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Home My WebLink About09-3511le ..? SARAH LOH, IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA V. No. Qg __?Kfl WILLIAMS GROVE, INC., CIVIL ACTION -LAW Defendant PRAECIPE FOR WRIT OF SUMMONS TO THE PROTHONOTARY OF SAID COURT: Please issue a writ of summons in the above-captioned action. Writ of Summons shall be issued and forwarded to ( ) Attorney (X) Sheriff McNEES, WALLACE & NURICK Y James P. D gelo Supreme Court I.D. 62377 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 Date: May 26, 2009 Attorneys for Plaintiff Fl E _ (" F r r flP F or 't? F X909 I'` 1 F'i'g : ?{ c #- . -# /j, s? C,f,it J f 7oS S 1! e SARAH LOH, IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA V. : No. e y' 3s/? ?r yr ( 7?d?i? WILLIAMS GROVE, INC., CIVIL ACTION - LAW Defendant WRIT OF SUMMONS TO: WILLIAMS GROVE, INC. YOU ARE HEREBY NOTIFIED that Sarah Loh, Plaintiff, has commenced an Date: May 26, 2009 - 'v &h--( - - Curt Long, Prothonotary By: /w 1/h., I X, ( puty) action against you. Seal of the Court Sheriffs Office of Cumberland County R Thomas Kline o??""t' of ?Cllwb .r f Edward L Schorpp Sheri Solicitor Ronny R Anderson Jody S Smith Chief Deputy OFFICL 7 E `_MERIFF Civil Process Sergeant SHERIFF'S RETURN OF SERVICE 06/04/2009 03:50 PM - Ron Hoover, Deputy Sheriff, who being duly sworn according to law, states that on June 4, 2009 at 1550 hours, he served a true copy of the within Writ of Summons, upon the within named defendant, to wit: Williams Grove, Inc., by making known unto Kathleen Hughes, Executor to Williams Grove, Inc. at 1 Speedway Drive Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to her personally the said true and correct copy of the same. SHERIFF COST: $37.44 SO ANSWERS, June 05, 2009 R THOMAS KLINE, SHERIFF 2009-3511 Sarah Loh V Williams Grove Inc. Deputy Sheriff C= ? °n -rs t 2 M ? ?.., ? F ,'.,. Z C J x? C: i?v ,.J CYN SARAH LOH, v. Plaintiff WILLIAMS GROVE, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLP,ND COUNTY, PENNSYLVANIA NO. 09-3511 CIVIL TERM CIVIL ACTION -LAW ORDER '1 ti AND NOW, this _ ~.~ day of ______~___ , 2010, upon consideration of Plaintiff Sarah Loh's Unopposed Motion to Compel Discovery Responses, it is hereby ORDERED that Plaintiff's Motion to Compel is GRANTED. Defendant Williams Grove, Inc. is hereby ordered and directed to provide full and complete responses to Plaintiff's Interrogatories and Requests for Production of Documents within thirty (30) days of the date of this Court's Order. MAY 2 7 2010 I Q.S /1Z.a~ ~ l~ W ~ r~d..1~SG~ i~~ J .~~~2Q; Lis J. h,) ~- - Ci _ < ~~ -:.~ 'S ~ ~ _.~ ..c... %+ -r, ...; _ ! _.. ~__. _ i~_ ,C. C,J .. -~-el -i :,~ _... ~, ..~ SARAH LOH, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 09-3511 CIVIL TERM WILLIAMS GROVE, INC., CIVIL ACTION - LAW c c C) Defendant :X --- -n CERTIFICATE PREREQUISITE TO SERVICE ?ter`' ?v OF A SUBPOENA PURSUANT TO RULE 4009.22 As a prerequisite to service of a subpoena for documents and things purs&ar?to CD{' Rule 4009.22, Plaintiff Sarah Loh, through her attorneys, McNees Wallace & NurickJLC? certifies that (1) a notice of intent to serve the subpoena with a copy of the subpoena attached thereto was mailed to John DeVirgilis, Esq., counsel for Defendant, at least twenty (20) days prior to the date on which the subpoena is sought to be served, (2) a copy of the notice of intent, including the proposed subpoena, is attached to this certificate, (3) no objection to the subpoena has been received, and, (4) the subpoena which will be served is identical to the subpoena which is attached to the notice of intent to serve the subpoena. McNEES WALLACE & NURICK LLC By za 2, eo / pl?- /A James P. DeAngelo Pa. I.D. No. 62377 Dana Windisch Chilson Pa. I.D. No. 208718 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 dchilsonO-mwn.com Dated: February 23, 2011 Attorneys for Plaintiff Sarah Loh CIVIL ACTION - LAW NOTICE OF INTENT TO SERVE A SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.21 Plaintiff Sarah Loh, by her attorneys, McNees Wallace & Nurick LLC, intends to SARAH LOH, V. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 09-3511 CIVIL TERM WILLIAMS GROVE, INC., Defendant serve a subpoena identical to the one that is attached to this notice. You have twenty (20) days from the date listed below in which to file of record and serve upon the undersigned an objection to the subpoena. If no objection is made the subpoena may be served. McN By S WALLACE & NURICK LLC r /James P. DeAngeV Pa. I.D. No. 62377 Dana Windisch Chilson Pa. I.D. No. 208718 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 dchilson(a-mwn.com Dated: February 1, 2011 Attorneys for Plaintiff Sarah Loh COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SARAH LOH, Plaintiff NO. 09-3511 CIVIL TERM V. CIVIL ACTION - LAW WILLIAMS GROVE, INC., Defendant SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Trone Outdoor Advertising c/o John W. Trone, President 1345 Abbottstown Pike Hanover, PA 17331 Within twenty (20) days after service of this subpoena, you are ordered by the court to produce the following documents or things: SEE ATTACHMENT A, at McNees Wallace & Nurick LLC, Attn: Dana Windisch Chilson, 100 Pine Street, P. O. Box 1166, Harrisburg, PA 17108-1166. You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: Dana Windisch Chilson McNees Wallace & Nurick LLC 100 Pine Street P. O. Box 1166 Harrisburg, PA 17108-1166 Phone: 717.237.5457 Supreme Court I.D. 208718 Attorneys for Plaintiff BY THE COURT: Prothonotary Date: Seal of the Court Deputy ATTACHMENT A ALL DOCUMENTS IN YOUR POSSESSION, WHETHER PRINTED, TYPEWRITTEN, HANDWRITTEN, GRAPHIC, ELECTRONIC OR RECORDED MATERIAL, HOWEVER, PRODUCED OR REPRODUCED AND HOWEVER FORMAL OR INFORMAL RELATING TO OR HAVING ANYTHING TO DO WITH WILLIAMS GROVE SPEEDWAY AND/OR WILLIAMS GROVE, INC., 1 SPEEDWAY DRIVE, MECHANICSBURG, PA 17055. SARAH LOH, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 09-3511 CIVIL TERM WILLIAMS GROVE, INC., CIVIL ACTION - LAW Defendant To: Custodian of Records the Trone Outdoor Advertising You are required to complete the following Certificate of Compliance when producing documents or things pursuant to the subpoena: CERTIFICATE OF COMPLIANCE WITH SUBPOENA certify to the best of my knowledge, information and belief that all documents and things required to be produced pursuant to the Subpoena have been produced. Date: CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing document was served by first-class mail, postage prepaid, upon the following: John DeVirgilis, Esq. Silver, Miller & DeVirgilis 1707 Rittenhouse Square PhiladelphianA 19103, James P. DeAnaelo Dated: February 1, 2011 CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing document was served by first-class mail, postage prepaid, upon the following: John DeVirgilis, Esq. Silver, Miller & DeVirgilis 1707 Rittenhouse Square Philadelphi?,,PA 19103 Dana Windisch hilson Dated: February 23, 2011 ~~ ~ ~ -_ James P. DeAngelo Pa. I.D. No. 62377 Dana Windisch Chilson Pa. I.D. No. 208718 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 dchilsonna mwn.com SARAH I.OH, :,,,,t --~ ,, lI~ ~. i ~ ~t, ,, :1t. \.1 11 ;_ ,,..~ ~~,,;t_,. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 09-3511 CIVIL TERM WILLIAMS GROVE, INC., Defendant CIVIL ACTION -LAW UNCONTESTED MOTION TO WITHDRAW AS COUNSEL AND NOW come Movants, James P. DeAngelo, Esquire, Dana W. Chilson, Esquire, and the law firm of McNees Wallace &Nurick LLC (collectively, "Movants), attorneys for Plaintiff Sarah Loh ("'Loh") in the above-captioned matter, and hereby respectfully request this Honorable Court grant their Uncontested Motion to Withdraw as Counsel. In support thereof, Movants aver the following: 1. Movants are licensed attorneys at McNees Wallace &Nurick LLC ("McNees"). McNees has a primary business address of 100 Pine Street, P.O. Box 1166, Harrisburg, Dauphin County, Pennsylvania 17108-1166. 2. Movants are counsel for Loh in the above-captioned matter, and have represented Loh throughout the current matter. 3. Loh and Movants have amicably agreed to end their relationship and have further agreed that Movants should withdraw as counsel. 4. Loh concurs with Movants' request to withdraw as her counsel. 5. There are no impending deadlines in this matter. 6. The parties to this litigation will not be prejudiced if Movants are permitted to withdraw as counsel. 7. Concurrence was sought from counsel for Defendant. Defendant's counsel does concur in this Motion. 8. The current address of Plaintiff Sarah Loh is 136 Martel Circle, Dillsburg, PA 17019. 9. The Honorable M. L. Ebert, Jr. has previously ruled on Plaintiffs Unopposed Motion to Compel Responses to Interrogatories and Requests for Production of Documents Directed to Defendant. 1/~~HEREFORE, Movants James P. DeAngelo, Dana W. Chilson, and McNees Wallace & Nurick LL_C respectfully request leave to withdraw their appearance as counsel for SaraFi Loh. McNEE,S,WALLACE & NURICK LLC B ~ r d` y ~~ - James P. DeAngelo Pa. I.D. No. 62377 Dana Windisch Chilson Pa. I.D. No. 208718 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 dchilson(c~mwn.com Dated: October 31, 2012 Attorneys for Plaintiff Sarah Loh -2- CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing document was served by first-class mail, postage prepaid, upon the following: John DeVirgilis, Esq. Bezark Lerner &DeVirgilis, PC 1600 Market Street, Suite 1610 Philadelphia, PA 19103 Sarah Loh 136 Martel Circle Dillsburg, PP1.~17019 > > .__~ ana Windisch Chilson Dated: October 31, 2012 SARAH LOH, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v. WILLIAMS GROVE, INC., Defendant NO. 09-3511 CIVIL TERM CIVIL ACTION -LAW ORDER AND NOW, this 1~~ day of ~ d~ , 2012, upon consideration of the Uncontested Motion of McNee's Wallace &Nurick LLC to withdraw as counsel for the Plaintiff in the above-captioned action, said Motion is hereby GRANTED. BY THE COURT: J. Distribution / James P. DeAngelo, Esq. and Dana W. Chilson, Esq., McNees Wallace &Nurick LLC, 100 Pine Street, Harrisburg, PA 17101 v John DeVirgilis, Esq., Bezark Lerner &DeVirgilis, PC, 1600 Market Street, Suite 161, Philadelphia, PA 19103 - 'w: ~ Sarah Loh, 136 Martel Circle, Dillsburg, PA 17019 r~ C -vim d .~... ~ . ~ ~~ x~ ~ ~~~ gyp; es h1a• /r~ >~~/3~ p a ~~ ~ ~ - ~, .~/lG v c-a xo ~ ~., .. c~~' ~ ~~ N " ~ --~ ~ , FILED i i in' _` THE PRO T H lNO ;ARY Ili MAR 14 PH to 1 6 CUMBERLAND COUNTY PENNSYLVANIA Bret Keisling (PA 201352) Daniel C. Bardo (PA 317102) THE KEISLING LAW OFFICES, P.C. 17 South Second Street, Suite 301 Harrisburg, Pennsylvania 17101 Ph. 717.303.3446 Fax 717.801.1786 Bret@KeislingLaw.com Bardo@KeislingLaw.com IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SARAH LOH, v. WILLIAMS GROVE, INC. Plaintiff, Defendant. NO.: 09 -3511 CIVIL ACTION — LAW MOTION FOR SUMMARY JUDGMENT Plaintiff, Sarah Loh ( "Ms. Loh "), by and through her counsel, THE KEISLING LAW OFFICES, P.C., files this motion for summary judgment against Defendant, Williams Grove, Inc. ("Defendant"), and in support thereof avers as follows: FACTUAL AND PROCEDURAL BACKGROUND 1. On May 27, 2009, Ms. Loh commenced this action by filing a precipice for writ of summons. 2. On September 30, 2009 Ms. Loh filed her Complaint, alleging that Defendant had breached a contract with here and been unjustly enriched. 3. On or about December 4, 2009, Defendant filed an Answer with New Matter. 4. On December 22, 2009, Ms. Loh filed her reply to Defendant's New Matter. 5. Depositions have been conducted of the following individuals: Kathleen Hughes, President of Williams Grove, Inc., ( "Ms. Hughes ") corporate designee of the same, and daughter of Morgan C. Hughes; and Ms. Loh. 6. Defendant operates, inter alia, Williams Grove Speedway. Complaint, ¶ ¶ 2, 3; Answer, ¶ ¶ 2, 3; Hughes Dep., Sept. 28, 2010, 26:24 — 27:14. A true and correct copy of the relevant portions of Ms. Hughes' deposition transcript are attached hereto and made a part hereof as Exhibit "A." 7. Morgan C. Hughes ( "Mr. Hughes ") operating through Morgan Hughes, Inc., owned and had absolute control of Defendant corporation. Plaintiff Sarah Loh's Interrogatories Directed to Defendant Williams Grove, Inc. ( "Ms. Loh's Interrogatories "), interrogatory no. 15; Defendant, Williams Grove, Inc.'s Answers to Plaintff's Interrogatories ( "Defendant's Answers to Interrogatories "), interrogatory no. 15; see also Williams Grove, Inc. Stock Certificate, dated January 21, 1972 (executed by Mr. Hughes, as president of Williams Grove, Inc.); Hughes Dep. 35:19 -24. The relevant portions of Ms. Loh's Interrogatories and Defendant's Answers to Interrogatories are attached hereto and incorporated herein as Exhibits `B" and "C," respectively. A true and correct copy of Williams Grove, Inc. Stock Certificate, dated January 21, 1972 is attached hereto and incorporated herein as Exhibit "D." 2 8. Ms. Loh worked for Defendant from 1976 until her retirement in 2008. Loh Dep. Sept. 28, 2010, 9:11; Complaint 115; Answer ¶ 5. A true and correct copy of the relevant potions of Ms. Loh's deposition transcript are attached hereto and incorporated herein as Exhibit "E." 9. Ms. Loh began working for Defendant as a receptionist; thereafter her duties were expanded to include sales of picnic space, catering, and advertising. Loh Dep. at 9:12 -10:9. 