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HomeMy WebLinkAbout04-3273KATHY BROWN, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY. PA NO. oU -.3 a'73 CIVIL ACTION-LAW JOETTE P. DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC. JURY TRIAL DEMANDED Defendant TO: JOETTE DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC. NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE CARLISLE, PA 17013 (717) 249-3166 800-990-9108 AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mAs adelante en las siguientes paginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dfas despu6s de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de an abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO 0 BAJO COSTO A PERSONAS QUE CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE CARLISLE, PA 17013 (717) 249-3166 800-990-9108 Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 KATHY BROWN, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA NO. Cam! - 3 A 73 l..lui l..?Fl2-l??1 CIVIL ACTION-LAW JOETTE P. DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC. JURY TRIAL DEMANDED COMPLAINT Plaintiff Kathy Brown, by and through her counsel, Karen S. Coates, Esquire, asserts the following Complaint against Joette P. Derricks and Healthcare Management Solutions, Inc: 1. Plaintiff Kathy Brown is an adult individual currently residing at 652 Ridge Road, Halifax, Dauphin County, Pennsylvania 17032. 2. Defendant Joette P. Derricks currently doing business at 3607 Rosemont Avenue, Suite 402, Camp Hill, Cumberland County, Pennsylvania 17011-6943. 3. Defendant Healthcare Management Solutions, Inc. is corporation organized and existing under the laws of the Commonwealth of Pennsylvania having its principal place of business at 3607 Rosemont Avenue, Suite 402, Camp Hill, Cumberland County, Pennsylvania 17011-6943. 4. At all times herein mentioned, Defendant Healthcare Management Solutions, Inc. was in the business of providing consulting, management and training services to physician offices, hospitals, health care providers and other organizations and associations. At all times herein mentioned, Defendant Joette P. Derricks was the Chief Executive Officer of Defendant Healthcare Management Solutions, Inc. 6. On November 1, 2002, Plaintiff and Defendants entered into an Independent Contractor Agreement wherein Defendants retained the services of Plaintiff to perform consulting services, as an independent contractor and agreed to pay Plaintiff eight (80) dollars per hour for any and all hours Plaintiff worked on behalf of Defendants. A true and correct copy of the Independent Contractor Agreement is attached hereto as Exhibit "A" and incorporated herein by reference. Beginning in November, 2002, pursuant to the terms of the Independent Contractor Agreement, Plaintiff Kathy Brown began providing consulting services to Defendants, which services were specifically directed and required by Defendants Joette P. Derricks and Healthcare Management Solutions, Inc. 8. The consulting services provided by Plaintiff to Defendants consisted of Compliance Audits and First Quarter Chart Reviews for medical facilities in Indiana, specifically, Mishawaka and the St. Joseph's Regional Medical Center. 9. Defendants Joette P. Derricks and Healthcare Management Solutions, Inc. authorized and accepted the work provided and forwarded the work to the foregoing medical providers. Thereafter, Defendants billed these providers $165.00 per hour for the services performed by Plaintiff. 10. It is believed and therefore averred, that Defendants' invoices to Mishawaka and the St. Joseph's Regional Medical Center for the services provided by Plaintiff were paid in full. 11. Plaintiff provided the foregoing consulting services to Defendants between November, 2002 and June, 2003. In July, 2003, Plaintiff sent Defendants an invoice for the work performed in conjunction with the Compliance Audits and First Quarter Chart Reviews. The invoice was in the amount of $34,880.00 for 436 hours of work. A true and correct copy of the invoice is attached hereto as Exhibit "B" and incorporated herein by reference. 12. Plaintiff fully and completed complied with the obligations mandated by the Independent Contractor Agreement. 13. Despite Plaintiff s repeated demands, Defendants have failed to pay Ms. Brown for the services rendered and reflected in the invoice attached hereto as Exhibit B. 14. Defendants have breached the Independent Contractor Agreement by failing to pay Plaintiff for the consulting services rendered. 15. The Independent Contractor Agreement specifically provides, at Article X: "If any legal proceedings are necessary to enforce this Independent Contract or any provision thereof shall be brought in the Courts of Pennsylvania having jurisdiction over HMS' business office, the prevailing party in any such litigation shall, in addition to any other relief provided, be entitled to reasonable attorneys' fees." 16. As a result of Defendants' breach, Plaintiff is entitled to damages in the amount of $34,880.00, together with interest, attorneys' fees and costs of suit. 3 WHEREFORE, Plaintiff Kathy Brown respectfully requests that this Honorable Court enter judgment in her favor and against Defendants Joette P. Derricks and Healthcare Management Solutions, Inc. in the amount of $34,880.00 together with interest, costs, attorneys' fees and such other relief as the court deems appropriate. DATE: July 6, 2004 Pfilen S. Co s Esquir Attorney ID# 52654 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 4 VERIFICATION I, Kathy Brown, state that I have read the foregoing COMPLAINT which has been drafted by counsel. The factual statements contained therein are true and correct to the best of my information, knowledge and belief, although the language is that of counsel and, to the extent that the content of the foregoing document is that of counsel, I have relied upon counsel in making this Verification. This statement is made subject to the penalties of 18 Pa.C.S.A. Section 4904 relating to unworn falsification to authorities, which provides that if I make knowingly false statements, I may be subject criminal penalties. _-A Date Kathy rows 7?\ V ( 4 +a ? V i (> Q J 4 ? r ,rrl VD SHERIFF'S RETURN - REGULAR CASE NO: 2004-03273 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BROWN KATHY VS DERRICKS JOETTE P ET AL RONALD HOOVER ______, Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon DERRICKS JOETTE P the DEFENDANT , at 1346:00 HOURS, on the 13th day of July 2004 at 3607 ROSEMONT AVENUE SUITE 402 CAMP HILL, PA 17011 ____ by handing to JUDY EBERSOLE, SECRETARY, ADULT IN CHARGE a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 10.36 Affidavit .00 Surcharge 10.00 Sworn and Subscribed to before m me this /? - day of a?OU?