal. Based upon this representation, Buckley prepared a sales agreement embodying the terms agreed to by Plaintiff. 14. DENIED. Defendant has repeatedly telephone Plaintiff, but Defendant refuses to return his telephone calls or to cooperate in any fashion so that the business can continue to operate. 15. DENIED. The allegation contained at paragraph 15 of the Complaint is vague and confusing. Defendant does not know what Plaintiff means by "may have." It is expressly denied that Defendant has misapplied corporate funds. 16. DENIED. Plaintiff has signed all tax returns as prepared by the Corporation's accountant and is aware of revenues and expenditures of the Company. 17. DENIED, as stated. Plaintiff is one of two Directors and has a right to participate in - not make - decisions at Board of Director meetings. Defendant is the President of the corporation. 18. DENIED. 19. DENIED. The allegation at paragraph 19 of the Complaint represents a legal conclusion to which no response is necessary under the Pennsylvania Rules of Civil Procedure. 20. DENIED. Defendant lacks sufficient information to form a belief as to what Plaintiff "believes" and, accordingly, denies the same. Strict proof is demanded at time of trial. 21. DENIED. Defendant lacks sufficient information to form a belief as to what Plaintiff has "heard" and, accordingly, denies the same. Strict proof is demanded at time of trial. 22. DENIED. 23. DENIED, as stated. Plaintiff has a right to 50% of the net assets of the corporation upon dissolution. 24. DENIED. 25. DENIED. Defendant is unable to respond to paragraph 25 of Plaintiff's Complaint inasmuch as it does not contain a factual allegation. 26. DENIED. Defendant incorporates by reference, as if fully set forth in its entirety, his answer to paragraph 25 above. 27. DENIED. Defendant incorporates by reference, as if fully set forth in its entirety, his answer to paragraph 25 above. WHEREFORE, it is requested that the Court deny the relief requested by Plaintiff. COUNTERCLAIM - REQUEST FOR SPECIFIC PERFORMANCE OF ORAL AGREEMENT TO SELL BUSINESS Drayer v. Mick 1. Counterclaim Plaintiff (Scott Drayer) incorporates by reference, as if fully set forth in their entirety, his answers to paragraphs 1-27 of the Complaint. 2. On January 4, 2008, the parties met at the law office of their corporate counsel in order to conduct the annual meeting of the Board of Directors and to discuss a buy-out by one or the other shareholder. 3. Drayer proposed that he would purchase the shares of Counterclaim Defendant (Mick) with the consideration being that Counterclaim Defendant (Mick) f would be removed as an obligor on a $68,000 loan with Orrstown Bank. 4. Mick said that he wanted to think about the proposal and show it to his attorney. 5. The following day, January 5, 2008, Mick telephoned the Corporation's counsel and authorized him to draw up papers indicating that he had accepted the offer. 6. Counterclaim Plaintiff is entitled to equitable relief in the nature of the Court compelling specific performance of Mick's oral agreement to convey his interest in the Corporation. WHEREFORE, it is requested that judgment be entered in favor of Counterclaim Plaintiff for specific performance of the oral agreement made on January 5, 2008. Respectfully submitted, John M. Kerr, Esquire I. D. # 26414 Law Office of John M. Kerr, Esquire 5000 Ritter Road, Suite 202 Mechanicsburg, PA 17055 (717) 7664008 Dated: June 19, 2008 VERIFICATION The undersigned, Lou S.("Scott") "Drayer," hereby states that he is the Defendant in the foregoing action and, as such, is authorized to execute this Verification and that any factual statements in the preceding "Answer With Counterclaim," are true to the best of his knowledge, information and belief. He understands that any false statements are subject to the penalties prescribed at 18 Pa. C.S.§4904, relating to unsworn falsification to authorities. Scott Drayer OLIE MICK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. 08-3188 INEQUITY Corporate Dissolution/ 15 Pa.C.S.