HomeMy WebLinkAbout09-0405IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
SARAH T. GALBRAITH, i
i
vi C-ag'.n
Plaintiff, No. in'? - JIOS al-
i
versus
KARA E. DOHRMAN,
Defendant.
NOTICE TO DEFEND
You have been sued in Court. If you wish to defend against the claims set forth in the following
pages, you must take action within twenty (20) days after this Complaint and notice are served,
by entering a written appearance personally or by attorney and filing in writing with the Court
your defenses or objections to the claims set forth against you. You are warned that if you fail to
do so the case may proceed without you and 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 TO FIND
OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH
INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO
PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL
SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.
Cumberland County Bar Association
32 Bedford Street
Carlisle, PA 17031
717-249-3166
EN LA CORTE DE ALEGATOS COMiJN DEL CONDADO DE CUMBERLAND,
PENNSYLVANIA
DIVISION CIVIL
SARAH T. GALBRAITH, i
No.
Plaintiff, ?
versus
KARA E. DOHRMAN,
Defendant.
AVISO PARA DEFENDER
Conforme a PA RCP Num. 1018.1
USTED DEBE LLEVAR ESTE PAPEL A SU ABOGADO ENSEGUIDA. SI USTED NO
TIENE UN ABOGADO, VAYA O LLAME POR TELEFONO LA OFICINA FIJAD AQUI
ABAJO. ESTA OFICINA PUEDE PROVEERE CON INFORMACION DE COMO
CONSEGUIR UN ABOGADO.
SI USETED NO PUEDE PAGARLE A UN ABOGADO, ESTA OFICINA PUEDE
PROVEERE INFORMACI6N ACERCA AGENCIAS QUE PUEDAN OFRECER SERVICIOS
LEGAL A PERSONAS ELIGIBLE AQ UN HONORARIO REDUCIDO O GRATIS.
Cumberland County Bar Association
32 Bedford Street
Carlisle, PA 17031
717-249-3166
(00274707/11 2
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
SARAH T. GALBRAITH, i
i
Plaintiff,
i
i
versus i
i
KARA E. DOHRMAN,
i
Defendant.
No. t) ,q- H6 S &AZ4 -7;,
COMPLAINT
Comes now plaintiff, Sarah T. Galbraith, by and through her counsel, CGA Law Firm,
and, for her complaint against defendant, states as follows:
The Parties
1. Plaintiff Sarah T. Galbraith is an adult individual who resides at 256 Calder
Street, Harrisburg, Pennsylvania, 17102.
2. Defendant Kara E. Dohrman is an adult individual who resides at 793 Mount
Rock Road, Carlisle, Pennsylvania 17015.
Jurisdiction & Venue
3. This Court has jurisdiction over the subject matter of this action because the
claims herein stated arise under Pennsylvania law.
4. Venue is appropriate in this Court pursuant to Pa. R. Civ. P. 1006(a)(1) because
Dohrman may be served in Cumberland County, and a considerable portion of the transactions
and occurrences from which this action arises took place in Cumberland County.
Facts
5. During June 2007, Galbraith and Dohrman formed Jensar Associates, Inc.,
("Jensar"), a corporation registered under the laws of the Commonwealth of Pennsylvania and
having its principal place of business at 256 Calder Street, Harrisburg, Pennsylvania, 17102.
6. Jensar principally provides conference management and related services to
organizations that focus on disability-related issues.
7. Galbraith and Dohrman each own fifty percent of Jensar's outstanding shares.
8. Jensar does not have bylaws or a shareholder agreement.
9. Since forming Jensar, Galbraith and Dohrman have become involved in a number
of disagreements and disputes, which have resulted in a breakdown of their ability to
communicate effectively and reach agreement on issues necessary for the proper and efficient
functioning and winding up of Jensar's operations.
10. Despite repeated efforts, Galbraith has been unable to obtain Dohrman's
agreement regarding certain of Jensar's accounting and financial issues since at least July 2008.
11. Since at least July 2008, despite Galbraith's repeated requests for information,
Dohrman has withheld substantial information regarding Jensar's accounting issues and financial
position.
12. Specifically, despite Galbraith's repeated requests, Dohrman has withheld
important accounting files and documentation, including QuickBooks files, and has refused to
provide invoice, receipts and other backup to justify a litany of cash withdraws claimed as
reimbursement for expenses Dohrman incurred on Jensar's behalf.
13. As a result of the parties' inability to communicate effectively and agree on
various accounting and financial issues, Jensar is, at present, a fundamentally inactive and
unprofitable corporation.
14. Based on discussions, it appears that Galbraith and Dohrman mutually desire to
dissolve Jensar and pursue their own separate business interests and opportunities.
15. Since October of 2008, Galbraith and Dohrman have attempted, through their
counsel, to negotiate the terms of Jensar's voluntary dissolution.
16. Because Dohrman has refused to provide certain information regarding Jensar's
accounting and financial position, Galbraith has, in connection with negotiations regarding the
(00274707/1) 2
terms of Jensar's voluntary dissolution, insisted upon an independent accounting of Jensar's
finances for purposes of squaring the books and winding up Jensar's activities.