/ n A.D. 4rtt'honotary So Answers R. Thomas Kline 07/14/2004 KAREN COATES By: Deputy Sheriff SHERIFF'S RETURN - REGULAR VASE NO: 2004-03273 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BROWN KATHY VS DERRICKS JOETTE P ET AL RONALD HOOVER , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon HEALTHCARE MANAGEMENT SOLUT DEFENDANT , at 1346:00 at 3607 ROSEMONT AVENUE CAMP HILL, PA 17011 JUDY EBERSOLE, SECRETARY, a true and attested copy of IONS INC the HOURS, on the 13th day of July 2004 SUITE 402 by handing to ADULT IN CHARGE COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this /,<1 day of A.D. oIL()t7 q I CJ )" rothonotary J So Answers: R. Thomas Kline 07/14/2004 KAREN COATES By- /- Deputy 5? iff TO PLAINTIFF: YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED PRELIMINARY OBJECTIONS WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. THOMAS J. CAMPENNI, ESQUIRE KATHY BROWN, Plaintiff, V. JOETTE P. DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC., Defendants. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY No. 04- •3273 DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT Defendants Joette P. Derricks ("Ms. Derricks") and Healthcare Management Solutions, Inc. ("HMS"), by and through the undersigned counsel, preliminarily object to Plaintiff's complaint as follows: 1. Plaintiff's Complaint Should Be Stricken For Failure To Conform To Rule 1019(1) Of The Pennsylvania Rules; of Civil Procedure: Pa R Civ. P. 1028(a)(2) 1. Plaintiff's claim for breach of contract is based upon an alleged Independent Contractor- Agreement between Plaintiff and HMS. (See Pl.'s Compl. at ¶ (i.) 2. Pursuant to Rule 1019(i) of the Pennsylvania Rules of Civil Procedure, "[w]hen any claim or defense is based upon a writing, the pleader shall attach a copy of the writing, or the material part thereof . . . Pa. R. Civ. P. 1019(i) (emphasis added). 3. While Plaintiff claims that a copy of the Independent Contractor Agreement and the invoice for her services are attached to her Complaint, the complaints served upon HMS and Ms. Derricks fail to contain any attachments. (A true and correct copy of the Complaint served upon Defendants is attached hereto as Exhibit "A.") 4. Therefore, because Plaintiff_ has failed to attach the Independent Contractor Agreement and the invoice for her alleged services as required by Rule 1019(i) of the Pennsylvania Rules of Civil Procedure, Plaintiff's Complaint fails to conform to rule of court and should be stricken accordingly. WHEREFORE, Defendants respectfully requests that Plaintiff's Complaint be stricken pursuant to Rule 1028 (a)(2) due to failure to conform to rule of court. 2 II. Plaintiff's Complaint Is Insufficient, As A Matter Of Law, To State A Claim Upon Which Relief Can Be Granted: Pa. R. Civ. 1028(a)(4) 5. Plaintiff attempts to assert causes of action against HMS and Ms. Derricks. 6. HMS is a corporation duly organized under the laws of the Commonwealth of Pennsylvania. 7. The allegations against Ms. Derricks are not sufficient to state a claim for relief. 8. A reading of the entire Complaint makes clear that all references to Ms. Derricks are in her corporate, not individual, capacity. By way of example, Plaintiff specifically states that "[a]t all times herein mentioned, Defendant Joette P. Derricks was the Chief Executive Officer of Defendant Healthcare Management Solutions, Inc." (See Pl.'s Compl. at ¶ 5.) 9. Since the Complaint is only lodged against Ms. Derricks in her capacity as Chief Executive Officer of HMS, and not in her individual capacity, Ms. Derricks is not a properly named defendant. Importantly, as alleged in Plaintiff's complaint, any and all actions taken by Ms. 3 Derricks have been on behalf of HMS and in her capacity as Chief Executive Officer of HMS. (See Pl.'s Compl. at ¶ 5.) 10. It is fundamental that a corporate officer cannot be held liable on contract between the corporation and a third party unless the corporate officer assumes a personal obligation in the contract itself. Leslie v. Philadelphia Bicentennial Corp., 332 F.Supp. 83, 93 (E.D. Pa. 1971); Vernon D. Cox & Co. v. Giles, 267 Pa. Super. 411, 415-16, 406 A.2d 1107, 1110 (1979) (same); 58 Pa. D. & C.2d 153, 157-59 (Dauphin Cty. 1972) (granting individual de'fendant's preliminary objection in the nature of a demurrer on the grounds that a corporate officer cannot be personally liable for any alleged claim arising out of a purported breach of contract by the defendant corporation). 11. Based on the foregoing, Ms. Derricks cannot be held personally liable for the debts, liabilities or obligations of the corporation. 12. Therefore, the claims against Ms. Derricks must be dismissed with prejudice. WHEREFORE, Defendants request that the claims against Joette P. Derricks be dismissed with prejudice pursuant to Rule 1028 (a)(4) due to failure to state a claim 4 upon which relief can be granted and that Joette P. Derricks be omitted from the caption as a party-defendant. III. Preliminary Objection Raising Nonjoinder Of A Necessary Party-Defendant: Pa. R. Civ. P 1028(a)(5). 13. Parente Randolph is an essential party to this action, and the Complaint is defective for nonjoinder of a necessary party-defendant. WHEREFORE, Plaintiff's Complaint should be dismissed pursuant to Rule 1028 (a)(5) due to failure to join a necessary party-defendant. Respectfully submitted, Daniel T. Brier, Esquire Thomas J. Campenni, Esquire Attorneys for Defendants, Joette P. Derricks and Healthcare Management Solutions, Inc. MYERS, BRIER & KELLY, L.L.P. Suite 200, 425 Spruce Street Scranton, PA 18503 Date: July 30, 2004 5 VERIFICATION I, JOETTE P. DERRICKS, hereby certify that the facts contained in the foregoing Preliminary objections to Plaintiff's Complaint are true and correct and are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. 9 )Tee P. Derricks, Chief Executive icer of Healthcare Management lutions, Inc. of? Date: KATHY BROWN, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA NO. Oil - 3x73 C,Vi,C`? CIVIL ACTION-LAW JOETTE P. DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC. Defendant JURY TRIAL DEMANDED TO: JOETTE DERRICKS and HEALTHCARE MANAGEMENT SOLU'TIONS, INC. NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE CARLISLE, PA 17013 (717) 249-3166 800-990-9108 r rekttur?o,a?:? "YY-- AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despues de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede set dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO 1NMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE CARLISLE, PA 17013 (717) 249-3166 800-990-9108 Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 KATHY BROWN, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA NO. CIVIL ACTION-LAW JOETTE P. DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC. JURY TRIAL DEMANDED COMPLAINT Plaintiff Kathy Brown, by and through her counsel, Karen S. Coates, Esquire, asserts the following Complaint against Joette P. Derricks and Healthcare Management Solutions, Inc: Plaintiff Kathy Brown is an adult individual currently residing at 652 Ridge Road, Halifax, Dauphin County, Pennsylvania 17032. 