§ 1981 LOU S. DRAYER, A.K.A. SCOTT DRAYER, EQUITY ACTION Defendant CERTIFICATE OF SERVICE The undersigned hereby states that he has served a copy of the foregoing, "Defendant's Answer With Counterclaim" on the below named individual in the manner indicated: First Class Mail, Postage Prepaid and by Fascimile Vincent M. Monfredo, Esquire Rominger and Associates 155 South Hanover Street Carlisle, PA 17013 J n M. Kerr, Esquire I. D. # 26414 Law Office of John M. Kerr, Esquire 5000 Ritter Road, Suite 202 Mechanicsburg, PA 17055 (717) 766-4008 Dated: June 19, 2008 h? c ? ??` -,-, ??,' ,?.. s.? ti ? ti„a+ (wfj '? OLIE MICK Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-3188 IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION MOTION FOR APPOINTMENT OF RECEIVER AND NOW,. comes OLIE MICK, by and through his counsel, Vincent M. Monfredo, Esquire, in support of his MOTION FOR APPOINTMENT OF RECEIVER avers as follows: 1. On or about June 12, Plaintiff filed a Motion for Emergency Injunction, Involuntary Winding up and Dissolution of the Corporation, and Appointment of Receiver. (Attached) 2. A hearing was scheduled for June 20, 2008 at 10:00 a.m. before the Honorable Judge Kevin A. Hess. 3. That hearing was postponed as the Plaintiff was out of the state. 4. Plaintiff and Defendant have since then tried to resolve this matter out of court, but have been unsuccessful. 5. Plaintiff and Defendant were owners and shareholders in the corporation, Draymick Inc. 6. Plaintiff was forced out of the corporation on or around September 2008. 7. Defendant continued to operate the corporation without Plaintiff. 8. Plaintiff believes Defendant is still operating the corporation out of his home. 9. It is unclear what the corporation's revenue amount was since the time Plaintiff was forced out. 10. A loan which funded the corporation was secured by Plaintiff's home. 11. Defendant is demanding $49,000 from Plaintiff in order to settle this matter. 12. Defendant has used corporation funds for personal expenses. 13. Defendant has sold corporation assets without Plaintiff's consent. 14. Plaintiff is entitled to revenue from the corporation as he was a shareholder and owner. 15. It is in the best interests of the corporation and its shareholders that the corporation dissolve. 16. The corporation cannot be dissolved unless its finances are settled. 17. A receiver in the form of a CPA is needed to determine the corporation's revenue and expenses since Plaintiff was forced out of the corporation. WHEREFORE Plaintiff requests this Honorable Court, appoint a receiver in the form of a CPA. Date: 4'-131L Respectfully submitted, ROMINGER & ASSOCIATES Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, PA 17013 (717) 241-6070 Supreme Court ID # 206671 Attorney for Plaintiff OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant : NO. 08-3188 IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION CERTIFICATE OF SERVICE I, Vincent M. Monfredo, Esquire, do hereby certify that I served a copy of the Motion upon the following by depositing same in the United States mail, postage prepaid, at Carlisle, Pennsylvania, addressed as follows: John M. Kerr, Esquire 5000 Ritter Road, Suite 202 Mechanicsburg, PA 17055 Respectfully submitted, ROMINGER & ASSOCIATES Dated: 1 ? O f Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, PA 17013 (717) 241-6070 Supreme Court ID # 206671 Attorney for Plaintff VERIFICATION Vincent M. Monfredo, Esquire, states that he is the attorney for, Plaintiff in this action; that he makes this affidavit as attorney because he has sufficient knowledge or information and belief, based upon his investigation of the matters averred or denied in the foregoing document; and that this statement is made subject to the penalties of 18 Pa. C.S. Pa.C.S. §4904, relating to unsworn falsification to authorities. Date: Vincent M. Monfredo, Esquire Attorney for Plaintiff jL L 1 &140 OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. f5' 3188 IN EQUITY LOU S. DRAYER, A.K.A. SCOTT DRAYER, : Corporate Dissolution/ 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION ORDER OF COURT AND NOW, this fa#iay of I.