17. Dohrman has steadfastly refused to agree to an independent accounting of
Jensar's accounting and financial activities.
Count I -- Dissolution
18. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
19. Due to the parties' inability to agree on Jensar's accounting and financial issues,
or on the need for or terms of a final accounting, the parties are deadlocked in the management
of the Jensar's affairs, and, specifically, in the winding up of those affairs.
20. Judicial dissolution of Jensar is warranted pursuant to 15 Pa. C.S.A. § 1981(a)
because the shareholders are deadlocked with regard to the direction of Jensar's management, are
unable to bear the deadlock, and irreparable injury to the corporation is threatened by reason of
the misapplication and/or waste of Jensar assets.
21. It is beneficial to the interest of its stakeholders, including its shareholders,
vendors and clients, that the affairs of Jensar be wound down and the corporation dissolved.
WHEREFORE, Galbraith respectfully requests that this Court enter judgment in her
favor and provide the following relief:
a. An Order directing Jensar's winding-up and termination;
b. An Order appointing an independent accountant to perform a final
accounting for the term of Jensar's incorporation, to be funded by Jensar;
An Order directing that Jensar make final distributions to Galbraith and
Dohrman from corporate funds that remain following the conclusion of the
final accounting, such distributions to take into account any and all
adjustments that the final accounting establishes as being necessary to
balance the accounts of Jensar's shareholders;
(00274707/1)
d. For such other and further relief as the Court deems just, equitable, or
appropriate.
Count II - Breach of Contract
22. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
23. On or about December 18, 2007, Galbraith agreed to lend Dohrman $2,000.00.
24. In consideration for Galbraith's December 18, 2007 agreement to lend, Dohrman
promised to repay the loan, along with a $100.00 cash transaction fee Galbraith incurred to make
the loan, upon demand along with interest at a rate of 1.9%.
25. On or about February 26, 2008, Galbraith agreed to lend Dohrman $1,500.00.
26. In consideration for Galbraith's February 26, 2008 agreement to lend, Dohrman
promised to repay the loan, along with a $45.00 cash transaction fee Galbraith incurred to make
the loan, upon demand along with interest at a rate of 1.9%.
27. On or about January 11, 2008, Dohrman made a payment of $50.00 on the
December 18, 2007 loan.
28. On or about June 26, 2008, Dohrman made an additional payment of $250.00 on
the December 18, 2007 loan.
29. Apart from the $300.00 in aggregate payments made in 2008, Dohrman has not
made any other payments on the December 18, 2007 loan and has made no payments on account
of the February 26, 2008 loan.
30. In November, 2008, Galbraith made demand for repayment of both outstanding
loans or, alternatively, to establish specific re-payment terms.
31. Despite Galbraith's demand, Dohrman has neither repaid the loans as she agreed
nor responded to Galbraith's demand to establish specific repayment terms.
32. Dohrman is in breach of her loan agreements with Galbraith.
WHEREFORE, Galbraith respectfully requests that this Court enter judgment in her
favor and against Dohrman in the amount of $3,345.00 plus contractual interest at the rate of
(00274707/1) 4
1.9% from the date of the loan through the date of demand and pre judgment interest at the
statutory rate from the date of demand through judgment.
Count III - Uniust Enrichment
33. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
34. In deciding to make the loans referenced in paragraphs 23-26, above, Galbraith
relied on Dohrman's promise of repayment with interest.
35. In reliance on Dohrman's promises, Galbraith conferred a benefit on Dohrman.
36. The fair and reasonable value of the benefit conferred is $3,345.00 plus interest.
37. It would be unjust and inequitable for Dohrman to retain the value of the benefit
conferred without repaying the loan as promised.
WHEREFORE, Galbraith respectfully requests that this Honorable Court enter
judgment in her favor and against Dohrman for the value of the benefit conferred, i.e., $3,345.00
plus interest at the statutory rate.
Count IV - Promissory Estoppel
38. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
39. In consideration for Galbraith's extension of the loans referenced in paragraphs
23-26, above, Dohrman promised Galbraith that, upon demand, she would repay Galbraith the
total amount of the loans plus incurred fees together with interest at a rate of 1.9%.
40. Dohrman intended that Galbraith would rely upon Dohrman's promises to repay
the loans plus incurred fees together with interest.
41. In extending the loans, Galbraith reasonably relied on Dohrman's promise of
repayment together with interest.
42. Galbraith materially changed her position in reasonable reliance on Dohrman's
promise by providing Dohrman with the loans and incurring related cash transaction fees.
(00274707/1)
43. As a result of Dohrman's breach of promise, Galbraith has suffered damages in
the amount of $3,345.00 plus interest.
WHEREFORE, Galbraith respectfully requests that this Court enter judgment in her
favor and against Dohrman in the amount of $3,345.00 plus contractual interest at the rate of
1.9% from the date of the loan through the date of demand and pre judgment interest at the
statutory rate from the date of demand through judgment.