2. Defendant Joette P. Derricks currently doing; business at 3607 Rosemont Avenue, Suite 402, Camp Hill, Cumberland County, Pennsylvania 17011-6943. Defendant Healthcare Management Solutions, Inc. is corporation organized and existing under the laws of the Commonwealth of Pennsylvania having its principal place of business at 3607 Rosemont Avenue, Suite 402, Camp Hill, Cumberland County, Pennsylvania 17011-6943. 4. At all times herein mentioned, Defendant Healthcare Management Solutions, Inc. was in the business of providing consulting, management and training services to physician offices, hospitals, health care providers and other organizations and associations. 5. At all times herein mentioned, Defendant Joette P. Derricks was the Chief Executive Officer of Defendant Healthcare Management Solutions, Inc. 6. On November 1, 2002, Plaintiff and Defendants entered into an Independent Contractor Agreement wherein Defendants retained the services of Plaintiff to perform consulting services, as an independent contractor and agreed to pay Plaintiff eight (80) dollars per hour for any and all hours Plaintiff worked on behalf of Defendants. A true and correct copy of the Independent Contractor Agreement is attached hereto as Exhibit "A" and incorporated herein by reference. Beginning in November, 2002, pursuant to the terms of the Independent Contractor Agreement, Plaintiff Kathy Brown began providing consulting services to Defendants, which services were specifically directed and required by Defendants Joette P. Derricks and Healthcare Management Solutions, Inc. 8. The consulting services provided by Plaintiff to Defendants consisted of Compliance Audits and First Quarter Chart Reviews for medical facilities in Indiana, specifically, Mishawaka and the St. Joseph's Regional Medical Center. 9. Defendants Joette P. Derricks and Healthcare Management Solutions, Inc. authorized and accepted the work provided and forwarded the work to the foregoing medical providers. Thereafter, Defendants billed these providers $165.00 per hour for the services performed by Plaintiff. 10. It is believed and therefore averred, that Defendants' invoices to Mishawaka and the St. Joseph's Regional Medical Center for the services provided by Plaintiff were paid in full. 11. Plaintiff provided the foregoing consulting services to Defendants between November, 2002 and June, 2003. In July, 2003, Plaintiff sent Defendants an invoice for the work performed in conjunction with the Compliance Audits and First Quarter Chart Reviews. The invoice was in the amount of $34,880.00 for 436 hours of work. A true and correct copy of the invoice is attached hereto as Exhibit "B" and incorporated herein by reference. 12. Plaintiff fully and completed complied with the obligations mandated by the Independent Contractor Agreement. 13. Despite Plaintiff s repeated demands, Defendants have failed to pay Ms. Brown for the services rendered and reflected in the invoice attached hereto as Exhibit B. 14. Defendants have breached the Independent Contractor Agreement by failing to pay Plaintiff for the consulting services rendered. 15. The Independent Contractor Agreement specifically provides, at Article X: "If any legal proceedings are necessary to enforce this Independent Contract or any provision thereof shall be brought in the Courts of Pennsylvania having jurisdiction over HMS' business office, the prevailing party in any such litigation shall, in addition to any other relief provided, be entitled to reasonable attorneys' fees." 16. As a result of Defendants' breach, Plaintiff is entitled to damages in the amount of $34,880.00, together with interest, attorneys' fees and costs of suit. WHEREFORE, Plaintiff Kathy Brown respectfully requests that this Honorable Court enter judgment in her favor and against Defendants Joette P. Derricks and Healthcare Management Solutions, Inc. in the amount of $34,880.00 together with interest, costs, attorneys' fees and such other relief as the court deems appropriate. DATE: July 6, 2004 en S. Co ?'s Esquir Attorney ID# :52654 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 VERIFICATION I, Kathy Brown, state that I have read the foregoing COMPLAINT which has been drafted by counsel. The factual statements contained therein are true and correct to the best of my information, knowledge and belief, although the language is that of counsel and, to the extent that the content of the foregoing document is that of counsel, I have relied upon counsel in making this Verification. This statement is made subject to the penalties of 181Pa.C.S.A. Section 4904 relating to unworn falsification to authorities, which provides that if I make knowingly false statements, I may be subject criminal penalties. Date Kat?Srown e CERTIFICATE OF SERVICE I, THOMAS J. CAMPENNI, ESQUIRE, hereby certify that a true and correct copy of the foregoing Preliminary Objections of Defendants Joette P. Derricks and Healthcare Management Solutions, Inc. to Plaintiff's Complaint was served upon all counsel of record by first class mail, postage prepaid, on this 30th day of July, 2004, to the following: Karen S. Coates, Esquire 2215 Forest Hills Drive suite 37 Harrisburg, PA 17112 G -` /? -- - Thomas J. Campenni t? N r> C' . ? r j 2f PRAECIPE FOR LISTING CASE FOR ARGUMENT TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Court. list the within matter for the next Argument KATHY BROWN, V. Plaintiff, JOETTE P. DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC. Defendants. 1 2 State matter to be argued: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY No. 04-CV-3273 Defendants' Preliminary Objections to Plaintiff's Complaint Identify counsel who will argue case: (a) for Plaintiff: Karen S. Coates, Esquire Address: Forest Hills Drive Suite 37 Harrisburg, PA 17112 (b) for Defendants: Daniel T. Brier, Esquire and Thomas J. Campenni, Esquire Address: 425 Spruce Street Suite 200 Scranton, Pennsylvania 18503 3. I will notify all parties in writing within two days that this case has been listed for argument. 