- ILA3V , , 2008, in consideration of the within Motion for Emergency Injunction, Involuntary Winding Up and Dissolution of the Corporation, and Appointment of Receiver, it is hereby ordered that a hearing will be held on the day of JU-&)E_ , 2008, at,Wo'clock 4-.m. in Courtroom # f at the Cumberland County Courthouse in Carlisle, Pennsylvania. Distribution: Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, Pennsylvania 17013 Scott Drayer AKA Lou S. Drayer 418 Linden Street Mechanicsburg, PA 17050 Scott Drayer AKA Lou S. Drayer c/o Attorney John M. Kerr 5000 Ritter Road, Suite 202 Mechanicsburg, PA 17055 Scott Drayer AKA Lou S. Drayer c/o Rhino Linings 238 N. Locust Point Road Building B Mechanicsburg, PA 17050 OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. NO. IN EQUITYc? "a „; --? LOU S. DRAYER, A.K.A. SCOTT DRAYER, : Corporate Dissolution/ 15 Pa.C.S. 1981 TY !'i t Defendant : EQUITY ACTION 77) MOTION FOR EMERGENCY INJUNCTION v INVOLUNTARY WINDING UP AND DISSOLUTION OF THE CORPORATION AND APPOINTMENT OF RECEIVER AND NOW, comes OLIE MICK, by and through his counsel, Vincent M. Monfredo, Esquire, in support of his MOTION FOR EMBERGENCY INJUNCTION, INVOLUNTARY WINDING UP AND DISSOLUTION OF THE CORPORATION, AND APPOINTMENT OF RECEIVER avers as follows: THE PARTIES L Plaintiff Olie Mick is an adult individual of Cumberland County Pennsylvania, residing at 32 Montresa Road, Carlisle, PA 17015. 2. Plaintiff owns 50% of the shares in Draymick, Inc. 3. Plaintiff is also a Director and Officer of Draymick, Inc. 4. Defendant, Scott Drayer, an individual of Cumberland County Pennsylvania, believed to reside at 418 Linden Street, Mechanicsburg, PA 17050. 5. Defendant is an owner of 50% of the shares in Draymick, Inc. 6. Defendant, is also a Director and Officer of Draymick, Inc. 7. Draymick, Inc. is a corporation under the laws of Pennsylvania with its principle place of business in Carlisle, PA, where it operates a Rhino Lining Franchise. JURISDICTION & VENUE 8. Previous paragraphs are incorporated. 9. Draymick, Inc. (hereinafter DRAYMICK) is based in Cumberland County, operates in Cumberland County, and has a registered address of 138 N. Locust Point Road, Building B, Mechanicsburg, PA 17050. 10. This Court has power to hear this matter under Title 15 of the Consolidated Statutes as a matter in equity, and can issue preliminary injunctions and the like. See 15 Pa.C.S. § 1981-1989. EMERGENCY RELIEF REQUIRED 11. Previous paragraphs are incorporated. 12. A original complaint has been filed and served in this matter on or about May 20, 2008. 13. A series of recent events have occurred which necessitate this action. 14. During the month of September, Plaintiff was forced out of Draymick. 15. Plaintiff was no longer allowed to take part in the decision making of Draymick. 16. Plaintiff and Defendant began negotiations to buy Plaintiff out, but negotiations broke down and an agreement was never reached. 17. Defendant continues to keep Plaintiff out of the decision making aspects of Draymick. 18. Defendant may have misapplied corporate funds. 19. Defendant has misled Plaintiff in determining the value of Draymick in order to negotiate the buy-out of Plaintiff. 20. As a shareholder, director, and officer, Plaintiff has a right to make decisions regarding the use of funds, expansion of the business, and other material matters. 21. Plaintiff has been denied his rights. 22. It is in the best interests of Draymick, its directors, its officers, and its shareholders to dissolve. 23. Plaintiff believes Defendant is in the process of closing down the business and liquidating the assets. 24. Defendant has placed assets on Ebay and sold other assets in other manners. 25. It is believed Defendant has been trying to sell the business on Ebay. 26. Defendant has emptied the corporate bank account. 27. On or about May, 20, Attorney for Defendant, John M. Kerr, Esquire, signed a Stipulation as to Assets/Corporate Funds (attached hereto as exhibit B). 28. Defendant agreed in the stipulation not to sell any assets or dispose of corporate funds until the corporation is dissolved. 29. There are unpaid bills in the corporation's name. 30. Defendant has not contacted Plaintiff or allowed him to be part of the sale of the business. 31. Plaintiff has a right to the proceeds of the business. 32. Plaintiff will be injured if not allowed to take part in the liquidating of the business. 33. The Corporation will be injured if not dissolved properly. RELIEF REQUESTED 34. Previous paragraphs are incorporated. 35. Grant an emergency hearing on the appointment of a temporary or permanent receiver. 