Date: January 26, 2009
Respectfully submitted,
Eric Suter (N65-2e017)
135 N. George Street
York, PA 17401
(717) 848-4900
esuter@cgalaw.com
Attorney for Sarah Galbraith
(00274707/1} 6
CGA Law Firm
Verification
I hereby affirm that the following facts are correct. The attached Complaint is based
upon information which has been furnished to counsel in the preparation of this document. The
language of the Complaint is that of counsel and not mine. I have read the Complaint and to the
extent that the same is based upon information which I have given to counsel, it is true and
correct to the best of my knowledge, information and belief. To the extent that the content of the
Complaint is that of counsel, I have relied upon counsel in making this Verification. I hereby
acknowledge that the averments of fact set forth in the aforesaid Complaint are made subject to
the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities.
Date: January 23, 2009 By:
ar T. Gal ait
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SHERIFF'S RETURN - REGULAR
CASE NO: 2009-00405 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
GALBRAITH SARAH T
VS
DOHRMAN KARA E
ROBERT BITNER , Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
DOHRMAN KARA E the
DEFENDANT , at 2040:00 HOURS, on the 30th day of January , 2009
at 798 MOUNT ROCK ROAD
CARLISLE, PA 17015
KARA DOHRMAN
by handing to
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing Her attention to the contents thereof.
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
Sworn and Subscibed to
before me this
of
So Answers:
17.2 0 tf .?
.00
10.00 R. Thomas Kline
.00
35.20 02/02/2009
CGA LAW FIRM
B
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day Deputy Sheriff
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MICHAEL L. BANGS, ESQUIRE ATTORNEY FOR DEFENDANT
I.D. No. 41263
429 South 18`x' Street
Camp Hill, PA 17011
(717) 730-7310
SARAH T. GALBRAITH, ) IN THE COURT OF COMMON PLEAS
Plaintiff ) OF CUMBERLAND COUNTY,
PENNSYLVANIA
VS. )
NO. 2009-405 CIVIL TERM
KARA E. DOHRMAN, )
Defendant ) CIVIL ACTION - LAW
PRELIMINARY OBJECTIONS OF DEFENDANT KARA E. DOHRMAN
AND NOW comes the Defendant, Kara E. Dohrman, by and through her attorney,
Michael L. Bangs, Esquire, and files the following Preliminary Objections:
1. The Defendant demurs to the Complaint, Count I for dissolution in that there is no
legal cause of action from one shareholder to another shareholder for dissolution under any of
the statutes of the Commonwealth of Pennsylvania.
2. The Plaintiff failed to join an indispensable party, namely Jensar Associates, Inc., the
corporation which she seeks to dissolve. The cause of action is against Jensar Associates, Inc.,
and not the other shareholder.
3. The Defendant demurs to Plaintiff's claims under Breach of Contract, Unjust
Enrichment and Promissory Estoppel in that under the facts and circumstances of the case they
are legally insufficient to form a basis for relief.
WHEREFORE, Defendant requests this Honorable Court to dismiss the Complaint or,
in the alternative, order Plaintiff to file an amended complaint to include the necessary parties
and necessary allegations to form a sufficient pleading against the Defendant.
Respectfully submitted,
=,d k 1
MICHAEL L. BANGS
Attorney for Defendant
429 South 18th Street
Camp Hill, PA 17011
(717) 730-7310
Supreme Court ID #41263
2
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I have this day served the foregoing PRELIMINARY
OBJECTIONS OF DEFENDANT, by depositing a copy of the same in the United States mail,
postage prepaid, at Camp Hill, Pennsylvania, addressed to the following:
Eric Suter, Esquire
CGA Law Firm
135 North George Street
York, PA 17401
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DATE: a k4
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KYSTRAUB
Paralegal
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9
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
SARAH T. GALBRAITH,
Plaintiff, No. 09-405-Civil Term
i
versus
KARA E. DOHRMAN; JENSAR
ASSOCIATES, INC.
Defendants.
NOTICE TO DEFEND
You have been sued in Court. If you wish to defend against the claims set forth in the following
pages, you must take action within twenty (20) days after this Complaint and notice are served,
by entering a written appearance personally or by attorney and filing in writing with the Court
your defenses or objections to the claims set forth against you. You are warned that if you fail to
do so the case may proceed without you and a judgment may be entered against you by the Court
without further notice for any money claimed in the Complaint or for any 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 TO FIND
OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH
INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO
PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL
SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.
Cumberland County Bar Association
32 Bedford Street
Carlisle, PA 17031
717-249-3166
EN LA CORTE DE ALEGATOS COMUN DEL CONDADO DE CUMBERLAND,
PENNSYLVANIA
DIVISION CIVIL
SARAH T. GALBRAITH, i
Plaintiff, ; No. 09-405-Civil Term
versus
KARA E. DOHRMAN; JENSAR
ASSOCIATES, INC.
Defendants.