4. Argument Court Date: September 22, 2004 Respectfully Submitted, :291? J?;' ?! Daniel T. Brier, Esquire Thomas J. Campenni, Esquire Attorneys for Defendants, Joette P. Derricks and Healthcare Management Solutions, Inc. Dated: August 9, 2004 2 CERTIFICATE OF SERVICE I, THOMAS J. CAMPENNI, ESQUIRE, hereby certify that a true and correct copy of the foregoing Praecipe to List Defendants' Preliminary objections to Plaintiff's Complaint for Argument was served upon all counsel of record by first class mail, postage prepaid, on this 9th day of August, 2004, to the following: Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 Thomas J. Campenni 1 _ ' N Y_I Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 KATHY BROWN, Plaintiff V. HEALTHCARE MANAGEMENT SOLUTIONS, INC. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA NO. 04-CV-3273 CIVIL ACTION-LAW JURY TRIAL DEMANDED AMENDED COMPLAINT Plaintiff Kathy Brown, by and through her counsel, Karen S. Coates, Esquire, asserts the following Complaint against Healthcare Management Solutions, Inc: Plaintiff Kathy Brown is an adult individual currently residing at 652 Ridge Road, Halifax, Dauphin County, Pennsylvania 17032. 2. Defendant Healthcare Management Solutions, Inc. is corporation organized and existing under the laws of the Commonwealth of Pennsylvania having its principal place of business at 3607 Rosemont Avenue, Suite 402, Camp Hill, Cumberland County, Pennsylvania 17011-6943. At all times herein mentioned, Defendant Healthcare Management Solutions, Inc. was in the business of providing consulting, management and training services to physician offices, hospitals, health care providers and other organizations and associations. On November 1, 2002, Plaintiff and Defendant entered into an Independent Contractor Agreement wherein Defendants retained the services of Plaintiff to perform consulting services, as an independent contractor and agreed to pay Plaintiff eight (80) dollars per hour for any and all hours Plaintiff worked on behalf of Healthcare Management Solutions, Inc. A true and correct copy of the Independent Contractor Agreement is attached hereto as Exhibit "A" and incorporated herein by reference. Beginning in November, 2002, pursuant to the terms of the Independent Contractor Agreement, Plaintiff Kathy Brown began providing consulting services to Defendant Healthcare Management Solutions, Inc., which services were specifically directed and required by Defendant. The consulting services provided by Plaintiff to Defendant consisted of Compliance Audits and First Quarter Chart Reviews for medical facilities in Indiana, specifically, Mishawaka and the St. Joseph's Regional Medical Center. Defendant Healthcare Management Solutions, Inc. authorized and accepted the work provided and forwarded the work to the foregoing medical providers. Thereafter, Defendant billed these providers $165.00 per hour for the services performed by Plaintiff. 8. It is believed and therefore averred, that Defendant's invoices to Mishawaka and the St. Joseph's Regional Medical Center for the services provided by Plaintiff were paid in full. 9. Plaintiff provided the foregoing consulting services to Defendant between November, 2002 and June, 2003. In July, 2003, Plaintiff sent Defendant an invoice for the work performed in conjunction with the Compliance Audits and First Quarter Chart 2 Reviews. The invoice was in the amount of $34,880.00 for 436 hours of work. A true and correct copy of the invoice is attached hereto as Exhibit "B" and incorporated herein by reference. 10. Plaintiff fully and completed complied with the obligations mandated by the Independent Contractor Agreement. 11. Despite Plaintiff's repeated demands, Defendant has failed to pay Ms. Brown for the services rendered and reflected in the invoice attached hereto as Exhibit B. 12. Defendant has breached the Independent Contractor Agreement by failing to pay Plaintiff for the consulting services rendered. 13. The Independent Contractor Agreement specifically provides, at Article X: "If any legal proceedings are necessary to enforce this Independent Contract or any provision thereof shall be brought in the Courts of Pennsylvania having jurisdiction over HMS' business office, the prevailing party in any such litigation shall, in addition to any other relief provided, be entitled to reasonable attorneys' fees." 14. As a result of Defendant's breach, Plaintiff is entitled to damages in the amount of $34,880.00, together with interest, attorneys' fees and costs of suit. WHEREFORE, Plaintiff Kathy Brown respectfully requests that this Honorable Court enter judgment in her favor and against Defendant Healthcare Management Solutions, Inc. in the amount of $34,880.00 together with interest, costs, attorneys' fees and such other relief as the court deems 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 DATE: August 19, 2004 Attorney ID# 52654 Independent Contractor Agreement i) i pendent agreement made this j_ day o A,20 day anbetween ?? ww? , an individual residing at ? ?"?/ and HMS, a corporation organized and existing under the aws of the Common ealth of Pennsylvania having its principal place of business 3607 Rosemont Avenue, Suitt: 402, Camp Hill, PA 17011-6943. Whereas, HMS is in the business of providing consulting, management and training services to physician offices, hospitals, health care providers and other organizations and associations. Whereas,-.244 ?d wv represents that he/she has experience, expertise and knowledge working with physicians, hospitals or other health care providers and desires to provide such services to HMS' clients on an independent contractor basis as directed and required by HMS and Whereas, HMS desires to retain the services of/-kf? as an Independent Contractor. Now, therefore, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows: Article I: Services to be Performed During the term of this Agreement and any extension hereof, /hZ!a shall perform in a professional manner consulting services offered by HMS to its its as set forth below: Independent Contractor shall perform these contracted services in a manner consistent with the high professional standards and ethics of HMS. Article II: Terms of Aereement This Agreement shall take effect upon the signing by all parties and. will continue until terminated under the provisions of Article IV hereof. Article HE Comnensaition In exchange for services to be performed by Independent Contractor, HMS will pay Independent Contractor per hour for any and all hours worked by Independent Contractor on behalf of HMS Rates may vary