10. Upon her retirement, Ms. Loh was Defendant's sales director. Loh Dep. at 9:19- 23. 11. On August 21, 2003, Mr. Hughes wrote, signed, and had notarized a document which, inter alia, grants Ms. Loh the "billboard business" upon Mr. Hughes' death (the "Contract "). A true and correct copy of the Contract is attached hereto and made a part hereof as Exhibit "F." 12. In August of 2003, Ms. Loh was called into Mr. Hughes' office, where he informed Ms. Loh that she would be taken care of by the company — that he had executed an agreement for her benefit. Letter from Ms. Loh to Ms. Hughes, dated Sept. 30, 2008; Loh Dep. at 23:1 -14. A true and correct copy of said letter is attached hereto and made a part hereof as Exhibit "G." 13. Mr. Hughes specifically referred to the Contract as "an agreement between the Williams Grove, Inc. and [Ms. Loh]." Loh Dep. at 23:1 -14, 29:13 -21. 14. Subsequently, Mr. Hughes placed the Contract in a joint safety deposit box, held by Mr. Hughes and Ms. Loh. Loh Dep. at 24:25- 26:22, 31:18- 32:19. At that time, he showed Ms. Loh an envelope bearing her name and social security number, which contained the Contract, and informed here that the envelope was for her. Loh Dep. 32:11 -18. 3 15. Later, Ms. Loh was directed to retrieve the items from the joint safety deposit box. Loh Dep. at 34:10 -24. 16. Mr. Hughes died on April 12, 2008. Complaint ¶7; Answer ¶7. 17. Ms. Hughes is Defendant's current president. Hughes Dep. at 21:3 -7. 18. In September of 2008, Ms. Loh retired. See Exhibit "G "; Hughes Dep. at 53:25- 54:8. 19. On September 30, 2008, Ms. Loh notified Ms. Hughes of the Contract (Exhibit "F. "); that she had completed any necessary conditions on her part, namely retiring; and requested that the commitments therein be carried out by Defendant. See Exhibit "G." 20. Defendant refused; this litigation followed. THERE IS NO ISSUE OF MATERIAL FACT AND MS. LOH IS ENTITLED TO JUDGMENT AGAINST DEFENDANT AS A MATTER OF LAW ON THE ISSUE OF LIABILITY BECAUSE DEFENDANT BREACHED ITS CONTRACT WITH MS. LOH. 21. A motion for summary judgment may be granted where "there is no genuine issue of any material fact as to a necessary element of the cause of action or defense which could be established by additional discovery or expert report...." Pa.R.C.P. 1035.2(1). 22. "The trial court must accept as true all well - pleaded facts relevant to the issues in the non - moving party's pleadings, and give to him the benefit of all reasonable inferences to be drawn therefrom." Burman v. Golay & Co., 616 A.2d 657, 659 (Pa. Super. 1992). 23. In order to succeed on a breach of contract claim, the plaintiff must show that (1) a contract existed, (2) the defendant breached its duties under the contract, and (3) damages resulted from the breach. Pennsy Supply, Inc. v. American Ash Recycling Corp., 895 A.2d 595, 600 (Pa. Super. 2006) (citing Corestates Bank, N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa. Super 1999)). 4 24. It is well established that "pensions are not gratuities but payments made as deferred compensation for services already rendered. Lowe v. Jones, 414 Pa. 466, 469, 200 A.2d 880, 881 -82 (1964). 25. Where an employer creates an employee retirement benefit, he extends an offer to a unilateral contract. Upon competition of the necessary conditions, employees have a binding and enforceable unilateral contract with their employer. Levette v. Billy Penn Corp., 283 A.2d 873, 875 (Pa. Super. 1971). 26. Once a right is vested with the employee, the employer cannot refuse to honor that right without breaching his agreement with the employee. David v. Veitscher Magnesitwerk Actien Gesellschaft, 348 Pa. 335, 346, 35 A.2d 346, 351 (1944) (quoting Retirement Board v. McGovern, 316 Pa. 161, 169, 174 A. 400, 404 (1934); and citing Lynch v. U.S., 292 U.S. 571, 54 S.Ct. 840, 74 L.Ed. 1434 (1934)). 27. Mr. Hughes' writing and execution of the Contract creates an employee benefit. 28. The only condition upon the benefits enumerated in the Contract was that Ms. Hughes retire. 29. Pennsylvania appellate courts have adopted dictionary definitions of "retirement," specifically, "withdrawal from one's position or occupation or from active working life" and "termination of employment service, trade or occupation upon reaching retirement age, or earlier at election of employee, self - employed, or professional." Franklin Cnty. Career & Tech. Ctr. v. Franklin Cnty. Career & Tech. Ctr. Educ. Ass'n, 39 A.3d 456, 457 -58 (Pa. Commw. 2012) (quoting Bowman v. Sch. Dist. Of Phila., 661 A.2d 913, 915 (Pa. Commw. 1995) (quoting Webster's Ninth New Collegiate Dictionary 1007 (1989); and Black's Law Dictionary, Sixth Edition, 1316 -1317 (1990))). 5 30. Ms. Loh retired September 30, 2008. 31. The Contract confers several benefits upon Ms. Loh upon her retirement, including equal partnership in the "billboard business" upon her retirement, the right to hire employees to work for the "billboard business," and the right to work from home if she chose to while Mr. Hughes is alive. Upon Mr. Hughes' death, the contract confers full ownership of the "billboard business" upon Ms. Loh. 32. Thus, among other things, the Contract creates a right to full ownership of the "billboard business" vesting upon Mr. Hughes' death. 33. Thus, at the time of Mr. Hughes' death, Ms. Loh had several vested rights; at the time of her retirement, September 30, 2008, she fulfilled all conditions upon those rights. Therefore, there was a binding and enforceable contract made between Defendant and Ms. Loh. 34. Defendant continues to operate its billboard business and has not transferred ownership of the billboard business, in violation of the Contract. Hughes Dep. at 68:5 -7. 35. Stemming from Defendant's failure to fulfill its duties under the Contract, Ms. Loh has suffered economic loss; specifically, she has been denied ownership of the billboard business, income from the billboard business, and the opportunity to grow the billboard business. THERE IS NO ISSUE OF MATERIAL FACT AND MS. LOH IS ENTITLED TO JUDGMENT AS A MATTER OF LAW ON THE ISSUE OF LIABILITY BECAUSE DEFENDANT HAS BEEN UNJUSTLY ENRICHED BY ITS CONTINUED OPERATION OF THE BILLBOARD BUSINESS. 36. The elements of unjust enrichment are (1) benefits conferred by the plaintiff, (2) appreciation of those benefits by the defendant, (3) acceptance and retention over those benefits under circumstances where it is inequitable for the defendant to retain said benefits. Mitchell v. Moore, 729 A.2d 1200, 1203 -04 (Pa. Super. 1999) (quoting Schenck v. K.E. David, Ltd., 666 A.2d 327 (Pa. Super. 1995)). 6 37. As stated above, Ms. Loh worked for Defendant for an extended period of time, during which she sold, inter alia, billboard advertising. 38. Ms. Loh's years of service built the company to where it was at the time of Mr. Hughes' death. See Exhibit "F "; see also Loh Dep. at 9:11; Complaint 445; Answer it 5. 39. In 2003, Ms. Loh was informed that she would be "taken care of' by the company and that the Contract would provide for her. Loh Dep. at 23:1 -14; see also Exhibit "G." 40. Ms. Loh continued to work for Defendant, understanding that she would receive the additional benefit of the Contract from Defendant upon her retirement. 41. It is inequitable under the circumstances for Defendant to retain possession of the billboard business and earnings therefrom. WHEREFORE, Ms. Loh respectfully requests that this Honorable Court grant Summary Judgment in her favor against Defendant, Williams Grove, Inc., on the issue of liability. Respectfully submitted, KEISLING LAW OFFICES, P.C. Dated: March 14, 2014 eislin. 201352) aniel C. Bardo (PA 317102) 17 South Second Street, Suite 301 Harrisburg, Pennsylvania 17101 Ph. 717.303.3446 Fax 717.801.1786 Bret @KeislingLaw.com Bardo @KeislingLaw.com Attorneys for Plaintiff 7 Exhibit A 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 21 Kathleen Hughes Incorporated, change? A No. Q Okay. And today are you an employee of Williams Grove, Incorporated? A Yes. Q And what's your position? A President. Q And when did you become president? A I'm not sure -- oh, of Williams Grove, Inc.? Q Yes. A I think I was president since 1972, but I'm not sure. That's what Harrisburg says. Q Okay. So you said that's what Harrisburg says. What is -- what do you mean by that? A On the corporate documents, it says 1972. Q Which corporate documents? A The ones done in Harrisburg, the corporate documents for Williams Grove, Inc. Q I don't have a document in the materials that have been provided to me or in the -- either by my client or the materials that were produced in discovery from you through your Love Court Reporting, Inc. 1 2 3 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 26 Kathleen Hughes from your response that Morgan Hughes, Inc., has wound up whatever business and operations it had, sold off its assets, and is in the process of dissolving? A Yes. Q Did Morgan Hughes, Inc., own anything other than Williams Grove, Inc.? A When? Q In 2008 when your dad passed away? A No. Q Okay. Ms. Hughes, would I be correct then to say that you -- you and your mom acquired your share interest in Williams Grove, Inc., after your dad passed away? It was sometime after 2008? A Yes. Q And that share interest passed through Morgan Hughes, Inc., and through your dad's estate to you and your mom. Is that correct? A Yes. Q And the Williams Grove, Inc., entity let me back up for a moment. Williams Grove, Inc., owns the Williams Grove Speedway. Is that correct? Love Court Reporting, Inc. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 27 Kathleen Hughes A. No. Q Okay. What owns the Williams Grove speedway? A Williams Grove, Inc., is the speedway. Q Okay. Is Williams Grove, Inc., anything else? Does it have other business operations? A Yes. Q What are those business operations? A It leases the flea market. Q Anything else? A I'm trying to think. Not to my knowledge. Q Back in 2003, was Williams Grove, Inc., the speedway then as well? A Yes. Q How long has Williams Grove, Inc., .been the speedway? How long has that been the case? A Since 1850. Q Since 1850. Okay. A Or around there. Q Since the year 1850? A Around then, yes. Love Court Reporting, Inc. Page 35 Kathleen Hughes Q Did any of those proceeds -- were any of those proceeds distributed to shareholders? A No. Q By the way, based on your earlier testimony, the shareholder of Williams.Grove, Inc., would have been Morgan Hughes, Inc.? A Yes. Q So none of the money from the real estate sale went from Williams Grove, Inc., to its shareholder Morgan Hughes, Inc.? A No. Q In regard to the real estate transaction, do you know who signed the documents to sell the real estate to the railroad club? A Morgan Hughes. Q Your dad? A Yes. Q While your dad was alive, what was his role at Williams Grove, Incorporated? A He made final decisions. Q In my world, I would call him the boss. Would that be accurate? A Sure. Q Ms. Hughes, in the discovery Love Court Reporting, Inc. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 53 Kathleen Hughes release? A Well, it wasn't what made me 100 percent sure that •she wasn't coming back. Q Okay. I think you're answering a different question. But what made you 100 percent sure that Ms. Loh was not returning to employment at Williams Grove, Inc.? A When we got to work on Tuesday, all the files had been taken out of the office and possessions; and her daughter had not shown up for work. And the keys to the car she used were left on the seat. Q Ms. Hughes, do you understand what a release is? First, let me back up for a moment. You're not a lawyer. Right? A No Q Okay. I'm not trying to be tricky with lawyer-speak or lawyer terms. Do you have an understanding of what a release is? A Do you mean she quit? Q Well, that's I'm not talking about the employment situation. Let me see if I can rephrase. this. I think you're talking about one thing and I'm talking about another. Would I be correct to state that as Love Court Reporting, Inc. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 54 Kathleen Hughes far as you are concerned Ms. Loh resigned her position with Williams Grove, Inc.? A I wouldn't say resigned. Q What would you say? A She quit. Q Okay. And your position is based in part on this letter which is Hughes 1 A Yes. Q and in part on what happened on that Tuesday morning that you just described to us. Correct? A Yes. They were both on the same date. Q Got it. Ms. Hughes, you had talked before that there was a time when Ms. Loh sold billboard advertising at the speedway. Do you remember that testimony? A Yes. Q Am I correct that at the speedway there are billboards that are leased, rented, sold so that advertisers can put or people who want to advertise can put their information up on those boards. Is that right? A Some are, yes. Love Court Reporting, Inc. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 68 Kathleen Hughes advertising? A No. Q And that's - A Actually, no - Q No one is doing that. You don't sell billboard advertising? A r If they call us. Q If they call. And that's been true since Ms. Loh left employment with the company? A Yes. Q Since Ms. Loh left employment with the company, has there been any effort by the company to sell billboard advertising? A No. Q Has there been any effort to expand the number of billboards at the track? A No. MR. DEANGELO: Hughes 2. (Hughes Exhibit 2, Document, marked for Identification.) BY MR. DEANGELO: Ms. Hughes, do you recognize the document we marked as Hughes 2? A Yes. Q And is -- can you tell me when the Love Court Reporting, Inc. Exhibit B 15. Identify each and every fact, incident, communication, witness and Document pertaining, mentioning, referring, or relating, in whole or in part, to your allegation, in paragraph 7 of your Answer to the Complaint, that Mr. Hughes was not the owner of Williams Grove. ANSWER: 16. Identify each and every fact, incident, communication, witness and Document pertaining, mentioning, referring, or relating, in whole or in part, to your allegation, in paragraph 9 of your Answer to the Complaint, that the Contract is a Codocil to Mr. Hughes' Will. ANSWER: Exhibit C Defendant reserves the right to supplement this answer as their investigation is ongoing. 10) Defendant's investigation is ongoing and has yet to identify any admission of of any parties to be utilized at trial; defendant reserves the right to supplement this answer 11) See attached 12) Payroll records, defendant reserves the right to supplement this answer 13) To be provided; defendant reserves the right to supplement this answer 14) Mr. Hughes, at the very least, was the owner of stock in M.H. Inc. which held stock in Williams Grove, Inc. Mr. Hughes was also manager from 2004-2008 15. Williams Grove, Inc. was owned by a Pennsylvania corporation known as Morgan Hughes, Inc. 16. The document speaks for itself 17. _To be provided, defendant's investigation is ongoing; defendant reserves the right to supplement this answer 18. See answer to Interrogatory #17. 19. See answer to Interrogatory #17. 20. To be provided; defendant reserves the right to supplement this answer. Furthermore, defendant believes that Mr. Hughes was an employee from 2004-2008 21. Management 22. Manager 23. None 24. Plaintiff is in possession of all documents related to her claims in the complaint. Furthermore, see attached; defendant reserves the right to supplement this answer. Exhibit D :lNC0YtPCRATED.i7NDER -.ThE LAWS:pr TI4E COMMONWEALTH Or PENNSYLVANIA Authorized Shared° 10,o0'o Par Value $10 Per Share: TEN TkousAND ,IJA.Ms GROVE, 1iC. z o r -derio7,1, : /'t i .Wet/9 e .Cerra ',,, j# -j / ,�J �//J� J 1y (- '�YUUiG' G� /i�1+vI W��G�C +' %!/�[.41f�.C.Wjv�7iG!6%J V�J K /�`< d�/ 'TWEE1f =+yIRs f F JA SEC'`REYARYY ;114.3'-'1" ��i '2!ILilk+��`Ht p Exhibit E 1 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 9 Sarah Loh disease, not the glaucoma? A The histo? Q Yeah. A At Williams Grove Park. Q It's work related? A Yes. Q How old are you, ma'am? A Fifty -five. Q When did you first start working at Williams Grove, Inc.? A Approximately in 1976. Q In what capacity? A I started as receptionist. Q Was that in an office area? A In the park office, yes. Q At some point did you switch jobs? A What do you mean? I'm not understanding that. Q When you left, were you a receptionist? A When I left the company? Q Yes. A No. I was sales director. Q Okay. So at some point, you must have left the position of receptionist and moved Love Court Reporting, Inc. 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 10 Sarah Loh to another position? A No. Basically, I star ed as a receptionist, moved to sales of the picnics business picnics in the park. And from there, was given the sales from the speedway. I never left anyway. Q Okay. But you left the position of receptionist and moved to another position? A Moved up, yes. Q My question. That was my. question. A I'm sorry. Q How long were you a receptionist? A Two and a half, three years maximum. Q In 1978, you were in some other position? A Sales. Q Sales of? A The picnics. Q That would be people wanted to have a picnic at the park you would A Correct. Q -- accommodate them in some way? A I was soliciting businesses to have picnics at the amusement park. Q Then you moved from picnic sales to Love Court Reporting, Inc. 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 23 Sarah Loh When did you first have a discussion with Mr. Hughes which was the subject of what was later memorialized here in Hughes 2? A I don't remember the date. Like I said, I had come back from an appointment at Hershey Medical Center. He was in his office, and I went back into the park office. And then he called me into his office and asked me how it went. And I said the same as it always went, you know. And he basically said, Well, I just want you to know that I have taken care of you with the company and that I have made a document with an agreement between Williams Grove, Inc., and yourself. Q And when was that? A I don't know the exact date. Q But it was before 2002 or 2 excuse me 2003? A I don't recall the exact date. sorry. did. Q And what did you say to Mr. Hughes? A I said, Thank you. Q Thank you for what? A Thank you for doing whatever you Love Court Reporting, Inc. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 24 Sarah Loh Q You didn't know what it was? A No, I had no idea. Q Was that the extent of the conversation? A Well, I think the next conversation he had with myself and my son and my daughter and just said that he had made something with the company that would take care of me and they didn't have to worry. Q And this was in the presence of your son and daughter? A Yes. Q What are their names? A Michelle and Justin. Q And do you know when that conversation took place? That would be Justin, Michelle, Morgan Hughes, and yourself. Right? A It was in Mr. Hughes' office. The date I don't remember. Q Was it after this first conversation when you returned from the medical center? A Yes, it was after. Q How long after? A I don't recall the exact time frame. I'm sorry. Love Court Reporting, Inc. Page 25 Sarah Loh Q And what did Mr. Hughes say? A He just basically said to them that he had taken care of me as far as making an agreement with Williams Grove and myself. He didn't say what was in it, what he did, nothing. Q And what did you say, if anything, in that conversation? A Thank you. Q You still didn't know what you were thanking him for, but you said thank you? A Right. Q Did you have another conversation after that second conversation in which your children were present? A Not that I recall, no. Q No other conversations with Mr. Hughes about this taking care of you issue? A The only conversation that we had was he told me he was going to put that in the safety deposit box. Q The what? A The letter or the agreement or whatever he called it. Q What safe deposit box? A He had a safety deposit box with me. Love Court Reporting, Inc. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 26 Sarah Loh Q A joint safe deposit box? A Um-hum.. COURT REPORTER: Is that a yes? THE WITNESS: Yes, BY MR. DEVIRGILIS: At what bank? A PNC. Q At what location? A Dillsburg. Q Do you still have that safe deposit box? A No. Q Did you close it? A No. Q Did Mr. Hughes close it? A No, not that I know of. I don't know who closed it. I have no clue. Q You had a key for that safe deposit box? A HYes- Q But it was a joint safe deposit box? A Yes. Q Did you enter that safe deposit box at any time? A No. Oh, with him, not by myself, Love Court Reporting, Inc. 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 29 Sarah Loh A Yes. Q That was that conversation? A Right. Q Nothing more? A No, not that I can remember. Q Then there was a third excuse me -- a second conversation that you've described A Um-hum. Q that was in the presence of Justin, Michelle, Mr. Hughes, and yourself? A Right. Q And in that conversation -- and I'll paraphrase what I believe your testimony was; and correct me if I'm wrong. Your testimony was that in that conversation, Mr. Hughes said essentially the same thing, I'm going to take care of you, and he added, You won't have to worry? A I think I said that he had given me an agreement of sorts with Williams Grove, if I'm correct. Q He gave you an agreement? A He was giving me an agreement. Q He was giving you an agreement? A Right. And that he had said to the Love Court Reporting, Inc. 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 31 Sarah Loh A He just said, I've taken care of you. There's an agreement between you and Williams Grove, Inc. That was the extent of the conversation. Q But you didn't know what the terms of that agreement was? A No. Q Did you ask him? A No. Q Okay. And then there was a third conversation? A Um -hum. Q And this is where the issue of this bank safe deposit box came up. Is that correct? A Correct. Q You don't know when this conversation took place? A We -- I went with him many times. And he just said, I'm going to put this in the envelope in the safe deposit box. Q Put what? A There was an envelope that he had. I don't know what was in the envelope. He just said, I have an envelope here, and I'm putting i Love Court Reporting, Inc. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 32 Sarah Loh in the safety deposit box. And that was what it was. Q What was? A That's all I know. Q Oh, so you never saw what was in the envelope? A No. Q You never saw -- or he never said what was in the envelope? A No. Q Did he ever say, This is what we were talking about, this is that agreement I mentioned? Did he describe it in any way? A He just there was just personal he had an envelope that had my name on it and my Social Security number. And he said that those are yours. It's in there, and that was the extent of it. Q And you didn't ask what it was? A No, I didn't. Q Did you say thank you? A Not at that time. 1 did when he initially told me what it was, yes. Q Okay. And when he told you in the previous two conversations, the one with the Love Court Reporting, Inc. 1 3 4 5 6 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 34 Sarah Loh himself? A Sometimes. And if I did go in, I stood at the door. Q Now, this Hughes 2, this document, how did you come in possession of this? A After his death. Q Okay. That's when you came in possession of it? A Correct. Q Now, how did you come in possession of it? A I went to the safety deposit box. Q That's the one time that you went to the safe deposit box alone? A Yes. Q And that's when you retrieved this? A I retrieved everything that Ingrid Hughes asked me to retrieve and my envelope -- Q Okay. A -- and gave her everything except what was personally mine. Q Which was this? A It was in an envelope marked with my name and Social Security number on it. Q Do you have that envelope? Love Court Reporting, Inc.. Exhibit F WILLIAMS GROVE INC. The Billboard Business at Williams Grove Speedway was built to it's present good status by Sarah Loh. Social Security Number 023 -46 -9420, Over the past ten years and for this loyal and excellent service she is entitled to get total ownership after my "passing" on to the next life. Should I Still be alive when Sarah Loh decides to retire or becomes incapacitated ant! nnab!e to work at the Williams Grove Speedway, she immediately becomes an equal partner and should Sarah decide to work the billboard business from her home, she has the right to do so. Should Sarah Loh for whatever reason decide not to work or be unable to work, she has the Right to have a person work the Billboard business for her in whatever form she may so decide. The whole object of this letter of commitment is that Sarah Loh inherits the billboard business complete without any Liens and encumbrances on my death signed by me 'and notarized on this Twenty First day of August Two Thousand and Three. Signed b Morgan ghes President. 7 4-A:, 2 J fc,L7y - ibit G UL I — 11 —uuts 1-Ku "I: WILLIH"15 cah;'UVh 5P2hU 1 (1 (('25 (c'16 September 30, 2008 VIA FcceeK Kathleen Hughes /o? i .eic/onA,5' /.eee/ Philadelphia, PA 141 V? rU : 121583965,.1 Kathy: I was very surprised and disappointed with your behavior during the meeting on Sunday. I did not appreciate being told that you were "going to lay me off' after all of my years of service, although you later said that this would be "rehashed" after you had a chance to talk with Justin. Given this, and my health situation (my on -going eye condition, and the histoplasmosis I acquired while working in the Amusement Park), I have decided not to work for the company, and that I do not want anything "rehashed." Related to this, there is another item I wanted to bring to your attention, In August of 2003, your father asked me to come to his office, because he had a letter he wanted to give me. He showed me the letter (which John Richardson notarized), and told me to put it in a safe deposit box until he died, or I retired. I retrieved the Letter after his death, and am enclosing a copy. As you will see, the letter relates to the billboard business, and gives me an ownership interest in that portion of the business. I have copied the attorney for your father's estate, so he is aware of the situation. Sincerely, arah A. Loh Enclosure (copy of August 22, 2003 letter) 'hn /1c 1/'R i its cc: `� Esquire (w/ enclosure) P.2 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing has been duly served upon the following, by depositing a copy of the same in the United States Mail, first-class, postage prepaid, at Harrisburg, Pennsylvania, as follows: Date: February 14, 2014 John De Virigilis Bezark, Lerner & De Virgilis, P.C. 1600 Market Street, Suite 1610 Philadelphia, Pennsylvania 19103 C -,4-L- THE PROTHONOTARY Z1.1.1ti 1NAR 14 PM It: 16 CUMBERLAND COUNTY PENNSYLVANIA Bret Keisling (PA 201352) Daniel C. Bardo (PA 317102) THE KEISLING LAW OFFICES, P.C. 17 South Second Street, Suite 301 Harrisburg, Pennsylvania 17101 Ph. 717.303.3446 Fax 717.801.1786 Bret@KeislingLaw.com Bardo@KeislingLaw.com IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SARAH LOH, v. WILLIAMS GROVE, INC. Plaintiff, Defendant. NO.: 09 -3511 CIVIL ACTION — LAW PRAECIPE FOR LISTING CASE FOR ARGUMENT TO THE PROTHONOTARY: Kindly list the above - captioned matter for the next Argument Court. 