AVISO PARA DEFENDER
Conforme a PA RCP Num. 1018.1
USTED DEBE LLEVAR ESTE PAPEL A SU ABOGADO ENSEGUIDA. SI USTED NO
TIENE UN ABOGADO, VAYA O LLAME POR TELEFONO LA OFICINA FIJAD AQUi
ABAJO. ESTA OFICINA PUEDE PROVEERE CON INFORMA06N DE COMO
CONSEGUIR UN ABOGADO.
SI USETED NO PUEDE PAGARLE A UN ABOGADO, ESTA OFICINA PUEDE
PROVEERE INFORMACI6N ACERCA AGENCIAS QUE PUEDAN OFRECER SERVICIOS
LEGAL A PERSONAS ELIGIBLE AQ UN HONORARIO REDUCIDO O GRATIS.
Cumberland County Bar Association
32 Bedford Street
Carlisle, PA 17031
717-249-3166
(00274707/1) 2
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
SARAH T. GALBRAITH,
Plaintiff, No. 09-405-Civil Term
i
i
versus i
i
KARA E. DOHRMAN; JENSAR
ASSOCIATES, INC.
i
Defendants. i
AMENDED COMPLAINT
Comes now plaintiff, Sarah T. Galbraith, by and through her counsel, CGA Law Firm,
and, for her complaint against defendants, states as follows:
The Parties
1. Plaintiff Sarah T. Galbraith is an adult individual who resides at 256 Calder
Street, Harrisburg, Pennsylvania, 17102.
2. Defendant Kara E. Dohrman is an adult individual who resides at 793 Mount
Rock Road, Carlisle, Pennsylvania 17015.
3. Defendant Jensar Associates, Inc. is a corporation organized under the laws of the
Commonwealth of Pennsylvania with a principal place of business at 793 Mount Rock Road,
Carlisle, Pennsylvania 17015.
Jurisdiction & Venue
4. This Court has jurisdiction over the subject matter of this action because the
claims herein stated arise under Pennsylvania law.
5. Venue is appropriate in this Court pursuant to Pa. R. Civ. P. 1006(a)(1) because
all defendants are amenable to service of process in Cumberland County, and a considerable
portion of the transactions and occurrences from which this action arises took place in
Cumberland County.
(00274707/1) 3
Facts
6. During June 2007, Galbraith and Dohrman formed Jensar Associates, Inc.,
("Jensar"), a corporation registered under the laws of the Commonwealth of Pennsylvania and
having its principal place of business at 256 Calder Street, Harrisburg, Pennsylvania, 17102.
7. Jensar principally provides conference management and related services to
organizations that focus on disability-related issues.
8. Galbraith and Dohrman each own fifty percent of Jensar's outstanding shares.
9. Jensar does not have bylaws or a shareholder agreement.
10. Since forming Jensar, Galbraith and Dohrman have become involved in a number
of disagreements and disputes, which have resulted in a breakdown of their ability to
communicate effectively and reach agreement on issues necessary for the proper and efficient
functioning and winding up of Jensar's operations.
11. Despite repeated efforts, Galbraith has been unable to obtain Dohrman's
agreement regarding certain of Jensar's accounting and financial issues since at least July 2008.
12. Since at least July 2008, despite Galbraith's repeated requests for information,
Dohrman has withheld substantial information regarding Jensar's accounting issues and financial
position.
13. Specifically, despite Galbraith's repeated requests, Dohrman has withheld
important accounting files and documentation, including QuickBooks files, and has refused to
provide invoice, receipts and other backup to justify a litany of cash withdraws claimed as
reimbursement for expenses Dohrman incurred on Jensar's behalf.
14. As a result of the parties' inability to communicate effectively and agree on
various accounting and financial issues, Jensar is, at present, a fundamentally inactive and
unprofitable corporation.
15. Based on discussions, it appears that Galbraith and Dohrman mutually desire to
dissolve Jensar and pursue their own separate business interests and opportunities.
(00274707/1) 4
16. Since October of 2008, Galbraith and Dohrman have attempted, through their
counsel, to negotiate the terms of Jensar's voluntary dissolution.
17. Because Dohrman has refused to provide certain information regarding Jensar's
accounting and financial position, Galbraith has, in connection with negotiations regarding the
terms of Jensar's voluntary dissolution, insisted upon an independent accounting of Jensar's
finances for purposes of squaring the books and winding up Jensar's activities.
18. Dohrman has steadfastly refused to agree to an independent accounting of
Jensar's accounting and financial activities.
Count I - Dissolution
(Versus All Defendants)
19. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
20. Due to the parties' inability to agree on Jensar's accounting and financial issues,
or on the need for or terms of a final accounting, the parties are deadlocked in the management
of the Jensar's affairs, and, specifically, in the winding up of those affairs.
21. Judicial dissolution of Jensar is warranted pursuant to 15 Pa. C.S.A. § 1981(a)
because the shareholders are deadlocked with regard to the direction of Jensar's management, are
unable to bear the deadlock, and irreparable injury to the corporation is threatened by reason of
the misapplication and/or waste of Jensar assets.