contingent upon the engagement. Variances will be outlined in a separate attachment and signed by both parties. Such amounts shall be paid on a monthly basis in a gross amount. Independent Contractor shall have full liability for payment of all taxes due on such payments, including but not limited to, federal self-employment tax. HMS shall not have any liability for any other expenses or costs incurred by Independent Contractor, which it does not expressly agree to assume in writing. Independent Contractor hereby agrees to indemnify and hold HMS harmless from any and all tax liabilities and payroll deduction liabilities, whether federal, state, or local, arising from any and all payments from HMS to Independent Contractor. Such indemnification shall include any and all interest, penalties, and reasonable attorneys' fees. Independent Contractor shall be entitled to no fringe benefits from HMS, including, but not limited to, health insurance. Independent Contractor shall provide all necessary facilities, office space, and equipment (including automobiles) as shall be necessary for the performance by Independent Contractor of his/her obligations Independent Contractor Agreement - 1 hereunder. Independent Contractor also agrees to cant' appropriate liability insurance, including professional liability insurance, if applicable, on Independent Contractor. All compensation received by Independent Contractor for services in connection with HMS' business shall be the sole property of HMS, and except as specifically provided herein, Independent Contractor agrees not to negotiate or enter into contracts with other persons for the rendition of services, other than as agent for and on behalf of HMS. Nothing in this agreement shall prohibit Independent Contractor from investing or trading in stocks, bonds, commodities, securities or other forms of investment for his/her personal interest, nor prohibit Independent Contractor from serving as an officer or director of another corporation or as a principal in another type of business entity if duties required by that other corporation or other business entity do not interfere with Independent Contractor's employment by Corporation. Article IV: Termination This Agreement shall automatically terminate upon either party's providing thirty (30) days advance written notice of termination of the other. Absent such written notice, this Agreement shall continue in effect. Furthermore, HMS may terminate this Agreement, at its sole discretion without prior notice for fraud, dishonesty, or unacceptable job performance by Independent Contractor. If this Agreement is terminated at the discretion of HMS, Independent Contractor shall receive any amounts due him/her on the date of termination. Article V: Publicity Independent Contractor shall not, without the prior written consent of HMS, in any manner advertise or publish the fact that HMS has entered into this Agreement with Independent Contractor. Article VI: Confidential Information All information supplied to Independent Contractor by HMS or HMS' clients and all work performed by Independent Contractor in connection with this Agreement will be held to be confidential and private, and will not be disclosed by Independent Contractor to anyone other than HMS or its clients. All information provided to Independent Contractor by HMS, pertaining to this Agreement or HMS' services including, but not limited to, HMS' methods of performing such services is confidential and private HMS' information and shall not be disclosed by Independent Contractor to anyone, including clients, without HMS' direction to do so. Article VII: Ownership of Client Records All records of the accounts of clients, and any other records and books relating in any manner whatsoever to the clients of HMS (whether prepared by Independent Contractor or otherwise coming into possession of Independent Contractor) shall be the exclusive property of HMS. All records of accounts, books, documents, or other information prepared by Independent Contractor and relating to HMS clients shall be the exclusive property of HMS. Upon termination of this Agreement, Independent Contractor shall promptly deliver to HMS all manuals, customer lists, data files, software programs, letters, notes, notebooks, reports, and copies thereof, and all other materials of a secret or confidential nature relating to HMS' business and which are in the possession or under the control of Independent Contractor. Independent Contractor Agreement - 2 Article VIII: Severabiilitv All agreements and covenants contained herein are severable and if any of them, with the exception of those contained in Article III, shall be held to be invalid by a competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not herein contained. Article IX: Compliance with Laws Independent Contractor shall comply with all applicable state, federal, and local laws and executive orders and regulations in the performance of his/her services hereunder. Article X: Enforcement of Agreement This Agreement shall not be deemed accepted until received and approved by HMS. Any lawsuits necessary to enforce this Agreement shall be brought in the Pennsylvania court having jurisdiction over HMS office. This Agreement shall be construed and enforced under the laws of the Commonwealth of Pennsylvania. If any legal proceedings are necessary to enforce this. Independent Contract or any provision thereof shall be brought in the Courts of Pennsylvania having jurisdiction over HMS' business office, the prevailing party in any such litigation shall, in addition to any other relief provided, be entitled to reasonable attorneys' fees. JOETTE P. DERRICKS, CEO By By CEO SOLUTIONS, INC. -------------------------------------------------------------- FOR INTERNAL USE ONLY: ? Resume file ? W-9 on file Independent Contractor Agreement - 3 (print name) Kathy Brown Coding & Consulting Services 652 Ridge Road Halifax, PA 17032 Phone 717-896-3208 Bill To: Healthcare Management Solutions 3607 Rosemont Avenue, Suite 402 Camp Hill, PA 17011-6943 For: Consulting Services INVOICE # 109 DATE: 8-26-03 DESCRIPTION AMOUNT Mishawaka Compliance Audit 116 Observation, Outpatient Surgery, Emergency & Physical Therapy Departments 98 Hours @ 80.00 7,840.00 St Joseph Regional Medical Center, Inc Annual Compliance Audit 90 Observation, Outpatient Surgery, Emergency & Ancillary Departments, Plymouth Facility 6,080.00 76 Hours @ 80.00 155 Observation, Outpatient Surgery, Emergency & Ancillary Departments, South Bend Facility 10,560.00 132 Hours @ 80.00 First Quarter Chart Review for St Joseph Regional Medical Center, Inc 153 Emergency Department Records, South Bend/Plymouth/Mishawaka Facilities 10,400.00 130 Hours @ 80.00 In an effort to settle this obligation, 85% of the total balance ($29,648.00) will be accepted as full and final payment if paid by October 15, 2003. After that date, no further discounts will be offered and the total amount will be due. TOTAL Make all checks payable to Kathy Brown if you have any questions concerning this invoice, contact Kathy Brown, Phone: 717-896-3208, Email: Kmbrown58@aol.com THANK YOU FOR YOUR BUSINESSI 34,880.00 CERTIFICATE OF SERVICE AND NOW, this 19th day of August, 2004, I, Karen S. Coates, hereby certify that I served a true and correct copy of the foregoing First Amended Complaint by first class mail, postage pre-paid, at Harrisburg, Pennsylvania, addressed to the following persons: Thomas J. Campenni Myers Brier & Kelly LLP P.O. Box 551 Scranton, PA 18501-0551 (J na ; 1 .,,. " 3 ?. ? .f :- l:i ( t i. . 