1. Plaintiff, Mary Calvert ( "Ms. Calvert ") intends to present her Motion for Summary Judgment. 2. Arguing for Ms. Calvert will be Bret Keisling, Keisling Law Offices, P.C., 17 South Second Street, Suite 301, Harrisburg, Pennsylvania. 3. Defendant is presently represented by John De Virgilis, Bezark, Lerner & De Virgilis, P.C., 1600 Market Street, Suite 1610, Philadelphia, Pennsylvania 19103. 4. Ms. Loh, by and through her attorneys, will notify all parties in writing within two days that this case has been listed for argument. 5. The next argument court date is April 4, 2014. Respectfully submitted, Keisling Law Offices, P.C. Dated: February 14, 2014 sling iel C. Bare o (PA 317102) HE KEISLING LAW OFFICES, P.C. 17 South Second Street, Suite 301 Harrisburg, Pennsylvania 17101 Ph. 717.303.3446 Fax 717.801.1786 Bret @KeislingLaw.com Bardo @KeislingLaw.com Attorneys for Plaintiff CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing has been duly served upon the following, by depositing a copy of the same in the United States Mail, first- class, postage prepaid, at Harrisburg, Pennsylvania, as follows: Date: February 14, 2014 John De Virigilis Bezark, Lerner & De Virgilis, P.C. 1600 Market Street, Suite 1610 Philadelphia, Pennsylvania 19103 BEZARK, LERNER & DeVIRGILIS BY: JOHN DeVIRGILIS, Esq. Attorney for Defendant IDENTIFICATION NO.: 24998 Williams Grove, Inc. 1600 MARKET STREET, SUITE 1610 PHILADELPHIA, PA 19103 (215) 735-5731 Sarah Loh : Court of Common Pleas : Cumberland County, Pennsylvania v. Williams Grove, Inc. : No: 09-3511 Civil Term DEFENDANT, WILLIAMS GROVE, INC.'S RESPONSE TO PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT Defendant,Williams Grove,Inc.,by and through its counsel,John DeVirgilis,Esquire and Bezark,Lerner&DeVirgilis,P.C.responds to Plaintiff's Motion for Summary Judgment as follows: 1. Admitted. f = 2. Admitted. 2^ 3. Admitted. c 4. Admitted. -' - 5. Admitted. 6. Admitted in part, denied in part. Said averment is admitted in that Plaintiff's Complaint and Defendant's Answers speak for themselves. Said averment is denied in that Kathleen Hughes more specifically testified that "Williams Grove, Inc., is the speedway." 7. Admitted in part, denied in part. It is admitted that Morgan Hughes, Inc. owned and controlled Defendant, Williams Grove, Inc. The characterization that Morgan C. Hughes had "absolute control" is denied, and conclusion of law to which no responsive is required. 8. Admitted in part, denied in part. It is admitted that Plaintiff, Sarah Loh worked for Defendant from 1976 through 2008. It is denied that Plaintiff retired in 2008 as Ms. Hughes testified that she believed Plaintiff quit her employment. The relevant pages of Mr. Hughes' deposition testimony is attached hereto and marked as Exhibit "A", pp. 53-54. 9. Admitted. 10. Admitted in part, denied in part. It is admitted that Plaintiff, Sarah Loh was a sales director for Defendant at the time she stopped working. It is denied that Plaintiff retired as contrary Ms. Hughes' deposition testimony attached as Exhibit "A", pp. 53-54. 11. Admitted in part, denied in part. The document speaks for itself as Plaintiff has never produced an original of this document the Defendant is unsure of its authenticity. 12. Denied. Defendant denies that Mr. Hughes agreed to give her any- thing. Plaintiff's deposition testimony establishes that she understood an envelope with her name indicated on it was placed in a safe deposit box, but she had no idea what was enclosed in the envelope or any idea how that envelope would benefit her. Copies of the relevant deposition testimony of Plaintiff are attached hereto and marked as Exhibit "B", pp. 23-24 and pp. 30-31. Furthermore, Plaintiff did receive a bequeath of$250,000.00 under the terms of the decedent's Will. See Exhibit "C". 13. Denied. It is specifically denied that Mr. Hughes referred to a legal I contract as Plaintiff had no idea of the terms of any agreement. See Exhibit "B". A copy of Mr. Hughes' August 2003 letter is attached hereto and marked as Exhibit "D". 14. Admitted in that the deposition testimony of Plaintiff speaks for itself. 15. Admitted in that the deposition testimony of Plaintiff speaks for itself. 16. Admitted. 17. Admitted. 18. Denied. It is Defendant's belief that Plaintiff quit her employment with Defendant. See Exhibit "A". 19. Admitted. 20. Admitted. 21. Denied. The averment contained in paragraph 21 are conclusions of law to which no response is required. 22. Denied. The averment contained in paragraph 22 are conclusion of law to which no response is required. 23. Denied. The averment contained in paragraph 23 are conclusions of law to which no response is required. 24. Denied. The averment contained in paragraph 24 are conclusions of law to which no response is required. 25. Denied. The averment contained in paragraph 25 are conclusions of law to which no response is required. r 26. Denied. The averment contained in paragraph 26 are conclusions of law to which no response is required. 27. Denied. The averment contained in paragraph 27 are conclusions of law to which no response is required. 28. Denied. The terms of the purported contract specifies other conditions. 29. Denied. The averment contained in paragraph 29 are conclusions of law to which no response is required. 30. Denied. According to Ms. Hughes, Plaintiff quit her employment. See Exhibit "A". 31. Denied. Plaintiff's use of the term contract is a conclusion of law to which no response is required. 32. Denied. Plaintiff's use of the term contract constitutes a conclusion of law to which no response is required. By way of further denial, the right of full owner- ship vesting upon Mr. Hughes' death is a provision contrary to the Last Will and Testament of Morgan Hughes. A copy of the Last Will and Testament of Morgan Hughes is attached hereto and marked as Exhibit "C". 33. Denied. The averment contained in paragraph 33 are conclusions of law to which no response is required. By way of further denial, the purported August 2003 letter of Morgan C. Hughes was neither binding nor enforceable, and was superceded by his Last Will and Testament in any event. 1 34. Denied. The averment contained in paragraph 34 are conclusions of law to which no response is required. 35. Denied. Plaintiff has not suffered economic loss, nor has she been denied ownership, income and/or opportunity from billboard business to which she had no right to receive. By way of further denial, Plaintiff gained when she inherited $250,000.00 from Mr. Hughes' estate. See Exhibit "C". 36. Denied. The averments contained in paragraph 36 are conclusions of law to which no response is required. 37. Admitted. 38. Denied. Plaintiff's representation that she "built the company" is denied and remains a triable issue of fact. 39. Denied. The record is devoid of any evidence that Mr. Morgan Hughes "would provide for Plaintiff." In fact, Plaintiff had no idea what Mr. Hughes planned for her. See Exhibit "B". 40. Admitted in part, denied in part. It is admitted that Ms. Loh continued to work for Defendant after Mr. Hughes' death. It is specifically denied that she continued to work for Defendant with the understanding that she would receive an additional benefit to her employment. In fact, Plaintiff had no idea what Mr. Hughes had planned for her. See Exhibit "B". 41. Denied. The averment contained in paragraph 41 are conclusions of law to which no response is required. WHEREFORE, Defendant, Williams Grove, Inc. respectfully requests that this Honorable Court deny Plaintiff's Motion for Summary Judgment. Respectful) submitted, n DeVirgilis, Esquire 1600 Market Street, Suite 1610 Philadelphia, PA 19103 ID# 24998 (215) 735-5731 VERIFICATION I, JOHN DEVIRGILIS, ESQUIRE, hereby states that he is counsel for defendant in this action and verifies that the statements made in the foregoing pleading are true and correct to the best of his knowledge, information and belief. The undersigned understands that the statements therein are made subject to the penalties of 18 Pa.C.S.A. 4904 relating to unsworn falsification to authorities. DEVIRGILIS, E • DATED: 3/26/14 BEZARK, LERNER & DeVIRGILIS BY: JOHN DeVIRGILIS, Esq. Attorney for Defendant IDENTIFICATION NO.: 24998 Williams Grove, Inc. 1600 MARKET STREET, SUITE 1610 PHILADELPHIA, PA 19103 (215) 735-5731 Sarah Loh : Court of Common Pleas : Cumberland County, Pennsylvania v. Williams Grove, Inc. : No: 09-3511 Civil Term DEFENDANT, WILLIAMS GROVE, INC.'S BRIEF IN OPPOSITION TO PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT I. INTRODUCTION AND STATEMENT OF FACTS: The instant action is a claim by Plaintiff, Sarah Loh, against Defendant, Williams Grove, Inc. for breach of contract and unjust enrichment. Plaintiff, Sarah Loh, was employed by Defendant, Williams Grove, Inc. from 1976 through October of 2008, starting as a receptionist and ending as a salesperson for Defendant's speedway. Defendant, Williams Grove, Inc. was owned by Morgan Hughes, Inc., which was owned and controlled by Mr. Morgan Hughes. Mr. Hughes died on April 18, 2008. (See Exhibit "C"). Upon Mr. Hughes' death Defendant was owned and controlled by Mr. Hughes' appointed co-Executrices and beneficiaries, Kathleen Roseanna Hughes and Ingrid Hughes. (See Exhibit "C"). Plaintiff continued to work as a salesperson from the date of Mr. Hughes' death until October of 2008. There appears to be disagreement between the parties as to why Plaintiff left the employ of Defendant. Ms. Kathleen Hughes testified that Plaintiff quit her position (Exhibit "A" pp. 53-54). Plaintiff testified that she stopped working as a result of health problems. (Exhibit "B" pp. 8-9). Nevertheless, Plaintiff did stop working. 7 On September 30, 2008, Plaintiff forwarded to Ms. Hughes a copy of a letter purportedly signed by Mr. Morgan Hughes in August of 2003, which stated that he wished to give Plaintiff an interest in the "billboard business" upon his death. (See Exhibit "D"). The letter specifically states that he intended Plaintiff to inherit the billboard business. (See Exhibit "D"). Plaintiff testified that Mr. Hughes placed this August 2003 letter in an envelope bearing her name and social security number in a safe deposit box jointly held by Mr. Hughes and her. (Exhibit"D"p. 33). Critically, Mr. Hughes executed a Last Will and Testament executed on October 11, 2007, revoking any and all prior Wills and codicils. (See Exhibit "C"). Plaintiff received a specific bequest of under that Will, as did members of Plaintiff's family. (See Exhibit "C"). Plaintiff received the sum of$250,000.00. Under Mr. Hughes' Last Will and Testament, no mention was made of a bequest to Plaintiff of the billboard business. II. STATEMENT OF QUESTION INVOLVED: Has Plaintiff demonstrated as a matter of law that she is entitled to Defendant's "billboard business"based on the letter of August 2003 of Mr. Morgan Hughes where reconsideration existed, and Mr. Morgan subsequently executed a Last Will and Testament revoking all prior Wills and Codicils? Suggested answer: No. II. LAW AND ARGUMENT: A. Standard of Review: A motion for summary judgment may be granted "if after the completion of discovery relevant to the motion, including the production of expert reports, an adverse party who will bear the burden of proof at trial has failed evidence of facts essential to the cause of action of defense which in a jury trial would require the issue to be submitted to a jury." Pa.R.C.P. 1035.2. The record must show that there is no genuine issue to any material fact, Zoerfoss v. Frattaroli, 435 Pa. Super. 565, 646 A.2d 1238 (1994), entitling the movant to a judgment as a matter of law. Today's Exp., Inc. v. Barkan, 426 Pa. Super. 48, 626 A.2d 187, appeal denied 535 Pa. 676, 636 A.2d 635 (1993). See Ducjai v. Dennis, 540 Pa. 103, 656 A.2d 102 (1995). The record is examined in a light most favorable to the non-moving party,Nationwide Mutual Insurance Company v. Nixon, 53 Pa. Super. 70, 683 A.2d 1310 (1996)alloc. denied 548 Pa. 613, 693 A.2d 589 (1997); Weiss v. Keystone Mack Sales, Inc., 310 Pa. Super. 