22. It is beneficial to the interest of its stakeholders, including its shareholders,
vendors and clients, that the affairs of Jensar be wound down and the corporation dissolved.
WHEREFORE, Galbraith respectfully requests that this Court enter judgment in her
favor and provide the following relief:
a. An Order directing Jensar's winding-up and termination;
b. An Order appointing an independent accountant to perform a final
accounting for the term of Jensar's incorporation, to be funded by Jensar;
(00274707/1)
C. An Order directing that Jensar make final distributions to Galbraith and
Dohrman from corporate funds that remain following the conclusion of the
final accounting, such distributions to take into account any and all
adjustments that the final accounting establishes as being necessary to
balance the accounts of Jensar's shareholders;
d. For such other and further relief as the Court deems just, equitable, or
appropriate.
Count II - Breach of Contract
(Versus Dohrman)
23. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
24. On or about December 18, 2007, Galbraith agreed to lend Dohrman $2,000.00.
25. In consideration for Galbraith's December 18, 2007 agreement to lend, Dohrman
promised to repay the loan, along with a $100.00 cash transaction fee Galbraith incurred to make
the loan, upon demand along with interest at a rate of 1.9%.
26. On or about February 26, 2008, Galbraith agreed to lend Dohrman $1,500.00.
27. In consideration for Galbraith's February 26, 2008 agreement to lend, Dohrman
promised to repay the loan, along with a $45.00 cash transaction fee Galbraith incurred to make
the loan, upon demand along with interest at a rate of 1.9%.
28. On or about January 11, 2008, Dohrman made a payment of $50.00 on the
December 18, 2007 loan.
29. On or about June 26, 2008, Dohrman made an additional payment of $250.00 on
the December 18, 2007 loan.
30. Apart from the $300.00 in aggregate payments made in 2008, Dohrman has not
made any other payments on the December 18, 2007 loan and has made no payments on account
of the February 26, 2008 loan.
(00274707/1) 6
31. In November, 2008, Galbraith made demand for repayment of both outstanding
loans or, alternatively, to establish specific re-payment terms.
32. Despite Galbraith's demand, Dohrman has neither repaid the loans as she agreed
nor responded to Galbraith's demand to establish specific repayment terms.
33. Dohrman is in breach of her loan agreements with Galbraith.
WHEREFORE, Galbraith respectfully requests that this Court enter judgment in her
favor and against Dohrman in the amount of $3,345.00 plus contractual interest at the rate of
1.9% from the date of the loan through the date of demand and pre judgment interest at the
statutory rate from the date of demand through judgment.
Count III - Uniust Enrichment
(Versus Dohrman)
34. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
35. In deciding to make the loans referenced in paragraphs 23-26, above, Galbraith
relied on Dohrman's promise of repayment with interest.
36. In reliance on Dohrman's promises, Galbraith conferred a benefit on Dohrman.
37. The fair and reasonable value of the benefit conferred is $3,345.00 plus interest.
38. It would be unjust and inequitable for Dohrman to retain the value of the benefit
conferred without repaying the loan as promised.
WHEREFORE, Galbraith respectfully requests that this Honorable Court enter
judgment in her favor and against Dohrman for the value of the benefit conferred, i. e., $3,345.00
plus interest at the statutory rate.
Count IV - Promissory Estoppel
(Versus Dohrman)
39. Galbraith incorporates by reference all the foregoing paragraphs of this Complaint
as though fully set forth herein.
{00274707/1) 7
40. In consideration for Galbraith's extension of the loans referenced in paragraphs
23-26, above, Dohrman promised Galbraith that, upon demand, she would repay Galbraith the
total amount of the loans plus incurred fees together with interest at a rate of 1.9%.
41. Dohrman intended that Galbraith would rely upon Dohrman's promises to repay
the loans plus incurred fees together with interest.
42. In extending the loans, Galbraith reasonably relied on Dohrman's promise of
repayment together with interest.
43. Galbraith materially changed her position in reasonable reliance on Dohrman's
promise by providing Dohrman with the loans and incurring related cash transaction fees.
44. As a result of Dohrman's breach of promise, Galbraith has suffered damages in
the amount of $3,345.00 plus interest.
WHEREFORE, Galbraith respectfully requests that this Court enter judgment in her
favor and against Dohrman in the amount of $3,345.00 plus contractual interest at the rate of
1.9% from the date of the loan through the date of demand and pre judgment interest at the
statutory rate from the date of demand through judgment.
Date: February 21, 2009
Respectfully submitted,
CGA Law
Eric Suter (No..9Qf 17)
135 N. George Street
York, PA 17401
(717) 848-4900
esuter@cgalaw.com
Attorney for Sarah Galbraith
(00274707/1) 8
ATTORNEY VERIFICATION
I, Eric Suter, Esquire, as an Officer of this Court, verify that the information contained in
this 1" Amended Complaint is true and correct. I further verify that I am making this verification
on behalf of Plaintiff, that the information contained in this 1St Amended Complaint are within
my scope knowledge and that the statements made are true and correct to my knowledge,
information and belief.