4 ' i ?1 __? ?,. Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, pA 17112 (717) 541-8299 KATHY BROWN Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PA NO. 04-CV-3273 CIVIL ACTION-LAW HEALTHCARE MANAGEMENT SOLUTIONS, INC. JURY TRIAL DEMANDED PRAECIPE TO ADD VERIFICAT]'ON TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please add the attached verification to the First Amended Complaint filed in the above captioned matter on August 19, 2004. August 27, 2004 "witiey 1.1). #52654 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 Attorney for Plaintiff Kathy Brown VERIFICATION I, Kathy Brown, state that I have read the foregoing, FIRST AMENDED COMPLAINT which has been drafted by counsel. The factual statements contained therein are true and correct to the best of my information, knowledge and belief, although the language is that of counsel and, to the extent that the content of the foregoing document is that of counsel, I have relied upon counsel in making this Verification. This statement is made subject to the penalties of 18 Pa.C.S.A. Section 4904 relating to unsworn falsification to authorities, which provides that if I make knowingly false statements, I may be subject criminal penalties. Dat Kathy Brown 6 CERTIFICATE OF SERVICE AND NOW, this 27th day of August, 2004, I, Karen S. Coates, Esquire, hereby certify that I served a true and correct copy of the foregoing Praecipe to Attach Verification with enclosed verification of Plaintiff Kathy Brown, by first class mail, postage pre-paid, at Harrisburg, Pennsylvania, addressed to the following: Thomas J. Campenni Myers Brier & Kelly, LLP P.O. Box 551 Scranton, PA 18501-0551 o O ? r K? ... " ?r .:; r„ L.? ?f71 3 , ,?? ? , _ _?„ < 'a s r.; ; . < ;=> Yr% N s N ..J (V 1 PROTHONOTARY CUMBERLAND COUNTY COU] CARLISLE, PA 17013 UNDL1-1MT ABLE AS ADDRESSED SEP 03'04 pmi ® .3 7 BE 95 U.B. POBTAGp 0Y3973 OA ? INSUFFICIENT ADDRESS C ? ATTEMPTED NOT KNOWN ? OTHER S NOT DEL IV RABLE AS ADREET DRESSED - UNABLE TO FORWARD, 'H??"u1'lluunl'u?l?lu'?I ??n"u"L?l??ll 9DRE5 PRAECIPE FOR LISTING CASE FOR ARGUMENT TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Court. list the within matter for the next Argument ------------ KATHY BROWN, IN THE COURT OF COMMON PLEAS Plaintiff, OF CUMBERLAND COUNTY V. JOETTE P. DERRICKS and HEALTHCARE MANAGEMENT SOLUTIONS, INC. No. 04-C'V-3273 Defendants. 1 State matter to be argued: Defendants' Preliminary Objection to Plaintiff's Complaint 2 Identify counsel who will argue case: (a) for Plaintiff Address: (b) for Defendants: Karen S. Coates, Esquire Forest Hills Drive Suite 37 Harrisburg, PA 17112 Daniel T. Brier, Esquire and Thomas J. Campenni, Esquire Address: 425 Spruce Street Suite 200 Scranton, Pennsylvania 18503 3. I will notify all parties in writing within two days that this case has been listed for argument. Argument Court Date: November 10, 2004 Respectfully Submitted, Daniel T. Brier, Esquire Thomas J. Campenni, Esquire Attorneys for Defendants, Joette P. Derricks and Healthcare Management Solutions, Inc. Dated: September 16, 2004 CERTIFICATE OF SERVICE I, THOMAS J. CAMPENNI, ESQUIRE, hereby certify that a true and correct copy of the foregoing Praecipe to List Defendants, Preliminary Objections to Plaintiff's Complaint for Argument was served upon all counsel of record by first class mail, postage prepaid, on this 16th day of September, 2004, to the following: Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 Thomas J. Campenni N ;?..? C - r --+ .,?;?: ?...? j??t p` f? K? :-t ....1 ?, ?? ..r5 ?(; _. ?. r? ; ' ! ?? ._ ` TO PLAINTIFF: KATHY BROWN, V. Plaintiff, YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED PRELIMINARY OBJECTION WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. THOMAS J. CAMPENNI, ESQUIRE IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY No. 04-CV-3273 HEALTHCARE MANAGEMENT SOLUTIONS, INC., Defendant DEFENDANT'S PRELIMINARY OBJECTION TO PLAINTIFF'S COMPLAINT Defendant Healthcare Management Solutions, Inc., by and through the undersigned counsel, preliminarily object to Plaintiff's Complaint as follows: I. Preliminary Objection Raising Nonjoinder Of A Necessary Party-Defendant: Pa. R. Civ. P. 1028(a)(5) 1. Parente Randolph, L.L.C. is an essential party to this action, and the Complaint is defective for nonjoinder of a necessary party-defendant. WHEREFORE, Plaintiff's Complaint should be dismissed pursuant to Rule 1028 (a)(5) due to failure to join a necessary party-defendant. Respectfully submitted, Daniel T. Brier, Esquire Thomas J. Campenni, Esquire Attorneys for Defendants, Healthcare Management Solutions, Inc. MYERS, BRIER & KELLY, L.L.P. Suite 200, 425 Spruce Street Scranton, PA 18503 Date: September 16, 2004 2 VSFIrICATION I, JOETTE P. DERRICKS, hereby certify that the facts contained in the foregoing Preliminary Objections to Plaintiff's Complaint are true and correct and are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to uneworn falsification to authorities. J to P. Derricks, Chief Executive ficer of Healthcare Management Solutions, Inc.'' . Date: Q CERTIFICATE OF SERVICE I, THOMAS J. CAMPENNI, ESQUIRE, hereby certify that a true and correct copy of the foregoing Preliminary Objection of Defendant Healthcare Management Solutions, Inc. to Plaintiff's Complaint was served upon all counsel of record by first class mail, postage prepaid, on this 16th day of September, 2004, to the following: Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 Thomas J. Campenni Nca ??__ cn -l __ S- G7 T -n ? ? j - .. C (.?: _ J l?C? i.,-, ?. ? ry .. _ K N < - J - Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 KATHY BROWN, Plaintiff V. HEALTHCARE MANAGEMENT SOLUTIONS, INC. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA NO. 04-CV-3273 CIVIL ACTION-LAW JURY TRIAL DEMANDED PLAINTIFF'S RESPONSE TO DEFENDANT'S PRELIMINARY 01311ECNS AND NOW, comes Plaintiff Kathy Brown, by and through the undersigned counsel and files the within response to Defendant's Preliminary Objections to Plaintiff's Amended Complaint: I. Preliminary Objection Raising Nonjoinder of a Necessary Party Defendant Pursuant to Pa.R.C.P. 1028(a)(5) Denied. It is specifically denied that Parente Randolph, L.L.C. is an essential party to this action and proof is demanded. Complaint arises out of a contract for services entered into between Plaintiff Kathy Brown and Defendant Healthcare Management Solutions, for which Plaintiff has yet to receive payment. Plaintiff submits that Parente Randolph is not a necessary patty to this action. Plaintiff specifically denies that the Amended Complaint is defective for non- By way of further answer, the joinder of a party-defendant and proof is demanded. WHEREFORE Plaintiff Kathy Brown respectfully requests that the Court deny Defendant's Preliminary Objections for failure to Defendant to file join a necessary party and order an Answer to Plaintiff's Amended Complaint. Harrisburg, PA 17112 Attorney for Plaintiff Kathy Brown Date: October 6, 2004 "10 rorest Hills Drive Suite 37 CERTIFICATE OF SERVICE AND NOW, this 6`h day of October, 2004, I, Karen S. Coates, hereby certify that I served a true and correct copy of the foregoing Response to Defendant's Preliminary Objections by first class mail, postage pre-paid, at Harrisburg, Pennsylvania, addressed to the following persons: Thomas J. Campenni Myers Brier & Kelly LLP P.O. Box 551 Scranton, PA 18501-0551 Harrisburg, PA 17112 Attorney for Plaintiff Kathy Brown -lo rorest Hills Drive Suite 37 (y nJ a i CrD KATHY BROWN IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. HEALTHCARE MANAGEMENT SOLUTIONS, INC. NO. 2004 - 3273 CIVIL : CIVIL ACTION - LAW IN RE: DEFENDANT'S PRELIMINARY OBJECTIONS TO PLAINTIFF'S AMENDED COMPLAINT BEFORE HOFFER, P.J., OLER, GUIDO, JJ. ORDER OF COURT AND NOW, this 18TH day of NOVEMBER, 2004, after review of the parties' briefs, Defendant's Preliminary Objections are DISMISSED. 1 e Court, Edward E. Guido, J. /Caren S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, Pa. 17112 Xomas Campenni, Esquire 425 Spruce Street - Suite 200 P.O. Box 551 Scranton, Pa. 18501 : sld I ?? - ... '? k, ?.j}=,. ?? ?;".? ???; To Plaintiff: KATHY BROWN, Plaintiff, V. HEALTHCARE MANAGEMENT SOLUTIONS, INC., Defendant. You are hereby notified to file a written response to the enclosed New Matter within twenty (20) days from service hereof or a judgment may be entered against you. Daniel T. Brier, Esquire Thomas J. Campenni, Esquire IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY No. 04-CW-3273 DEFENDANT'S ANSWER & NEW MATTER TO PLAINTIFF'S AMENDED COMPLAINT Defendant Healthcare Management Solutions, Inc. ("Defendant") hereby responds to Plaintiff ]Kathy Brown's ("Plaintiff") Amended Complaint as follows: 1. Denied. After reasonable investigation, Defendant lacks knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in this paragraph. 2. Admitted. 3. Admitted. 4. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. Moreover, the Independent Contractor Agreement, being in writing, speaks for itself. 5. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. Moreover, the Independent Contractor Agreement, being in writing, speaks for itself. By way of further response, Defendant specifically denies that it directed and required Kathy Brown to perform consulting services as set forth in Plaintiff's Amended Complaint. Rather, upon information and belief, the services performed by Plaintiff, if any, were performed at the request and direction of Andrei Costantino. 6. Denied. The allegations in -:his paragraph are conclusions of law to which no responsive pleading is required. By way of further response, Defendant specifically denies that it directed Plaintiff to perform consulting services for medical facilities in Indiana, particularly 2 Mishawaka and the St. Joseph's Regional Medical Center. 7. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. By way of further response, Defendant specifically denies that it authorized and accepted the work referenced in paragraph 7, or that it billed various medical providers for the services allegedly performed by Plaintiff as set forth in the Amended Complaint. 8. Denied as stated. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. Moreover, the invoices, being writing, speak for themselves. 9. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. Moreover, the invoice, being in writing, speaks for itself. By way of further response, it is specifically denied that Plaintiff performed consulting services at the direction of Defendant as alleged in the Amended Complaint. 10. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. By way of further response, upon information and 3 belief, Plaintiff was contractually prohibited from competing with her former employer Parente Randolph, P.C. Plaintiff was, therefore, unable to lawfully comply with the Independent Contractor Agreement. 11. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. Moreover, the invoice, being in writing, speaks for itself. 12. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. In addition, the allegations of paragraph 10 above are incorporated herein by reference. 13. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. Moreover, the Independent Contractor Agreement, being in writing, speaks for itself. 14. Denied. The allegations in this paragraph are conclusions of law to which no responsive pleading is required. 4 NEW MATTER In further response to Plaintiff's Amended Complaint, Defendant asserts the following new matter: 15. Paragraphs 1 through 14 of this Answer & New Matter are incorporated by reference as if set forth fully herein. 16. Plaintiff's claims are barred by the applicable statute of limitations. 17. Plaintiff's Amended Complaint fails to state a claim upon which relief may be granted. 18. Plaintiff's Amended Complaint is barred based on satisfaction, settlement, and agreement. 19. Plaintiff's Amended Complaint is barred by the doctrines of laches, estoppel, waiver and unclean hands. 20. Plaintiff's claims are barred, in whole or in part, by the doctrine of set-off. 21. Plaintiff's claims are barred, in whole or in part, by the doctrine of justification. 22. Plaintiff's claims are barred by the economic 5 loss doctrine. 23. Plaintiff's claims are barred by the lack of privity between Plaintiff and Defendant. 24. Plaintiff's claims are barred by the doctrine of unjust enrichment. 