36. Appoint a temporary receiver in the form of a CPA to be determined at a later date by the court. 37. Further, allow that the receiver or temporary receiver be empowered to sell the business and its asset at public auction or otherwise wind down the corporation. 38. Consider granting injunctions as allowed by 15 Pa.C.S. Section 1984. WHEREFORE Plaintiffs request this Honorable Court grant their request, appoint a receiver in the form of a CPA, and enter an order allowing for the scheduling of a public auction and sale of the business in whole if possible, or that it be liquidated if necessary, upon further request of the receiver. Respectfully submitted, ROMINGER & ASSOCIATES Date: 6 -12--2a8 Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, PA 17013 (717) 241-6070 Supreme Court ID # 206671 Attorney for Plaintiff OLIE MICK Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRA'P'ER, Defendant 1'G 7-2024/0231 F-035 : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA NO 08-3188 IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION STIPULATION AS TO ASSETSICORPO ATE F U[ MS AND NOW, comes Vincent M. Monfredo, Esquire and John M. Kerr, and hereby stipulates to the following facts in the above captioned Equity Action. : 1. As it is undisputed that there are assets and corporate funds to be divided in a Corporate Dissolution, undersigned counsel and Attorney John M. Kerr hereby stipulate that neither party shall sell or dispose of any assets or corporate funds until the corporation is dissolved by the Court or by mutual agreement. SO STIPULATED this ZC_ day of /1/1" , 2008 between: Vincent M. Monfredo, Esquire Jo". Kerr, Esquire ExGill ``/4 r` OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. NO. IN EQUITY LOU S. DRAYER, A.K.A. ; SCOTT DRAYER, : Corporate Dissolution / 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION VERIFICATION Vincent M. Monfredo, Esquire, states that he is the attorney for Olie Mick, Plaintiff in this action; that he makes this affidavit as attorney because he has sufficient knowledge or information and belief, based upon his investigation of the matters averred or denied in the foregoing document; and that this statement is made subject to the penalties of 18 Pa. C.S. Pa.C.S. §4904, relating to unsworn falsification to authorities. Date: L --ot3 ?"-- _ -' Vincent M. Monfredo, Esquire Attorney for Plaintiff OLIE MICK Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA : NO. IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION CERTIFICATE OF SERVICE I, Vincent M. Monfredo, Esquire, attorney for Plaintiffs do hereby certify that I this day served a copy of the Motion for Emergency Injunction, Involuntary Winding Up and Dissolution of the Corporation, and Appointment of Receiver, upon the following by fax and by depositing the same in the United States mail postage prepaid, first class, addressed as follows: Scott Drayer AKA Lou S. Drayer c/o Attorney John M. Kerr 5000 Ritter Road, Suite 202 Mechanicsburg, PA 17055 Respectfully Submitted, Rominger & Associates Date: /L -d8' _--- - -, - ° Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, Pennsylvania 17013 (717) 241-6070 Supreme Court ID # 81924 Attorney for Plaintiff "" ?- -r; -? E? fir; „-? rn ? '; W ? ?? , ';.. ' "z ? i ? 1 W ? ` 3 ? .,e x. . cx?r JAN 14 2009 OLIE MICK Plaintiff V. LOU S. DRAPER, A.K.A. SCOTT DRAYER, Defendant : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-3188 IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION ORDER OF COURT AND NOW, this ??day of , 2009, upon consideration of the within Motion, a hearing is scheduled for the day of , 2009, at aU o'clock _ Ct m. in Courtroom #t/-at the Cumberland County Courthouse in Carlisle, Pennsylvania. 7 Distribution: Xincent M. Monfredo, Esquire ef o'*"hn M. Kerr, Esquire J M 6e6?? By the Lk .r i t ?sC ?yf r ?? 