This verification is made subject to the penalties of 18 C.S.A. § 4904 relating to unsworn
falsification to authorities. I am authorized to execute verifications on behalf of the Plaintiff.
CGA LAW
Eric Suter, Esquire
Attorney for Sarah T.
Date: February 27, 2009
(00246711/1)
CERTIFICATE OF SERVICE
I hereby certify that on thisnh day of February, 2009 a true and correct copy of
the foregoing 1 st Amended Complaint has been served via first class mail, postage prepaid upon
the following:
Michael L. Bangs, Esquire
Bangs Law Firm
429 South 18th Street
Camp Hill, PA 17011
4th Kissinger aral gal f
Eric Suter, Esquire
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IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
SARAH T. GALBRAITH, i
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Plaintiff, i No. 09-405-Civil Term
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versus i
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KARA E. DOHRMAN; JENSAR
ASSOCIATES, INC.
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Defendants.
PRAECIPE TO SUBSTITUTE VERIFICATION
TO THE PROTHONOTARY:
Please substitute the attached Verification to the Amended Complaint which was filed on
March 2, 2009 in the above-captioned action.
Eric Suter, Esq. (Ner 20'2017)
CGA LAW FIRM
135 North George Street
York, PA 17401
Tel: 717-848-4900
Fax: 717-843-9039
Attorneys for plaintiffs
{00289697/1}
VERIFICATION
I hereby affirm that the following facts are correct. The attached Amended Complaint is
based upon information which has been furnished to counsel in the preparation of this document.
The language of the Amended Complaint is that of counsel and not mine. I have read the
Amended Complaint and to the extent that the same is based upon information which I have
given to counsel, it is true and correct to the best of my knowledge, information and belief. To
the extent that the content of the Amended Complaint is that of counsel, I have relied upon
counsel in making this Verification. I hereby acknowledge that the averments of fact set forth in
the aforesaid Amended Complaint are made subject to the penalties of 18 Pa. C.S. § 4904
relating to unswom falsification to authorities.
Dated: I . MAR-e-" UM
By:
ar T. Galb ith
(00288022/1)
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CERTIFICATE OF SERVICE
I hereby certify that on this 11th day of March 2009, a true and correct copy of the
foregoing Praecipe to Substitute Verification was served via first class mail, postage prepaid
upon the following:
Michael L. Bangs, Esquire
Bangs Law Firm
429 South 18t" Street
Camp Hill, PA 17011
Rut Kissinger, Paraleg for
Eric Suter, Esquire
{00289697/1}
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IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
SARAH T. GALBRAITH,
i
Plaintiff, i No. 09-405-Civil Term
versus
KARA E. DOHRMAN; JENSAR
ASSOCIATES, INC.
Defendants.
NOTICE OF PRAECIPE TO ENTER JUDGMENT BY DEFAULT
TO: Kara E. Dohrman
Jensar Associates, Inc.
c/o Michael Bangs
Bangs Law Firm
429 South 18th Street
Camp Hill, PA 17011
Date of Notice: March 25, 2009
IMPORTANT NOTICE
YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A
WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN
WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE
CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS
FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST
YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER
IMPORTANT RIGHTS.
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. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT
HIRING A LAWYER.
{00292640/1)
Cumberland County Bar Association
2 Liberty Avenue
Carlisle, PA 17013
717-249-3166
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE
ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY
OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO
FEE.
CGA LAW FIRM,
Eric Su r, Esquire
Supreme Court I.D. 202017
135 North George Street
York, PA 17401
717-848-4900-telephone
717-843-9039-fascimile
Attorney for Plaintiff
{00292640/1}
CERTIFICATE OF SERVICE
I hereby certify that on this 25th day of March, 2009, a true and correct copy of the
foregoing Notice of Praecipe to Enter Default Judgment has been served first class mail postage
prepaid upon the following:
Michael L. Bangs, Esquire
Bangs Law Firm
429 South 18`" Street
Camp Hill, PA 17011
Rut Kissinger, Paralega
Eric Suter, Esquire
(00292640/1)
C 7 C-D
P 4%.
MICHAEL L. BANGS, ESQUIRE ATTORNEY FOR DEFENDANT
I.D. No. 41263 KARA E. DOHRMAN
429 South 18d' Street
Camp Hill, PA 17011
(717) 730-7310
SARAH T. GALBRAITH, ) IN THE COURT OF COMMON PLEAS
Plaintiff ) OF CUMBERLAND COUNTY,
PENNSYLVANIA
vs. )
NO. 09-405 CIVIL TERM
KARA E. DOHRMAN; JENSAR )
ASSOCIATES, INC., ) CIVIL ACTION - LAW
Defendants )
PRELIMINARY OBJECTIONS OF DEFENDANT KARA E. ROM MAN
AND NOW comes the Defendant, Kara E. Dohrman, by and through her attorney,
Michael L. Bangs, Esquire, and files the following Preliminary Objections to Plaintiff s
Amended Complaint:
1. The Defendant Kara E. Dohrman demurs to the Amended Complaint Count I for
Dissolution in that there is no legal cause of action from one shareholder to another shareholder
for the dissolution under any of the statutes of the Commonwealth of Pennsylvania.