25. Plaintiff's claims are barred by the doctrine of illegality. 26. Plaintiff's claims are unenforceable as matter of law. 27. Plaintiff did not have the authority to perform the work alleged in the Amended Complaint. 28. If Plaintiff has sustained any damages as alleged in the Amended Complaint, such damages were due solely to the actions or omissions of Plaintiff and were not due to any actions or omissions of Defendant. 6 WHEREFORE, Defendant Healthcare Management Solutions, Inc. demands judgment in its favor and against Plaintiff Kathy Brown, plus cost of suit, a-:torneys' fees and such other relief as this Court deems just. Respectfully submitted, Daniel T. Brier, Esquire Thomas J. Campenni, Esquire Attorneys for Defendant, Healthcare Management Solutions, Inc. MYERS, BRIER & KELLY, L.L.P. Suite 200, 425 Spruce Street Scranton, PA 18503 Date: December 7, 2004 7 I, JOETTE P. DERRICKS, hereby c:e.L1 .:7y that the facts con :. ie i in the foregoing Answer and New 144 to Pla.: ,.1. i. f E' s Amended Complaint are true arid v.:s:::--ect and are matt: .it jest to the penalties of 18 Pa. C.S.A. S 4904 .:elating to . ric cn falsification to authorities. t• P. Derric:ks,1.'hief Exec.,utive icer of Heal thac :* Management utions, Inc. Dat i CERTIFICATE OF SERVICE' I, THOMAS J. CAMPENNI, ESQUIRE, hereby certify that a true and correct copy of the foregoing Answer and New Matter to Plaintiff's Amended Complaint was served upon all counsel of record by first class mail, postage prepaid, on this 7th day of December, 2004, to the following: Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 Thomas J. Campenni Co i;1 } Karen S. Coates, Esquire 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 KATHY BROWN, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNA V. NO. 04-CV-3273 CIVIL ACTION-LAW HEALTHCARE MANAGEMENT : SOLUTIONS, INC. JURY TRIAL DEMANDED PLAINTIFF'S REPLY TO NEW MATTER AND NOW, comes the Plaintiff, Kathy Brown, by and through her attorney, Karen S. Coates, Esquire, and files the following response to Defendant's New Matter: 15. Paragraphs 1 through 14 of Plaintiffs Amended Complaint are herein incorporated by reference as if fully set forth at length. 16. Denied. The averments of Paragraph 16 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiff s claims are barred by the statute of limitations and proof is demanded. 17. Denied. The averments of Paragraph 17 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiffs Amended Complaint fails to state a claim upon which relief may be granted and proof is demanded. 18. Denied. The averments of Paragraph 18 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiffs Amended Complaint is barred based on satisfaction, settlement and agreement and proof is demanded. To the contrary, Plaintiffs claims against Healthcare Management Solutions, Inc. remain outstanding and have riot, in any way, been satisfied or otherwise settled. 19. Denied. The averments of Paragraph 19 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiff s Amended Complaint is barred by the doctrine of laches, estoppel, waiver and unclean hands and proof is demanded. 20. Denied. The averments of Paragraph 20 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiff's claims are barred, in whole or in part, by the doctrine of set-off and proof is demanded. 21. Denied. The averments of Paragraph 21 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiffs claims are barred, in whole or in part, by the doctrine of justification and proof is demanded. 22. Denied. The averments of Paragraph 22 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiff s claims are barred by the economic loss doctrine and proof is demanded. 23. Denied. The averments of Paragraph 23 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiff's claims are barred by the lack of privity between Plaintiff and Defendant and proof is demanded. To the contrary, the parties are, in fact, in privity based upon the Independent Contractor Agreement. 24. Denied. The averments of Paragraph 24 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiff's claims are barred by the doctrine of unjust enrichment and proof is demanded. 25. Denied. The averments of Paragraph 25 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiff's claims are barred by the doctrine of illegality and proof is demanded. 26. Denied. The averments of Paragraph 26 constitute legal conclusions to which no response is required. By way of further answer, it is specifically denied that Plaintiffs claims are unenforceable as a matter of law and proof is demanded. 27. Denied. The averments of Paragraph 27 constitute legal conclusions to which no response is required. By way of further answer., it is specifically denied that Plaintiff did not have the authority to perform the work alleged in the Amended Complaint and proof is demanded. 28. Denied. The averments of Paragraph 28 constitute legal conclusions tot which no response is required. By way of further answer, it is specifically denied that the damages sustained by the Plaintiff were in any way due solely to the actions or omissions of Plaintiff and proof is demanded. To the contrary, Plaintiffs damages were sustained solely and directly as a result of Defendant's failure to pay for services rendered by Plaintiff, which failure constitutes a breach of the Independent Contractor Agreement. WHEREFORE, Plaintiff Kathy Brown respectfully requests that Defendant's New Matter be dismissed and judgment be entered in her favor and against Defendant Healthcare Management Solutions, Inc. DATE: Decembe_ , 2004 Attorney for Plaintiff 2215 Forest Hills Drive Suite 37 Harrisburg, PA 17112 (717) 541-8299 CERTIFICATE OF SERVICE AND NOW, thi/? day of December, 2004, I, Karen S. Coates, hereby certify that I served a true and correct copy of the foregoing Plaintiffs Reply to New Matter by first class mail, postage pre-paid, at Harrisburg, Pennsylvania, addressed to the following persons: Thomas J. Campenni Myers Brier & Kelly LLP P.O. Box 551 Scranton, PA 18501-0551 K en S. Cod Esquire r..? ? .? _. y_ .... •."t "'d "Y? _ ?--t 1 ?,-. ., 1 ± --? Renee K. Simpson Deputy Prothonotary Curtis R. Long prothonotary office of the pr(itbonotarr (Cumbertanb CautttP John E. Slike Solicitor CIVIL TERM ORDER OF TERMINATION OF COURT CASES TH OF NOVEMBER 2007 AFTER MAELIN HE OAT OVEOF AND NOW THIS 5 DAY RECEIVING NO REgPONS INTENTION TO PROCEED AND WITH PRENDICE IN ACCORDANCE WITH PA CASE IS HEREBY TERMINATTD R C P 230.2• BY THE COURT' CURTIS R. LONG PROTHONOTARY re • Carlisle, Pennsylvania 17013 • (717) 240-6195 • Fax (717) 240-6573 One Courthouse Squa