425, 456 A.2d 1009, 1011 (1983). A motion for summary judgment may be granted only when there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Bronson v. Horn, 830 A.2d 1092 (Pa.Cmwlth.2003), affirmed, 577 Pa. 653, 848 A.2d 917 (2004), cert. denied, 543 U.S. 944, 125 S.Ct. 369, 160 L.Ed.2d 257 (2004). The right to judgment must be clear and free from doubt. Id. In reviewing the granting of a motion for summary judgment, this Court must "view the record in the light most favorable to the non-moving party, and all doubts as to the existence of a genuine issue of material fact must be resolved against the moving party." Pappas v. Asbel, 564 Pa. 407, 418, 768 A.2d 1089, 1095 (2001), cert. denied, sub nom., U.S. Healthcare Systems of Pennsylvania, Inc., v. Pennsylvania Hospital Insurance Company, 536 U.S. 938, 122 S.Ct. 2618, 153 L.Ed.2d 802 (2002). B. Plaintiff Has Failed to Establish that Consideration Existed In The Promise by Mr. Hughes A contract is formed when the parties to it 1) reach a mutual understanding, 2) exchange consideration, and 3) delineate the terms of their bargain with sufficient clarity. Weaverton Tramp. Leasing, Inc. v. Moran, 834 A.2d 1169, 1172 (Pa.Super.2003). For an enforceable contract to exist, the parties must have a 'meeting of the minds' as demonstrated by the offer and acceptance." Id. at 1172 citing Mountain Props. v. Tyler Hill Realty Corp., 767 A.2d 1096, 1101 (Pa.Super.2001). A "meeting of the minds" is crucial to the enforceability of a contract so as to ensure there is mutual assent. Accu-Weather, Inc. v. Thomas Broadcasting Co., 425 Pa.Super. 335, 625 A.2d 75 (1993). "It is equally well-established that an offer may be accepted by conduct and what the parties d[o] pursuant to th[e] offer' is germane to show whether the offer is accepted. Id. at 78 citing Gum, Inc. v. Felton, 341 Pa. 96, 17 A.2d 386, 389 (1941). "Consideration must actually be bargained for as the exchange for the promise." Stelmack v. Glen Alden Coal Co., 339 Pa. 410, 414, 14 A.2d 127, 129 (1940). In Pennsy Supply Company v. American Ash Recycling Corp., 895 A.2d 595 (Pa. Super. 2006), the Court discussed the distinction between a gift and a contract. Quoting Weavertown, supra., the Court explained: It is not enough, however, that the promisee has suffered a legal detriment at the request of the promisor. The detriment incurred must be the `quid pro quo', or the `price' of the promise, and the inducement for which it was made.... If the promisor merely intends to make a gift to the promisee upon the performance of a condition, the promise is gratuitous and the satisfaction of the condition is not consideration for a contract. The distinction between such a conditional gift and a contract is well illustrated in Williston on Contracts, Rev.Ed., Vol. 1, Section 112, where it is said: `If a benevolent man says to a tramp,-`If you go around the corner to the clothing shop there, you may purchase an overcoat on my credit,' no reasonable person would understand that the short walk was requested as the consideration for the promise, but that in the event of the tramp going to the shop the promisor would make him a gift.' Pennsy Supply, 895 A.2d 600-601, quoting Weavertown, 834 A.2d at 1172 and Stelmack, 339 Pa. at 414, 14 A.2d at 128-29. The law in this Commonwealth is illustrated in Vitow v. Robinson, 823 A.2d 973 (Pa. Super. 2003), which is instructive in the case at bar. In Vitow, a former employee and his employer entered into a severance agreement, whereby the plaintiff would be entitled to salary and health benefits for one year should the plaintiff leave his employment for any reason. This agreement was signed by the principals for the defendant. The plaintiff was also aware the agreement. When the plaintiff instituted an action against his former employer for breach of the severance agreement, the Court found that no consideration existed. The Court found that the defendant did not seek any performance from the plaintiff, and the defendant not receive any benefit. Id. at 977. The plaintiff admitted that he did not perform any additional duties or give anything in return for the promise. Id. Likewise, in the case at bar there is admittedly no consideration for Mr. Hughes' promise to allow Plaintiff to inherit the billboard business. There was no quid pro quo. There was no bargain. Plaintiff continued to work for Defendant under the same terms she always did. Plaintiff gave up nothing to obtain the billboard business, and Defendant received no benefit. In fact, the record is clear that Plaintiff did not know that a promise existed until five (5) years after the promise was made. She was told Mr. Hughes had something for her, but she had no idea what it was. (See Exhibit "B", pp. 23-24). She claims Mr. Hughes told her he had an agreement for her, but she did know the terms of the agreement. See Exhibit "B," pp. 30-31. Despite Plaintiff's claims, Mr. Hughes promise was not enforceable under 33 P.S. §6, as this is not a surety contract. Further, the promise purportedly made by Mr. Hughes was not a retirement benefit or pension, nor was it a vested right. Simply put, the letter by Mr. Hughes was a gift for which no consideration existed. Accordingly, Defendant has demonstrated that Plaintiff is not entitled to a judgment as a matter of law as to whether a contract existed. B. Assuming Arguendo that Mr. Hughes' Promise was binding, it was Superseded by his Last Will and Testament The form of a writing is immaterial so long as the substance is testamentary in nature. In re Megary's Estate, 206 Pa. 260, 265, 55 A. 963, 965 (1903). "A gift or bequest after death is of the very essence of a will, and determines a writing, whatever its form, to be testamentary. In re Estate of Shelly. 950 A.2d 1021, 2015 (Pa. Super. 2008) quoting In re Megary's Estate, at 265, 55 A. at 965. The language of the document executed on August 22, 2003 purporting to give Plaintiff the "billboard business" states as follows: The whole object of this letter of commitment is that Sarah Loh inherits the billboard business complete without any Liens and encumbrances on my death signed by me and notarized on the Twenty First day of August Two Thousand Three. (See Exhibit "D"). The plain language of the subject writing clearly indicates that it is testamentary in nature. Mr. Hughes specifically stated that Plaintiff would inherit the billboard business on his death." However, Mr. Hughes executed a Last Will and Testament on October 11, 2007, four years after the subject testamentary document, which begins: "I, Morgan C. Hughes, a resident of Dillsburg, County of York, Commonwealth of Pennsylvania, being of sound and disposing mind, memory and understanding, do make, publish, and declare this, my Last Will and Testament,hereby revoking any and all Wills and Codicils heretofore made by me." (See Exhibit"C"). Therefore, it is clear that the decedent's October 11, 2007 Last Will and Testament superseded any prior attempt to dispose of his assets. See 20 Pa.C.S.A. Section 2505. In addition, it is clear that the decedent intended that Plaintiff share in his Estate, as she inherited $250,000.00 under the same Last Will and Testament. (See Exhibit"C", Second). Accordingly, Plaintiff is attempting to obtain additional assets from Mr. Hughes' estate for which she is not entitled. She received $250,000.00 in accordance with the decedent's Last Will and Testament of October 11, 2007, yet at the same time is arguing that the same Will is invalid. Plaintiff's argument is contradictory and has no basis in law or fact. C. Defendant is not liable to Plaintiff Under Unjust Enrichment "Unjust enrichment" is essentially an equitable doctrine. The elements of unjust enrichment are "benefits conferred on defendant by plaintiff, appreciation of such benefits by defendant, and acceptance and retention of such benefits under such circumstances that it would be inequitable for defendant to retain the benefit without payment of value." Wolf v. Wolf, 356 Pa.Super. 365, 514 A.2d 901 (1986), overruled on other grounds, Van Buskirk v. Van Buskirk, 527 Pa. 218, 590 A.2d 4 (1991); see also Burgettstown-Smith Township Joint Sewage Authority v. Langeloth Townsite Co., 403 Pa.Super. 84, 588 A.2d 43 (1991). Whether the doctrine applies depends on the unique factual circumstances of each case. In determining if the doctrine applies, we focus not on the intention of the parties, but rather on whether the defendant has been unjustly enriched. State Farm Mutual Automobile Insur. Co. v. Jim Bowe & Sons, Inc., 372 Pa.Super. 186, 539 A.2d 391, 393 (1988) (citing Myers-Macomber Engineers v. M.L.W. Constr. Corp. and HNC Mortgage and Realty Investors, 271 Pa.Super. 484, 414 A.2d 357 (1979); Gee v. Eberle, 279 Pa.Super. 101, 420 A.2d 1050 (1980)). Moreover, the most significant element of the doctrine is whether the enrichment of the defendant is unjust. The doctrine does not apply simply because the defendant may have benefited as a result of the actions of the plaintiff. Meehan v. Cheltenham Township, 410 Pa. 446, 189 A.2d 593 (1963) (where two parties enter into contract which ultimately benefits third party and one contracting party fails to perform, in absence of misleading by third party there is no right to restitution against third party to remedy contracting party's breach; although third party is enriched, enrichment not deemed unjust); see also D.A. Hill Co. v. Clevetrust Realty, 524 Pa. 425, 573 A.2d 1005 (1990) (same). Schneck v. K.E. David, Ltd., 446 Pa. Super. 94, 666 A.2d 327 (1995). The evidence in the case at bar fails to establish that Defendant was unjustly enriched. Plaintiff worked for Defendant from 1976 through 2008, see Exhibit "A," pp. 10-12. Plaintiff did not receive an ownership in the "billboard business" while she worked, and there is no evidence to suggest that it was unjust for her to not receive it upon her retirement. However, Plaintiff did receive a $250,000 inheritance from Mr. Hughes' Estate. (See Exhibit "C," which Plaintiff has not argued was unjust). D. Discovery is not Complete With Regard to Whether Mr. Hughes in Fact Executed the Letter of August 22,2003 It is also crucial to note that discovery is not complete regarding the existence of the letter of August 22, 2003. The Explanatory Comment to Rule 1035.2 of the Pennsylvania Rules of Civil Procedure states: The purpose of the rule is to eliminate cases prior to trial where a party cannot make out a claim or a defense after relevant discovery has been complete; the intent is not to eliminate meritorious claims prematurely before relevant discovery has been completed. (emphasis added). The Explanatory Comment goes on to read: The timing of the motion is important. Under Rule 1035.2(1), the motion is brought when there is 'no genuine issue of any material fact . . . which could be established by additional discovery . . . ' Under Rule 1035.2(2), the motion is brought 'after the completion of discovery relevant to the motion.' A mere cursory look at the signature on the August 22, 2003 letter(Exhibit"C") differs significantly from the signatures reflected on both the stock certificate attached to Plaintiffs Motion as Exhibit"D" and the Last Will and Testament (Exhibit"D.") Moreover, it is important to understand the circumstances surrounding the disclosure of Mr. Hughes' August 22, 2003 letter. (Exhibit"C."). Plaintiff, Sarah Loh, testified that she had three conversations with Mr. Hughes prior to his death about this letter. Exhibit"'B,"pp. 22-31. The first and third conversations were between just Plaintiff and Mr. Hughes, and the second conversation was witnessed by Plaintiffs children, Justin and Michelle. Exhibit"'B,"p. 29. After the three conversations, Plaintiff believed there was an agreement between Mr. Hughes and her, but she did not know the terms. Exhibit"'B," pp. 29-30. After the third conversation, witnessed by no one, Plaintiff testified that Mr. Hughes told her he placed an envelope in a jointly owned safe- deposit box. Exhibit"'B,"p. 31. Plaintiff never knew what was in the envelope,nor did she ask Mr. Hughes what was in the envelope. Exhibit"'B," pp. 31-33. Plaintiff first testified that she came into possession of the subject letter when she went to the safe deposit box alone at the request of Ingrid Hughes (the decedent's wife) after Mr. Hughes' death. Exhibit"'B,"pp. 34. Plaintiff then testified that she went to the safe deposit box right before Mr. Hughes' death,and returned to Mrs. Hughes with the contents of the safe deposit box except for the envelope addressed to her. Exhibit"'B,"p 36. Plaintiff has not shown Defendant the original envelope or letter in the course of discovery. Exhibit"'B,"pp. 34-35. In light of the differing signatures of the various documents, it is clear that Plaintiff is entitled to additional discovery. Initially, the notary who witnessed Mr. Hughes' signature in August 2003 must be deposed. Further, records from the bank indicating who accessed the jointly held safe deposit box are necessary. Lastly, Defendant is entitled to depose Plaintiff's children who witnessed the second conversation regarding Mr. Hughes' intention to "take care" of Plaintiff. Accordingly, there are issues which can only be solved through additional discovery, and Plaintiff's Motion for Summary Judgment should therefore be denied. III. CONCLUSION: For all of the reasons above, Defendant's Motion for Summary Judgment should be denied. BEZARK, LERNER _R 'GILIS, P.C. By: J.