2. The Defendant Kara E. Dohrman demurs to Plaintiffs claim in her Amended
Complaint for Breach of Contract, Unjust Enrichment and Promissory Estoppel in that under the
facts and circumstances of the case they are legally insufficient to form a basis for relief.
Respectfully submitted,
MICHAEL L. BANGS
Attorney for Defendant Ke
429 South 18th Street
Camp Hill, PA 17011
(717) 730-7310
Supreme Court ID #41263
Dohrman
i 44k
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I have this day served the foregoing by depositing a copy of
the same in the United States mail, postage prepaid, at Camp Hill, Pennsylvania, addressed to the
following:
Eric Suter, Esquire
CGA Law Firm
135 North George Street
York, PA 17401
DATE:
&y4 JR;W13
Paralegal
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PRAECIPE FOR LISTING CASE FOR ARGUMENT
(Must be typewritten and submitted in duplicate)
TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for the next
Argument Court.)
CAPTION OF CASE
(entire caption must be stated in full)
Sarah T. Galbraith,
VS.
Kara E. Dohrman; Jensar Associates, Inc.
No. 09-405 , civil Term
1. State matter to be argued (i.e., plaintiffs motion for new trial, defendant's demurrer to
complaint, etc):
Defendants Preliminary Objections to Plaintiff's Amended Complaint
2. Identify all counsel who will argue cases:
(a) for plaintiffs:
Eric Suter, Esquire] CGA Law Firm
(Name and Address)
135 N. George St. York, PA 17401
(b) for defendants:
Michael Bangs, Bangs Law Firm
(Name and Address)
429 S. 18th St., Camp Hill, PA 17011
3. 1 will notify all parties in writing within two days that this case has been listed for
argument.
4. Argument Court Date:
Eric Suter
Print your name
Sarah Galbraith
4/21/09 Attorney for
Date:
INSTRUCTIONS:
1. Two copies of all briefs must be filed with the COURT ADMINISTRATOR
(not the Prothonotary) before argument.
2. The moving party shall file and serve their brief 12 days prior to argument.
3. The responding party shall file their brief 5 days prior to argument.
4. If argument is continued new briefs must be filed with the COURT
ADMINISTRATOR (not the Prothonotary) after the case is relisted.
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C.A. mq AL
MICHAEL L. BANGS, ESQUIRE
I.D. No. 41263
429 South 18th Street
Camp Hill, PA 17011
(717) 730-7310
ATTORNEYFOR DEFENDANT
KARA E. DOHRMAN
SARAH T. GALBRAITH, ) IN THE COURT OF COMMON PLEAS
Plaintiff ) OF CUMBERLAND COUNTY,
PENNSYLVANIA
VS. )
NO. 09-405 CIVIL TERM
KARA E. DOHRMAN; )
JENSAR ASSOCIATES, INC., ) CIVI ACTION - LAW
Defendants )
YOU ARE HEREBY NOTIFIED TO RESPOND TO THE
ENCLOSED NEW MATTER WITHIN TWENTY (20)
DAYS FROM SERVICE HEREOF OR A DEFAULT
JUDGMENT MAY BE ENTE AGAINST YOU.
MICHAEL L. BANGS (I #41 63)
Attorney for Defendant Kara Dohrman
429 South 18th Street, Camp ill, PA 17011
(717) 730-7310
ANSWER AND NEW MATTER OF DEFENDANT KARA E. DOHRMAN
1. Denied. Defendant Dohrman is without knowledge sufficient to form a belief as to the
truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of
this case.
2. Denied. The address of Defendant Kara E. Dohrman is 798 Mount Rock Road,
Carlisle, Pennsylvania, 17015.
3. Denied. The principal place of business for Defendant Jensar is 256 Calder Street,
Harrisburg, Pennsylvania.
4. Admitted.
5. Denied. This averment is a legal conclusion to which no answer is required. To the
extent an answer is required it is denied.
6. Admitted.
7. Admitted.
8. Admitted.
9. Admitted.
10. Admitted in part and denied in part. It is admitted that Galbraith and Dohrman have
become involved in a number of disagreements and disputes which have resulted in a breakdown
of their ability to communicate effectively and reach agreement on issues necessary for the
proper and efficient functioning of Jensar. It is denied that there is an inability to wind up
Jensar's operations.
11. Denied. After reasonable investigation, Dohrman is unable to form a belief as to the
truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of
this case.
12. Denied. It is specifically denied that Dohrman has failed to provide Galbraith with
all requested information regarding Jensar's accounting issues and financial position. It is
averred that Dohrman has repeatedly provided Galbraith, either directly or through counsel, with
all financial information requested and has made those documents available at any time.