8 OLIE MICK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V NO. 08-3188 CIVIL TERM IN EQUITY LOU S. DRAYER, a.k.a. Corporate Dissolution SCOTT DRAYER, 15 Pa.C.S. 1981 Defendant EQUITY ACTION IN RE: DECISION DEFERRED ORDER OF COURT AND NOW, this 6th day of February, 2009, after hearing, a decision in this case is deferred to give the plaintiff the opportunity to retain an accountant of his choosing and at his expense to review the records of the subject corporation, which records the defendant has assured the court would be made readily available. A further hearing in the matter may be requested by either party at anytime. By the Court, Lee E. Oesterling, Esquire For the Plaintiff John M. Kerr, Esquire For the Defendant bg g z 01 ` OLIE MICK, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-3188 IN EQUITY V. Plaintiff LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant Corporate Dissolution/ 15 Pa.C.S.§ 1981 EQUITY ACTION (Judge Hess) DEFENDANT'S REQUEST FOR HEARING In accordance with the Court's Order of February 6, 2009 (see copy attached), Defendant Scott Drayer hereby requests that the Court conduct a further Hearing with regard to the above-captioned matter. Defendant represents that since the date of said Order, Plaintiff has made no attempt to obtain the corporate financial records in his possession for purpose of a review by a third party accountant and, moreover, he has refused to cooperate in scheduling a meeting of the Board of Directors for purpose of adopting a Resolution to dissolve the corporation. WHEREFORE, it is requested that a Hearing be scheduled to consider these issues and that the Court assume jurisdiction over this matter.. Respectfully submitted, 9T= .<e1T 502o Ritter Road stile 108 MediaNrsburg, PA 17055 Priors: 717.788.4008 FAx: 717.766.4088 Dated: April 14, 2009 Joh M. Kerr, Esquire I. D. # 26414 Law Office of John M. Kerr 5020 Ritter Road, Suite 109 Mechanicsburg, PA 17055 (717) 766-4008 40 0 0 OLIE MICK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V NO. 08-3188 CIVIL TERM IN EQUITY LOU S. DRAYER, a.k.a. Corporate Dissolution SCOTT DRAYER, 15 Pa.C.S. 1981 Defendant EQUITY ACTION IN RE: DECISION DEFERRED ORDER OF COURT AND NOW, this 6th day of February, 2009, after hearing, a decision in this case is deferred to give the plaintiff the opportunity to retain an accountant of his choosing and at his expense to review the records of the subject corporation, which records the defendant has assured the court would be made readily available. A further hearing in the matter may be requested by either party at anytime. By the Court, Lee E. Oesterling, Esquire For the Plaintiff John M. Kerr, Esquire For the Defendant :bg 'RUE COPY FROM RECORD Testimony whereof, I here unto set my hand , the seal of said Court at Carlisle, Pa. Nis", of ev Prothov CERTIFICATE OF SERVICE The undersigned hereby states that he has forwarded a copy of the foregoing, "Defendant's Request For Hearing," on the below-identified individual in the manner indicated: First Class Mail, Postage Prepaid Vincent M. Monfredo, Esquire Rominger & Associates 155 South Hanover Street Carlisle, PA 17013 Qk Y4, i?? Joh M. Kerr, Esquire Law Office of John M. Kerr 5020 Ritter Road, Suite 109 Mechanicsburg, PA 17055 (717) 7664008 Dated: April 14, 2009 >.??.1 ohn M. en Soto Rutter Road sutte 108 MedhanWsburg, PA 17055 Priors: 717.766.4008 Fnx: 717.766.4066 C.4, -'4..i ,. rr r -yti r '"'? ?? 0/ 10? !A APR 16 2009cv OLIE MICK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant NO. 08-3188 IN EQUITY Corporate Dissolution/ 15 Pa.C.S.§ 1981 EQUITY ACTION (Judge Hess) ORDER AND NOW, upon consideration of the request of Defendant Lou S. Drayer for a further Hearing with regard to the above-captioned matter, a H will be held on the 13-or day of , 2009, at Courtroom No. y Carlisle, Pennsylvania, commencing at 3 :36,,o m. Distribution: n M. Kerr, Esquire, 5020 Ritter Road, Suite 109, Mechanicsburg, PA 17055 h A ,Xncent M. Monfredo, Esquire, x,55 South Hanover Street; Carlisle, PA 17013 BY THE COURT: ? ?? tr ?? =1- ??- ? 4? ? `. `J ? ? wt? ?' J OLIE MICK Plaintiff V. LOU S. DRAYER, A.K.A. SCOTT DRAYER, Defendant : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-3188 IN EQUITY Corporate Dissolution / 15 Pa.C.S. § 1981 EQUITY ACTION MOTION TO CONTINUE STATUS CONFERENCE AND NOW, comes Olie Mick by and through his counsel, Vincent M. Monfredo, Esquire and in support of his Motion to Continue Status Conference avers as follows: 1. There is a Status Conference scheduled in the above captioned case for May 13, 2009, at 3:30 p.m. in front of the Honorable Kevin A. Hess. 2. Petitioner avers that Defendant is incorrect in his statements in his request for a hearing. 