• n DeVirgili., Esqu' 1600 Market - - , Suite • i • la, PA • 1 ID# 24998 (215) 735-5731 BEZARK, LERNER & DeVIRGILIS BY: JOHN DeVIRGILIS, Esq. Attorney for Defendant IDENTIFICATION NO.• 24998 Williams Grove, Inc. 1600 MARKET STREET, SUITE 1610 PHILADELPHIA, PA 19103 (215) 735-5731 Sarah Loh : Court of Common Pleas : Cumberland County, Pennsylvania v. Williams Grove, Inc. • No: 09-3511 Civil Term CERTIFICATION OF SERVICE I, John DeVirgilis, Esquire, do hereby certify that this 26th day of March 2014, a true and correct copy of the foregoing pleading was forwarded by U.S. First Class Mail, postage prepaid, to the address as follows: Bret Keisling, Esquire Daniel C. Bardo, Esquire 17 South 2nd Street, Suite 301 Harrisburg, PA 17101 Attorney(s) for Plaintiff • JOHN DEVIRGI Atto : P efend. • EXHIBIT "A rt S58 *81 tl 1 COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA 2 SARAH LOH, 3 Plaintiff , : NO . 09-3511 CIVIL TERM 4 -vs- : CIVIL ACTION - LAW 5 WILLIAMS GROVE, INC . , Defendant . 6 - - - 7 Tuesday, September 28 , 2010 8 - - - 9 Oral deposition of KATHLEEN HUGHES , held at 10 the law offices of MCNEES , WALLACE & NURICK, LLC, 100 11 Pine Street , Harrisburg, Pennsylvania, commencing at 12 10 : 34 a . m". , on the above date, before Denise L . Travis, 13 RPR and Notary Public in the Commonwealth of 14 Pennsylvania . 15 16 17 - - - 18 19 20 21 22 23 LOVE COURT REPORTING, INC . 1500 Market Street 24 12th Floor, East Tower Philadelphia, Pennsylvania 19102 25 (215 ) 568-5599 Kathleen Hughes Page 50 Page 52 1 Inc.,or as the boss of Williams Grove,Inc.? 1 Q Ms.Hughes,do you recognize the 2 A I talked to Michelle and Justin 2 document that's been marked as Hughes 1? 3 about it. 3 A Yes. 4 Q Okay. And your expectation was that 4 Q Is this a letter that was sent by-- 5 they were not going to return? 5 by Sarah Loh to you on September 30th,2008? 6 A No. They were going to return,but 6 A To my home,yes. 7 that Sally wasn't. 7 Q Okay. Your home address is on 8 Q But Sally wasn't. So Justin and 8 there. You're at 1217 Latona Street in 9 Michelle were going to return but that Sarah and 9 Philadelphia? 10 Al,Al being Sally's husband-- 10 A At the time,yes. 11 A Well,they were just going to--I'm 11 Q At the time. And is this the 12 sorry. 12 letter--did this letter bring an end to Ms. 13 Q No. Go ahead. 13 Loh's employment with Williams Grove,Inc.? 14 A They were just going to run the 14 A According to her,yes. 15 winter stuff. 15 Q Ms.Hughes,in some discovery 16 Q Okay. Justin and Michelle were 16 responses that we received in this case,those 17 going to run the winter stuff? 17 responses state that this letter,that is Hughes 18 A (Witness nods head up and down.) 18 1,is either a release or evidence of a release 19 COURT REPORTER: I need a yes or no. 19 of Ms.Loh's claims in this case. Is that the 20 BY MR.DEANGELO: 20 company's position? 21 Q Let me ask the question again. Am I 21 A I'm trying to answer this correctly. 22 correct that Justin--your expectation was that 22 That was not all of it. 23 Justin and Michelle were going to continue in 23 Q Okay. Do I take--would it be 24 employment at Williams Grove and they,they being 24 correct for me to take from your answer that the 25 Justin and Michelle,were going to run what 25 company's position is not that this document is a Page 51 Page 53 1 needed to be done over the winter at Williams 1 release? 2 Grove? Is that right? 2 A Well,it wasn't what made me 3 A Yes. 3 100 percent sure that she wasn't coming back. 4 Q Okay. Your expectation was that 4 Q Okay. I think you're answering a 5 Sally Loh and her husband Al were going to go on 5 different question. But what made you 6 vacation and then were not--after that vacation 6 100 percent sure that Ms.Loh was not returning 7 were not going to return to Williams Grove,Inc. 7 to employment at Williams Grove,Inc.? 8 Is that correct? 8 A When we got to work on Tuesday,all 9 A Yes. 9 the files had been taken out of the office and 10 Q And would I be further correct that 10 possessions;and her daughter had not shown up 11 the decision of Williams Grove,Inc.,was that if 11 for work. And the keys to the car she used were 12 Sally Loh and Al didn't voluntarily leave 12 left on the seat. 13 employment that they were going to leave 13 Q Ms.Hughes,do you understand what a 14 employment by a decision from the company to lay 14 release is? First,let me back up for a moment. 15 them off or to fire them or something along those 15 You're not a lawyer. Right? 16 lines? 16 A No. 17 A To lay them off over the winter. 17 Q Okay. I'm not trying to be tricky 18 Q Okay. And they would have been 18 with lawyer-speak or lawyer terms. Do you have 19 welcome to return in the spring? 19 an understanding of what a release is? 20 A Yes. 20 A Do you mean she quit? 21 MR.DEANGELO: Mark this,please. 21 Q Well,that's--I'm not talking 22 (Hughes Exhibit 1,Letter,9/30/08, 22 about the employment situation. Let me see if I 23 Loh to Hughes,marked for 23 can rephrase this. I think you're talking about 24 Identification.) 24 one thing and I'm talking about another. 25 BY MR.DEANGELO: 25 Would I be correct to state that as Love Court Reporting,Inc. 14(Pages 50 to 53) lo a Kathleen Hughes Page 54 Page 56 1 far as you are concerned Ms.Loh resigned her 1 least for the last--at least for the last 2 position with Williams Grove,Inc.? 2 10 years there have been billboards in the 3 A I wouldn't say resigned. 3 speedway? 4 Q What would you say? 4 A I have no idea. 5 A She quit. 5 Q Were you ever involved with selling 6 Q Okay. And your position is based in 6 the billboard advertising? 7 part on this letter which is Hughes 1-- 7 A No. 8 A Yes. 8 Q Who did that? Was that Ms.Loh? 9 Q --and in part on what happened on 9 A Yes. 10 that Tuesday morning that you just described to 10 Q Anyone else? 11 us. Correct? 11 A Not to my knowledge. 12 A Yes. They were both on the same 12 Q What about since Ms.Loh's 13 date. 13 employment with Williams Grove,Inc.,ended,is 14 Q Got it. 14 someone else doing that now? 15 Ms.Hughes,you had talked before 15 A No. 16 that there was a time when Ms.Loh sold billboard 16 Q Are the billboards still there? 17 advertising at the speedway. Do you remember 17 A Yes. 18 that testimony? 18 Q Are they still being leased to 19 A Yes. 19 advertisers? 20 Q Am I correct that at the speedway 20 A Yes. 21 there are billboards that are leased,rented, 21 Q By the way,has the number--since 22 sold so that advertisers can put--or people who 22 Ms.Loh left,has the number of billboards 23 want to advertise can put their information up on 23 changed? 24 those boards. Is that right? 24 A Yes and no. 25 A Some are,yes. 25 Q What do you mean by that? Page 55 Page 57 1 Q Okay. And those billboards are 1 A Every year is different. 2 within the speedway so that the audience and 2 Q Maybe you put a billboard up,take a 3 others can see them? 3 billboard down? 4 A Yes. 4 A Yes. 5 Q And am I correct that the speedway 5 Q Okay. Do you know approximately how 6 has been doing that for some number of years? 6 many billboards there are there? 7 A Yes. 7 A Not a clue. 8 Q How long has that been going on? 8 Q Are there different sized 9 A I'm not sure. 9 billboards? 10 Q Do you ever recall a time when the 10 A Yes. 11 speedway wasn't doing that? 11 Q The billboards,do you have one sign 12 A I don't know. 12 company that is responsible for the billboards 13 Q You were there in starting in'72. 13 themselves;that is,the graphics,pictures, 14 Right? 14 lettering,what have you? 15 A Yes. 15 A Yes. 16 Q Do you--was the speedway operation 16 Q Who would that be? 17 there in'72? 17 A I forgot their name. I don't know. 18 A Yes. 18 Q Does Trone Advertising ring a bell? 19 Q Do you recall back then when there 19 A Yes. 20 were billboards in the speedway? 20 Q Are there any other--companies 21 A No. 21 other than Trone or just Trone? 22 Q Okay. Do you recall a time when the 22 A No--yes. 23 first billboard went up? 23 Q Who would that be? 24 A No. 24 A The metal signs. 25 Q Okay. Would it be correct that at 25 Q Okay. Someone else makes-- Love Court Reporting,Inc. 15(Pages 54 to 57) EXHIBIT "B" CONDENSED C PS 1 COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA 2 SARAH LOH, 3 Plaintiff , • : NO . 09-3511 CIVIL TERM 4 -vs- : CIVIL ACTION - LAW 5 WILLIAMS GROVE, INC . , • Defendant . 6 - - - 7 Tuesday, September 28 , 2010 8 - - - 9 Oral deposition of SARAH LOH, held at 10 the law offices of MCNEES , WALLACE & NURICK, LLC, 100 11 Pine Street , Harrisburg, Pennsylvania, commencing at 12 12 : 56 p .m. , on the above date , before Denise L . Travis , 13 RPR and Notary Public in the Commonwealth of 14 Pennsylvania . 15 16 17 - - - 18 19 20 21 22 23 LOVE COURT REPORTING, INC . 1500 Market Street 24 12th Floor, East Tower Philadelphia, Pennsylvania 19102 25 (215 ) 568-5599 Sarah Loh Page 6 Page 8 1 in conversation. 1 A It's a cavitation of the lungs. 2 A Okay. 2 Q What causes that? 3 Q I'm only interested in what you do 3 A Being exposed to birds,ducks, 4 know related to this action. Please don't 4 geese,bats. 5 speculate. Please don't guess. All right? If 5 Q Does that keep you from work? 6 you're going to make an estimate,tell us in 6 A Pretty much. I have a hard time 7 advance it's an estimate. 7 breathing;and if surrounded by people that have 8 A All right. 8 colds,then I get an illness. 9 Q And we'll take it that way. 9 Q So that keeps you from working? 10 A All right. 10 A Well,it has up until now,yes. 11 Q All right. If--we won't be long. 11 Q Okay. Up until now meaning is there 12 If you need to talk to your attorney,if you have 12 some--for lack of a better term,some cure in 13 a question and you would like to take a break, 13 the offing of that? 14 you can certainly do that. This is not an 14 A Not that I know of. 15 endurance test. 15 Q Okay. You said it keeps you from 16 Do you understand that? 16 working up until now. How long have you been 17 A Yes. 17 disabled as a result of that? 18 Q Okay. Mrs.Loh,would you please 18 A I haven't worked since I left 19 state your address for the record? 19 Williams Grove,Inc. 20 A 136 Martel Circle,Dillsburg, 20 Q Was it because of the disability? 21 Pennsylvania. 21 A It was both. Medical glaucoma and 22 Q Dillsburg? 22 the other,histo. 23 A Yes. 23 Q The two? 24 Q And obviously,you're married, 24 A Correct. 25 ma'am? 25 Q And where did you incur this Page 7 Page 9 1 A Yes. 1 disease,not the glaucoma? 2 Q How long have you been married? 2 A The histo? 3 A Thirty-eight years. 3 Q Yeah. 4 Q And you have children. Correct? 4 A At Williams Grove Park. 5 A Correct. 5 Q It's work related? 6 Q Adult children? 6 A Yes. 7 A Yes. 7 Q How old are you,ma'am? 8 Q Any living at home with you? 8 A Fifty-five. 9 A No. 9 Q When did you first start working at 10 Q You--are they prescription glasses 10 Williams Grove,Inc.? 11 you're wearing? 11 A Approximately in 1976. 12 A Yes,they are. 12 Q In what capacity? 13 Q And they're shaded glasses? 13 A I started as receptionist. 14 A Yes. 14 Q Was that in an office area? 15 Q Is this related to this eye 15 A In the park office,yes. 16 condition that you referenced in your letter of 16 Q At some point did you switch jobs? 17 September 30th? 17 A What do you mean? I'm not 18 A Correct. 18 understanding that. 19 Q What is that? 19 Q When you left,were you a 20 A It's glaucoma and uveitis. 20 receptionist? 21 Q How is your health today generally? 21 A When I left the company? 22 A It's fair. 22 Q Yes. 23 Q Any other major illnesses? 23 A No. I was sales director. 24 A I have histoplasmosis. 24 Q Okay. So at some point,you must 25 Q What is that? 25 have left the position of receptionist and moved Love Court Reporting,Inc. 3 (Pages 6 to 9) • Sarah Loh Page 10 Page 12 I to another position? 1 Q '89. That's when you went into the 2 A No. Basically,I started as a 2 program ads? 3 receptionist,moved to sales of the picnics-- 3 A About that point. 4 business picnics in the park. And from there,I 4 Q And how long did you hold that 5 was given the sales from the speedway. I never 5 position? 6 left anyway. 6 A Well, it wasn't a position. I was 7 Q Okay. But you left the position of 7 just given that. And then I was given the sales 8 receptionist and moved to another position? 8 of the billboards to do. 9 A Moved up,yes. 9 Q Okay. It was your--shall we call 10 Q My question. That was my question. 10 it duties? 11 A I'm sorry. 11 A That's what I was told to do. 12 Q How long were you a receptionist? 12 Q Okay. And that was in '89? 13 A Two and a half,three years maximum. 13 A '89,'90,somewhere-- 14 Q In 1978,you were in some other 14 approximately. I can't remember the exact date. 15 position? 15 Q Understood. 16 A Sales. 16 A Sorry. 17 Q Sales of? 17 Q And then you held that,they were 18 A The picnics. 18 your duties at-- 19 Q That would be people wanted to have 19 A Right. 20 a picnic at the park you would-- 20 Q --Williams Grove? 21 A Correct. 21 A Correct. 