13. Denied. It is specifically denied that Dohrman has withheld important accounting
files and documentation, including QuickBook files and has refused to provide any invoices,
receipts or other backup to justify any cash withdraws claimed as reimbursement for expenses
Dohrman incurred on Jensar's behalf. It is specifically averred that Dohrman has provided
Galbraith, either directly or though counsel, with all requested information.
14. Denied as stated. It is specifically denied that Jensar's inability to continue to
operate as a corporation is as a result of the inability of the parties to communicate. It is averred
that the parties agreed that they would no longer continue to operate Jensar and they proceeded
to pursue their own business opportunities.
2
15. Admitted.
16. Admitted.
17. Denied as stated. It is specifically denied that Dohrman has refused to provide
information regarding Jensar's accounting and financial position. It is admitted that Galbraith
has insisted upon an independent accountant even though Jensar has always retained an
independent accountant to providing accounting services for the corporation.
18. Denied as stated. It is denied that Dohrman has steadfastly refused to agree to an
independent accounting of Jensar's accounting and financial activities. Dohrman has refused to
agree to another accountant being retained to provide the same functions that their current
independent accountant has provided and will provide relative to winding up Jensar's operations.
COUNT I - DISSOLUTION
19. Paragraphs 1 through 18 are incorporated herein by reference.
20. Denied. This paragraph is a legal conclusion to which no answer is required. To the
extent an answer is required, it is specifically denied that there is a deadlock which would
prevent the winding up of the affairs of Jensar. It is averred that the affairs of Jensar are or have
already been wound up.
21. Denied. This averment is a legal conclusion to which no answer is required. To the
extent an answer is required, it is specifically denied that the section cited in this averment
provides the legal authority to permit an involuntary dissolution of Jensar.
22. Denied as stated. This averment is a legal conclusion to which no answer is required.
To the extent an answer is required, it is denied that the shareholders, vendors or clients of Jensar
have been adversely affected at this time.
3
WHEREFORE, Dohrman requests this Honorable Court to deny the request made under
Count I, together with costs of suit.
COUNT II - BREACH OF CONTRACT
23. All answers previous are incorporated herein by reference.
24. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
25. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
26. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
27. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
28. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
29. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
4
30. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
31. Denied. It is specifically denied that Dohrman has failed to establish a specific
repayment plan and in fact Dohrman has repaid all sums due and owing.
32. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
33. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
WHEREFORE, Dohrman demands judgment against Galbraith, together with costs of
suit.
COUNT III - UNJUST ENRICHMENT
34. All answers previous are incorporated herein by reference.
35. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
36. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
37. Denied. It is specifically denied that Dohrman has received any benefit since
Galbraith has been paid in full by Dohrman.
5
38. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
WHEREFORE, Dohrman demands judgment against Galbraith together with costs of
suit.
COUNT IV - PROMISSORY ESTOPPEL
39. All answers previous are incorporated herein by reference.
40. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
41. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
42. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
43. Denied. After reasonable investigation Dohrman is without knowledge sufficient to
form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is
demanded at the trial of this case.
44. Denied. It is specifically denied that Galbraith has suffered damages because
Dohrman has repaid all amounts due.
WHEREFORE, Dohrman demands judgment against Galbraith together with costs of
suit.
6
NEW MATTER
45. Paragraphs 1 through 44 are incorporated herein by reference.
46. Dohrman, upon request of Galbraith, handled all of the financial affairs for Jensar
during its operation.
47. Dohrman made payments for expenses in accordance with the customary way that
the parties paid expenses while they operated the corporation.
48. To the extent that some expenses do not have invoices attached, both Galbraith and
Dohrman received reimbursement for those expenses, particularly for mileage without necessary
invoicing.
49. The requested relief in Count I of Plaintiff s Complaint is a legal impossibility and
not permitted under the statutes of the Commonwealth of Pennsylvania.
50. Plaintiffs Complaint is void by accord and satisfaction.
Respectfully submitted,
MICHAEL L. BANGS
Attorney for Defendant Kara /Dohrman
429 South 18th Street
Camp Hill, PA 17011
(717) 730-7310
Supreme Court ID #41263
7
VERIFICATION PURSUANT TO Pa. R.C.P. 1024(c)
I, MICHAEL L. BANGS, Esquire, counsel for Kara E. Dohrman, verify that the
statements made in the foregoing document are true and correct to the best of my knowledge,
information, and belief based upon information and documents provided to me by Kara E.
Dohrman. I understand that the statements herein are made subject to the penalties of 18 Pa.
C.S. Section 4904 relating to unsworn falsification to authorities.
DATE: a 1(2
'(JA' be?D -
IC AEL L. BA GS, Esq7
8
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I have this day served the foregoing ANSWER AND NEW
MATTER OF DEFENDANT KARA E. DOHRMAN, by depositing a copy of the same in the
United States mail, postage prepaid, at Camp Hill, Pennsylvania, addressed to the following:
Eric Suter, Esquire
CGA Law Firm
135 North George Street
York, PA 17401
DATE: v
9
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