3. Petitioner has hired a tax attorney and a forensic CPA to review the records. 4. As Defendant's counsel is aware, it was tax season and therefore it was difficult for the tax attorney and CPA to find time to review the aforementioned records. 5. The tax attorney and CPA are at this time reviewing the documents they have and will be getting a list of documents needed to the undersigned attorney. 6. Defendant's counsel is aware of the situation as the undersigned attorney did fax him a letter two (2) days after Defendant's counsel had requested an update. 7. Defendant's statement that Plaintiff is refusing to cooperate in a scheduled meeting of the Board of Directors is false. 8. Petitioner has requested additional time for the CPA to review the documents and Defendant's counsel is aware of this. 9. A status conference at this time is not necessary and simply wastes the time of the court and the time and money of the parties. 10. A status conference will be more appropriate after the CPA concludes his investigation. WHEREFORE, your petitioner respectfully requests that this Honorable Court continue the status conference now scheduled for May 13, 2009, or in the alternative, cancel the hearing and allow a new motion to be filed when the time is more appropriate. Date: May 1, 2009 Respectfully submitted, ROMINGER & ASSOCIATES Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, PA 17013 (717) 241-6070 Supreme Court ID # 206671 Attorney for Petitioner OLIE MICK : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. 08-3188 IN EQUITY LOU S. DRAPER, A.K.A. SCOTT DRAYER, : Corporate Dissolution / 15 Pa.C.S. § 1981 Defendant : EQUITY ACTION CERTIFICATE OF SERVICE I, Vincent M. MOnfredo Esquire, do hereby certify that I served a copy of the Motion upon the following by depositing same in the United States mail, postage prepaid, at Carlisle, Pennsylvania, addressed as follows: John M. Kerr, Esquire 5020 Ritter Road Suite 109 Mechanicsburg, PA 17055 Dated: May 1, 2009 Respectfully submitted, ROMINGER & ASSOCIATES Vincent M. Monfredo, Esquire 155 South Hanover Street Carlisle, PA 17013 (717) 241-6070 Supreme Court ID # 206671 Attorney for Petitioner RED- O'E- 2009 MAY - I PN 3• OLIE MICK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. LOU S. DRAYER, SCOTT DRAYER, Defend IN RE: NO. 08-3188 CIVIL TERM IN EQUITY a.k.a. Corporate Dissolution 15 Pa.C.S. 1981 ant STATUS CONFERENCE ORDER OF COURT AND NOW, this 13th day of May, 2009, the plaintiff is directed to conduct his review of the records through the person of Fiona K. Line, Esquire, within forty-five days of today's date. If said review is not conducted within that time period, any further review of the records by the plaintiff which would delay the trial will be disallowed. Trial in this matter is herewith set for Wednesday, July 15, 2009, at 9:30 a.m. By the Court, ?Lee E. Oesterling, Esquire For the Plaintiff John M. Kerr, Esquire For the Defendant :bg M?IEV_C(_ 'IF s/? s ?09 i a a Olie Mick, Plaintiff V. Lou S. Drayer a.k.a, Scott Drayer Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA DOCKET No.: 08-3188 IN EQUITY Corporate Dissolution 15 Pa. C.S. 1981 PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY: Please discontinue the above captioned matter. Respectfully submitted, Rominsfer & Associates Date: July 13, 2009 Le-e-t-.Oesterling, Esquire 155 South Hanover Street Carlisle, Pennsylvania 17013 (717) 241-6070 Supreme Court ID # 71320 Attorney for Plaintiff' Olie Mick, Plaintiff V. Lou S. Drayer, a.ka., Scott Drayer IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA DOCKET No.: 08-3188 Defendant IN EQUITY Corporate Dissolution 15 Pa. C.S. 1981 CERTIFICATE OF SERVICE I, Lee E. Oesterling, Esquire, attorney for Plaintiff, do hereby certify that I this day served a copy of the Praecipe to Discontinue upon the following by depositing same in the United States mail, postage prepaid, at Carlisle, Pennsylvania, addressed as follows: John Kerr 5020 Ritter Rd Suite 109 Mechanicsburg, PA 17050 Respectfully submitted, Rominger & Associates Date: July 14, 2009 155 South Hanover Street Carlisle, Pennsylvania 17013 (717) 241-6070 Supreme Court ID # 71320 Attorney for Plaintiff ?? ?? 1'?r r:,1 `?: 'pia 2??9 ??'?` ? ?? , ?; ?: ? ? ?,? ?, . ,