22 Q --accommodate them in some way? 22 Q Sales of program ads until when? 23 A I was soliciting businesses to have 23 A Probably--I can't remember the 24 picnics at the amusement park. 24 date. I did it for about a year and a half and 25 Q Then you moved from picnic sales to 25 then was given the billboards. Page 11 Page 13 1 something else at some point. When was that? 1 Q So that would be'91,'92? 2 A Probably around 1999,I was given 2 A No. It was probably--I probably 3 the sales from the speedway to do in the park 3 want to say'98,'98,'99-- 4 office. 4 Q Okay. So you-- 5 Q And that would be for--what 5 A --when I did the billboards. 6 exactly would you do,sales of the speedway? 6 Q That's when you first started sales 7 A I was actually--the first thing I 7 of billboards? 8 was given was the program,to solicit people to 8 A Billboards. Correct. 9 go into the program. And then I was given the 9 Q So you were involved with program 10 sales to get billboards for the track. 10 ads for 10 years? 11 Q When you say "into the program," do 11 A No. I would probably say 12 you mean,like,to place an ad in the program? 12 five years. I apologize. 13 A Correct. 13 Q Okay. So we're talking about maybe 14 Q So it was ads in a program? 14 1993 you started with the--these billboards? 15 A For the speedway. 15 A The billboards itself,no. Probably 16 Q That's what you meant when you said 16 '99--'98,'99. 17 sales in the speedway? 17 Q Okay. What--did you do something 18 A Correct. 18 between program ads and billboard ads? 19 Q It was program ads? 19 A The picnic sales. 20 A Program ads. 20 Q I thought the picnic sales was'78? 21 Q And that was in 1999 you started 21 A I started doing receptionist duties 22 there at that job? 22 and then took over the sales of the picnics. 23 A 1989, 1999 approximately. 23 They were all involved in one position. 24 Q '89 or'99? 24 Q Okay. Let me understand this. And 25 A 1989. 25 I apologize-- Love Court Reporting,Inc. 4(Pages 10 to 13) , Sarah Loh Page 22 Page 24 1 MR.DEANGELO: Actually,it's Hughes 1 Q You didn't know what it was? 2 2. 2 A No,I had no idea. 3 MR.DEVIRGILIS: Yes. You're right. 3 Q Was that the extent of the 4 I stand corrected. It's Hughes 2. 4 conversation? 5 BY MR.DEVIRGILIS: 5 A Well,I think the next conversation 6 Q When did you first become aware of 6 he had with myself and my son and my daughter and 7 this document? 7 just said that he had made something with the 8 A A little bit before--probably in 8 company that would take care of me and they 9 around 2002,maybe'03 before it was written or 9 didn't have to worry. 10 whatever. 10 Q And this was in the presence of your 11 Q Well,my question was,when did you 11 son and daughter? 12 first become aware of this document? And you're 12 A Yes. 13 answer is that it was before it was written? 13 Q What are their names? 14 A I'm assuming it was before it was 14 A Michelle and Justin. 15 written. I don't know. 15 Q And do you know when that 16 Q Okay. 2002 apparently would be 16 conversation took place? That would be Justin, 17 before it was written. 17 Michelle,Morgan Hughes,and yourself. Right? 18 A Probably. 18 A It was in Mr.Hughes'office. The 19 Q You would agree? 19 date I don't remember. 20 A I would agree. 20 Q Was it after this first conversation 21 Q So was it that you and Mr.Hughes 21 when you returned from the medical center? 22 had some conversations that led up to the 22 A Yes,it was after. 23 memorialization of this-- 23 Q How long after? 24 A Yes. 24 A I don't recall the exact time frame. 25 Q --document? 25 I'm sorry. Page 23 Page 25 1 When did you first have a discussion 1 Q And what did Mr.Hughes say? 2 with Mr.Hughes which was the subject of what was 2 A He just basically said to them that 3 later memorialized here in Hughes 2? 3 he had taken care of me as far as making an 4 A I don't remember the date. Like I 4 agreement with Williams Grove and myself. He 5 said,I had come back from an appointment at 5 didn't say what was in it,what he did,nothing. 6 Hershey Medical Center. He was in his office, 6 Q And what did you say,if anything, 7 and I went back into the park office. And then 7 in that conversation? 8 he called me into his office and asked me how it 8 A Thank you. 9 went. And I said the same as it always went,you 9 Q You still didn't know what you were 10 know. And he basically said,Well,I just want 10 thanking him for,but you said thank you? 11 you to know that I have taken care of you with 11 A Right. 12 the company and that I have made a document with 12 Q Did you have another conversation 13 an agreement between Williams Grove,Inc.,and 13 after that second conversation in which your 14 yourself. 14 children were present? 15 Q And when was that? 15 A Not that I recall,no. 16 A I don't know the exact date. 16 Q No other conversations with Mr. 17 Q But it was before 2002 or 2-- 17 Hughes about this taking care of you issue? 18 excuse me--2003? 18 A The only conversation that we had 19 A I don't recall the exact date. I'm 19 was he told me he was going to put that in the 20 sorry. 20 safety deposit box. 21 Q And what did you say to Mr.Hughes? 21 Q The what? 22 A I said,Thank you. 22 A The letter or the agreement or 23 Q Thank you for what? 23 whatever he called it. 24 A Thank you for doing whatever you 24 Q What safe deposit box? 25 did. 25 A He had a safety deposit box with me. Love Court Reporting,Inc. 7(Pages 22 to 25) Sarah Loh Page 26 Page 28 1 Q A joint safe deposit box? 1 had been--I don't remember the date. It's been 2 A Urn-hum. 2 so many times I don't remember the date. 3 COURT REPORTER: Is that a yes? 3 Q It was--sequentially it was after 4 THE WITNESS: Yes. 4 those first two conversations. Is that correct? 5 BY MR.DEVIRGILIS: 5 A I would assume,yes. 6 Q At what bank? 6 Q I don't want you to assume. 7 A PNC. 7 A I don't know for sure. 8 Q At what location? 8 Q Okay. It may have happened before? 9 A Dillsburg. 9 A Maybe. I don't remember. 10 Q Do you still have that safe deposit 10 Q And the conversation--this third 11 box? 11 conversation--I only say third,not 12 A No. 12 sequentially,just stated as the third 13 Q Did you close it? 13 conversation--was what exactly? 14 A No. 14 A I'm not sure I'm understanding what 15 Q Did Mr.Hughes close it? 15 you're saying. 16 A No,not that I know of I don't 16 Q Yeah. We talked about three 17 know who closed it. I have no clue. 17 conversations that you've had--that you had 18 Q You had a key for that safe deposit 18 with Mr.Hughes? 19 box? 19 A Urn-hum. 20 A Yes. 20 Q One was when you returned from a 21 Q But it was a joint safe deposit box? 21 medical center and he said how did everything go 22 A Yes. 22 and you said the same as always and he said,I'm 23 Q Did you enter that safe deposit box 23 going to take care of you. Right? 24 at any time? 24 A Right. Yes. 25 A No. Oh,with him,not by myself, 25 Q And you said,Thank you. Page 27 Page 29 1 with him,yes. 1 A Yes. 2 Q When did you enter the safe deposit 2 Q That was that conversation? 3 box with Mr.Hughes? 3 A Right. 4 A At least 10, 12 times. It should be 4 Q Nothing more? 5 dated on the card. 5 A No,not that I can remember. 6 Q And when did the first time--you 6 Q Then there was a third--excuse 7 already--strike that. I'm sorry. 7 me--a second conversation that you've 8 You already told us that you had two 8 described-- 9 conversations about--with Mr.Hughes and then 9 A Urn-hum. 10 with your children and Mr.Hughes about him 10 Q --that was in the presence of 11 taking care of you. I'll use that phrase. And 11 Justin,Michelle,Mr.Hughes,and yourself? 12 they were the only conversations that you had 12 A Right. 13 with Mr.Hughes related to this--what's 13 Q And in that conversation--and I'll 14 memorialized in this document. Is that correct? 14 paraphrase what I believe your testimony was;and 15 MR.DEANGELO: Objection. She said 15 correct me if I'm wrong. Your testimony was that 16 there was a third where he told her the 16 in that conversation,Mr.Hughes said essentially 17 document was being put into the safe 17 the same thing,I'm going to take care of you, 18 deposit box. 18 and he added,You won't have to worry? 19 BY MR.DEVIRGILIS: 19 A I think I said that he had given me 20 Q I didn't know--was that a separate 20 an agreement of sorts with Williams Grove,if I'm 21 conversation? 21 correct. 22 A Yes. 22 Q He gave you an agreement? 23 Q Okay. When did that conversation 23 A He was giving me an agreement. 24 take place? 24 Q He was giving you an agreement? 25 A I don't remember the exact date. I 25 A Right. And that he had said to the Love Court Reporting, Inc. 8(Pages 26 to 29) Sarah Loh Page 30 Page 32 1 kids they didn't have to worry. He had made an 1 in the safety deposit box. 2 agreement with Williams Grove and myself. 2 And that was what it was. 3 Q And that was--was that the end of 3 Q What was? 4 that conversation? 4 A That's all I know. 5 A Yes. As far as I can recall,yes. 5 Q Oh,so you never saw what was in the 6 Q No other aspects of that 6 envelope? 7 conversation? 7 A No. 8 A I can't-- 8 Q You never saw--or he never said 9 Q Did he actually give you this 9 what was in the envelope? 10 written agreement? 10 A No. 11 A No. 11 Q Did he ever say,This is what we 12 Q Okay. So he's just speaking 12 were talking about,this is that agreement I 13 generally of an agreement? 13 mentioned? Did he describe it in any way? 14 A Correct. 14 A He just--there was just 15 Q And in fact,it wasn't an agreement 15 personal--he had an envelope that had my name 16 between you and he? 16 on it and my Social Security number. And he said 17 A No. 17 that those are yours. It's in there,and that 18 Q It was his statement? 18 was the extent of it. 19 A He said it was an agreement between 19 Q And you didn't ask what it was? 20 Williams Grove, Inc., and myself. 20 A No,I didn't. 21 Q Okay. And so that would imply that 21 Q Did you say thank you? 22 you must have agreed to some terms? 22 A Not at that time. I did when he 23 A No. He never told me anything about 23 initially told me what it was,yes. 24 what it said or anything. 24 Q Okay. And when he told you in the 25 Q Okay. 25 previous two conversations,the one with the Page 31 Page 33 1 A He just said,I've taken care of 1 children and the one after the medical visit. 2 you. There's an agreement between you and 2 Right? 3 Williams Grove,Inc. 3 A Um-hum. 4 That was the extent of the 4 Q Right? 5 conversation. 5 A Yes. 6 Q But you didn't know what the terms 6 Q Okay. And when he said,Here's this 7 of that agreement was? 7 envelope and I'm putting it in the safe deposit 8 A No. 8 box,did he ever say this is that agreement I 9 Q Did you ask him? 9 talked to you about previously? 10 A No. 10 A No. He just said,There's an 11 Q Okay. And then there was a third 11 envelope there with your name on it. 12 conversation? 12 That was the extent of it. 13 A Urn-hum. 13 Q Okay. And you saw that envelope? 14 Q And this is where the issue of this 14 A Um-hum. 15 bank safe deposit box came up. Is that correct? 15 Q And you saw him put it in the safe 16 A Correct. 16 deposit box? 17 Q You don't know when this 17 A Correct. 18 conversation took place? 18 Q What else was in the safe deposit 19 A We--I went with him many times. 19 box? 20 And he just said,I'm going to put this in the 20 A I have no idea. I never turned and 21 envelope in the safe deposit box. 21 never looked. I didn't want to know. 22 Q Put what? 22 Q The ten times you went there you 23 A There was an envelope that he had. 23 never looked in the box with him? 24 I don't know what was in the envelope. He just 24 A No. 25 said,I have an envelope here,and I'm putting it 25 Q Did he always go in the back room Love Court Reporting,Inc. 9(Pages 30 to 33) Sarah Loh Page 34 Page 36 1 himself? 1 Q I may have asked you this,and I 2 A Sometimes. And if I did go in,I 2 apologize. You say you don't have any idea who 3 stood at the door. 3 actually typed this page? 4 Q Now,this Hughes 2,this document, 4 A None whatsoever. 5 how did you come in possession of this? 5 Q Do you recall when you went to the 6 A After his death. 6 safe deposit box for this letter? 7 Q Okay. That's when you came in 7 A It was right before his death. 8 possession of it? 8 His--actually,my son called me and told me 9 A Correct. 9 that there was something wrong. We went there. 10 Q Now,how did you come in possession 10 Mrs.Hughes was beside him and said,Go to the 11 of it? 11 bank,get everything that's--out the boxes and 12 A I went to the safety deposit box. 12 bring it to me. 13 Q That's the one time that you went to 13 I went to the bank. I could not get 14 the safe deposit box alone? 14 into her private box nor his private box that was 15 A Yes. 15 with her. The only box that I could sign on was 16 Q And that's when you retrieved this? 16 what was his and my signature. I took everything 17 A I retrieved everything that Ingrid 17 out of that box,drove back to the house,and 18 Hughes asked me to retrieve and my envelope-- 18 gave her all that was in it except for what was 19 Q Okay. 19 marked my name. 20 A --and gave her everything except 20 Q And you assumed that was for you? 21 what was personally mine. 21 A It was written by him,yes. I saw 22 Q Which was this? 22 him write the envelope. 23 A It was in an envelope marked with my 23 Q Right. But you assumed it was 24 name and Social Security number on it. 24 not--not his;it was for you;it was yours? 25 Q Do you have that envelope? 25 A Right. It had my name on it and my Page 35 Page 37 1 A Yes,I do at home. 1 Social Security number. 2 Q And do you have the original of 2 Q And so that was your possession? 3 this? 3 A Correct. 4 A I'm not sure. 4 Q Now,Mrs.Loh,I don't mean to 5 MR.LOH: At home. 5 embarrass you;but there was some conversation 6 THE WITNESS: Yes. Yes,I do. 6 earlier that your relationship with Mr.Hughes 7 BY MR.DEVIRGILIS: 7 was something more than professional. Is that 8 Q You do? 8 correct? 9 A Yes. 9 A If you're meaning what was said 10 Q At home? 10 previously,it's ridiculous. I was his personal 11 A Yes. 11 assistant. My husband was a dear friend. I was 12 Q Now,do you know who typed this? 12 his personal friend outside of the business. My 13 A No idea. 13 son and daughter were like his children. And my 14 Q Do you know that Mr.Hughes typed? 14 grandchildren--my one granddaughter is named 15 A No. I don't think he ever typed. 15 Morgan. Anything else is outrageous. 16 Q Was there somebody who took the 16 MR.DEVIRGILIS: Okay. I don't 17 place of the receptionist after--after you left 17 think I have any other questions,Mrs. 18 that position,or did you always hold that 18 Loh. Thank you. Thank you very much. 19 position? 19 THE WITNESS: You're welcome. 20 A There was people that came in,like, 20 MR.DEANGELO: No questions. 21 maybe years later that sat there and answered the 21 (Deposition concluded at 1:27 p.m.) 22 phones,yeah. But they had no access to a 22 23 computer,because we never had a computer. 23 24 Q Or word processor? 24 25 A No. We had nothing. 25 Love Court Reporting,Inc. 10(Pages 34 to 37) EXHIBIT "C" REGISTER OF WILLS CERTIFICATE OF GRANT OF LETTERS YORK COUNTY,PENNSYLVANIA TESTAMENTARY Arty Fj i E; �L 1, 7 F 7t '', 1 s r* ' ,,t;,I,l i� ,, ,, Estate No. 67 08- 00817 , 7 } ' Estate Of MORGAN C HUGHES pt--r ,'"a r i- t''+4:41' `, 1.,!f}'"'-"y 4 (First,Middle,Last) .�5, r V �' , ,"'0"ti bt'' " y' 114,1 tl - . :I - t, 1 - bi- , )1 Late Of CARROLL TOWNSHIP ,t, ..4 T. Ki r.J YORK COUNTY 1`' ;-;:g ' i', l , „ tt I ,,'-, i, �+ Deceased X14`rI . ; , i 4 1, Social Security No 137-30-0581 W '. ry, WHEREAS, on the 28th day of May 2008, an instrument dated October 11, 2007 was admitted to probate as the last will of MORGAN C HUGHES (First,Middle,Last) late of CARROLL TOWNSHIP, YORK COUNTY, who died on the 12th day of April 2008 and, WHEREAS, a true copy of the will as probated is annexed hereto. THEREFORE, I, BRADLEY C. JACOBS, Register of Wills in and for YORK County, in the Commonwealth of Pennsylvania,hereby certify that I have this day granted Letters TESTAMENTARY to: KATHLEEN ROSEANNA HUGHES and INGRID HUGHES who have duly qualified as EXECUTOR(RIX) and have agreed to administer the estate according to law, all of which fully appears of record in my office at YORK COUNTY JUDICIAL CENTER in YORK, PENNSYLVANIA. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office on the 28th day of May 2008. if Re,, el t �r s BRADLEY C. JACOBS Register of Wills&Clerk of Orphans'Court • My Commission Expires First Monday,January 2012 LAST WILL AND TESTAMENT OF MORGAN C. HUGHES I, MORGAN C. HUGHES, a resident of Dillsburg, County of York, Commonwealth of Pennsylvania, being of sound and disposing mind, memory and understanding, do make, publish and declare this, my Last Will and Testament, hereby revoking any and all Wills and Codicils heretofore made by me. FIRST It is my wish, and I direct that all my just debts and funeral expenses be paid as soon as conveniently practicable after my death. SECOND I give, devise and bequeath the sum of FIFTY THOUSAND ($50, 000. 00) Dollars to my son MICHAEL ANTHONY HUGHES, and; to our dear and loyal friend SARAH LOH, I give, devise and bequeath the sum of TWO HUNDRED AND FIFTY THOUSAND ($250, 000. 00) Dollars, and; I further give, devise and bequeath the following sums to the following persons: MICHELE LOH the sum of ONE HUNDRED AND FIFTY THOUSAND ($150, 000. 00) Dollars; JUSTIN LOH the sum of TWO HUNDRED AND FIFTY THOUSAND ($250, 000. 00) Dollars; ALFRED LOH the sum of TWENTY FIVE THOUSAND ($25, 000 . 00) Dollars; 1 MORGAN LOH the sum of TWENTY FIVE THOUSAND ($25, 000. 00) Dollars for his College Fund, and; OWEN LOH the sum of TWENTY FIVE THOUSAND ($25, 000. 00) Dollars; STEPHANIE LOH the sum of TWENTY FIVE THOUSAND ($25, 000. 00) Dollars; THIRD The rest, residue and remainder of my estate, of whatsoever kind and nature, real, personal and mixed and wheresoever situate, of which I may die seized or possessed, or in which I have any interest, I give, devise and bequeath 45% to my beloved wife, INGRID HUGHES, and 55% to daughter KATHLEEN ROSEANNA HUGHES. FOURTH Should my said wife and I die in a common accident or disaster or should we both die from any cause whatsoever, under such circumstances so that it cannot be reasonably determined whether or not she shall have survived me, it shall be conclusively presumed that she did not survive me and her gift lapse. Should any other beneficiary not survive me then their gift shall lapse. FIFTH Having given due consideration to the devises, gifts and bequests made in this, my Last Will and Testament, the same have been so made on the express condition that none of the beneficiaries shall legally oppose or contest the probate or validity of this Will in any manner. Any beneficiary so opposing 2 I r • or contesting the said probate or validity of this Will, or in any way assisting in such act or acts, shall automatically forfeit whatever devise, gift or bequest they would have been entitled to receive under the terms of this, my Last Will and Testament. SIXTH I direct that my Co-Executrixes shall carry out such binding agreements made by me during my lifetime, as may be in full force and effect with respect to the disposition of business, partnership or corporate interests of which I may die possessed, where, by the terms of such agreements, my estate or my personal representatives are obligated to carry our said agreements. SEVENTH Subject to my Co-Executrixes fulfilling any agreements which I may have executed, and which may be in full force and effect at the time of my death, I direct that they shall, at their unrestricted discretion, either dispose of the business interest of which I may die possessed, whether in corporate form or otherwise, or alternatively, operate and exercise all powers with respect to such business or businesses, in whatever manner they shall deem to be in the best interest of my estate and the beneficiaries herein named. EIGHTH I vest my Co-Executrixes hereinafter named with full power and authority to sell, transfer and convey any property, real or 3 a • personal, which I may own at the time of my death, at such time and price and upon such terms and conditions (including credit) as they may determine, and to do every other act and thing necessary or appropriate to the complete administration of my estate. This grant is in addition to and not by way of limitation of their common law and statutory powers. NINTH In the event of the minority or incompetency of any of the beneficiaries herein named, my Co-Executrixes hereinafter named, in their discretion shall be authorized and empowered to make whatever income, principal or other distributions of property of whatever character, to which such beneficiary may be entitled, directly to such beneficiary or to the person or persons who have the care or custody of such beneficiary or to such beneficiary' s lawful or natural guardian, or may apply said distribution in behalf of such beneficiary and in such cases, my Executrixes hereinafter named shall not be required to see to the application of such distribution nor shall any guardian or other person to whom such distribution is made be required to furnish bond or other security. TENTH I hereby nominate, constitute and appoint my wife, INGRID HUGHES and my daughter KATHLEEN ROSEANNA HUGHES, the Co- Executrixes, respectively, of this, my Last Will and Testament, to do all things lawful to carry out its terms with all those powers and subject to all of the terms and conditions herein set forth. 4 No bond or other security shall be required of my Co-Executrixes or their successor in the faithful performance of their duties in this capacity. ELEVENTH I hereby nominate, constitute and appoint my friend and attorney JOSEPH A. MARINO, Esq. , to be appointed Counsel to my Estate and to assist and aid my Co-Executrixes, respectively, in the administration of this, my Last Will and Testament, to do all things lawful to carry out its terms with all those powers and subject to all of the terms and conditions herein set forth. No bond or other security shall be required of my attorney or his successor in the faithful performance of their duties in this capacity. • TWELFTH This, my Last Will and Testament, shall be construed, and its validity and effect, and the rights hereunder of the beneficiaries, the Co-Executrixes, and all surviving and successor Executrixes shall at all times be determined in accordance with the laws of the State of New Jersey. IN WITNESS WHEREOF, I have hereunto set my hand and seal this ` `t'day of Oct , Two Thousand and Seven. dip 11,4„,•,e •S //f1 / •RG yr C. r; ,1 0 �a/ 1 2oa'7 l 40. oil I, COMMONWEALTH OF PENN snvANiA 5 JOHN J.RICN ARRDDS N,JR., No HNotary Public Dillsburg Borough York County M Commission Expires Oct.30,2008 . • I, MORGAN C. HUGHES, the Tes ator, sign my name to this Instrument, this / day of , 2007, and being first duly sworn, do hereby declare to the undersigned authority that I sign and execute this Instrument as my Last Will and Testament and that I sign it willingly, that I execute it as my free and voluntary act for the purposes therein expressed, and that I am eighteen (18) years of age or older, of sound mind and under ' • constraint or undue influence. /4 It": 4-55 my /44 9-.-eRt/ f%,s Al , l / • ORG' c. /iVf 1/ � Ai ��' d��,�r, COAMONV�i EALTH OF PENN , NOTARI t T JOHN J.RICHARDSON,JR., Nor MI6 Borough York Lon My Commission q,. W-, ' and , the witnesses, sign our names to this Instrument, and, being first duly sworn, do hereby declare to the undersigned authority that the Testator signs and executes this Instrument as his Last Will and that he signs it willingly, and that each of us, in the presence and hearing of the Testator, hereby signs this Will as witness to the Testator' s signing, and that to the best of our knowledge, the Testator is eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. Yt Mc v csks7 1' 1 WS-C • /et... 44. t6fal u ai - ' `- .,<---. 4 f7/vim/ ,i,- ..../i/l, 2/7 WEseeL,)\ C-e, /?,4 0 33T, 14-11-14,4::55 /171/ /44/4 5ei,/ 74A.'.. // 72 b- G) COMMONWEALTH OF PENNSYLVANIA 6 NOTARIAL SEAL , , A JOHN J.RICHARDSON,JR., Notary Public Dillsburg Borough York County ` My Commission Expires Oct.30,2008 � s• COMMONWEALTH OF PENNSYLVANIA : ss: COUNTY OF YORK Subscribed, sworn to and acknowledged before me by MORGAN C. HUGHES, the Testator, and subscribed and sworn to before me a Notary of PENNSYLVANIA, by 99 C�ir/�fe�t and sTV'04,3 N4 4)44 12l, , the witnesses, this //6 day of OCTOBER 2007 . Aill COMMONWEALTH OF PENNSYLVANIA JOHN J.RICHARDSON JRNotary Public Dillsburg Borough Yak County M Commission sires Oct.30,2008 7 r . 0 EXHIBIT "D" WILLIAMS GROVE INC. The Billboard.Business at Williams.Grove Speedway was built to it's present good status by Sarah Loh. Social Security Number . Over the past ten years and for this loyal and excellent service she is entitled to get total ownership after my "passing" on to the next life. Should I Still be alive when Sarah Loh decides to retire or becomes incapacitated and unable to work at the Williams Grove Speedway, she immediately becomes an equal partner and should Sarah decide to work the billboard business from her home, she has the right to do so. Should Sarah Loh for whatever reason decide not to work or be unable to work, she has the Right to have a person work the Billboard business for her in whatever form she may so decide. The whole object of this letter of commitment ,is that Sarah Loh inherits the billboard business complete without any Liens and encumbrances on my death signed by me'aiid notarized on. this Twenty First day of August Two Thousand and Three. Signed b ` Morgan $ ghes , President. i 4,ve S S m y 0,;,.,1) �, s��l -I-A:, /22 ' ,-f.�%�• r y, •NOTARIAL, SEAL. U J.RICHAtRDSON,JR,Nary Public Drttsburp Born. York Goer + EXHIBIT My Commlmlon Expirys Oct 3a,2b04 q 4-i() SARAH LOH, : IN THE COURT OF COMMON PLEAS OF PLAINTIFF : CUMBERLAND COUNTY, PENNSYLVANIA V. WILLIAMS GROVE, INC., DEFENDANT : NO. 09 -3511 CIVIL IN RE: PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT BEFORE GUIDO, J. AND EBERT, J. ORDER OF COURT AND NOW, this 16th day of April, 2014, upon consideration of Plaintiff's Motion for Summary Judgment, the Defendant's response thereto, the briefs filed by the parties and after oral argument; IT IS HEREBY ORDERED AND DIRECTED that the Plaintiff's Motion for Summary Judgment is DENIED. tAret Keisling, Esquire Attorney for Plaintiff John DeVirgilis, Esquire Attorney for Defendant 4 bas By the Court, "U ▪ i' 70 rri • ca, -v n CD ni taa