Loading...
HomeMy WebLinkAbout02-0120 IN THE COURT OF COMMON PLEAS OF CUMBEPd_AND COUNTY, PENNSYLVANIA LAWRENCE C. HABER, Plaintiff HSC RESIDUARY CORPORATION, Defendant Civil Action - Law No.: JURY NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty 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 fm d~er 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 fights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TF,I,EPHONE THE OFFICE SET FORTH BFJ.OW TO FIND OUT WHERE YOU CAN GET LEGAL HFJ.P. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA LAWRENCE C. HABER, Plaintiff HSC RESIDUARY CORPORATION, Defendant Civil Action - Law No.:i o2 d TRU, COMPLAINT PARTIES AND JURISDICTION 1. The Plaintiff is Lawrence C. Haber, an adult individual who, at all times relevant hereto, resided at 23 Surrey I.at~e, Mechanicsburgo Cumberland County, Pennsylvania 17055. 2. The HSC Residuary Corporation, the Defendant, (hereinafter "HSCRC"), is a Pennsylvania corporation with registered address for service reasonably believed to be in care of Martson, Deardorff, Williams & Otto, ATrN: Benjamin T Warner, Esq., 10 E High St., Carlisle, Cumberland County, Pennsylvania 17013. 3. This court has jurischction over this matter pursuant to Section 260.9a of the Pennsylvania Wage Payment and Collection Law, 43 P.S. Section 260 et seq. VENUE 4. Paragraphs 1-3 are incorporated herein by reference. 5. Venue is proper in this court because the cause of action arose in Cumberland County. FACTS 6. Paragraphs 1-5 are incorporated herein by reference. 7. Plaintiff began working for The Stevens Center ("TSC") on or about January 1991. 8. Plaintiffs employment was tem~inated for economic reasons on or about May 2000. 9. At the time of the termination, Plaintiffwas the president and CEO of TSC. His annu~llzed salary was $103,744.80. 10. In addition to a salary, TSC had paid for the leasing and maintenance of an automobile for Plaintiff's use. In March 2000, TSC suddenly ceased payments, and Plaintiff made the following payments on behalf of TSC: 3/23/00 $417.26 4/16/00 $416.31 5/19/00 $816.59 11. Sometime prior to Plaintiff's termination, Plaintff had a conversation with TSC's Board President, Laurie Kalinak. At that time, Ms. Kalinak explained to Plaintiff that the Board of Directors would be terminating him, but that he would be paid any mused vacation pay, as well as 60 days severance pay, in consideration of all his years of good work. 12. This promise was confirmed in writing on 6/15/00 by TSC's treasurer, James D. Flower, Jr., wherein he stated that he was "authorized by the President of the Board to confirm the Board's decision concerning termination pay." The promise to pay out unused vacation pay as well as 60 days termination pay was reiterated therein. A true and correct copy of that correspondence is attached hereto as Exhibit A. 13. By correspondence of 6/27/00, Plaintiff acknowledged Attorney Flower's correspondence, and offered to accept the severance pay in bi-monthly installments, as opposed to a one-time payment, because he was aware of TSC's financial problems. At that time he asked for clarification on the method of payment. A mae and correct copy of that correspondence is attached hereto as Exhibit B. 14. TSC failed to reply to Plaintiff's inquiries. Plaintiff followed with additional written requests for the promised severance pay, among other matters, by correspondence dated 7/26/00 and 9/4/00. A ~-ue and correct copy of each letter is attached hereto as Exhibits C and D. 15. Upon information and belief, TSC was reorganized, whereby it was divided into two separate entities: Stevens Center and HSC Residuary Corporation. This division occurred as part of an Agreement of Acquisition entered into on or about 11/16/00. As part of that Agreement, the parties agreed that certain assets and liabilities would be assigned to and vested in HSCRC, including the claims of Plaintiff. 16. Plaintiff made one last request in writing for the unpaid amounts, through legal counsel, by letter dated 9/16/00. COUNT I - PENNSYLVANIA WAGE PAYMENT AND COl J.F. CTION LAW 17. Paragraphs 1-16 are incorporated herein by reference. 18. Defendant TSC, at all times relevant to this suit, was an employer as defined by 43 P.S. Section 260.2a. 19. Defendant TSC promised Plaintiff severance pay equal to 60 days pay. Additionally, Defendant TSC had provided Plaintiffwith a leased automobile as a additional fringe benefit or wage supplement as defined by 43 P.S. Section 260.2a. 20. Severance or, "separation" pay, c~rnes within the definition of "Fringe benefits or wage supplements" as defined by 43 P.S. Section 260.2a. 21. Plaintiff made a written demand for the severance pay on 6/27/00, 7/26/00, 9/4/00 and through counsel on 9/16/00. 22. Such payments, to date, remain unpaid. 23. Therefore, Defendant TSC has violated the PA Wage Payment and Collection Law by withholding the promised wage supplements. 24. Defendant HSCRC is therefore liable to Plaintiff for such promised, but unpaid REMEDIES 25. Paragraphs 1-24 are incorporated herein by reference. 26. WHEREFORE, Plaintiff requests the Court to award the following, an amount expected to be in excess of $25,000: a. Payment of the 60 days pay; b. Reimbursement for the automobile-related expenses Plaintiff paid on behalf of Defendant TSC; c. Statutory interest on (a) and (b); d. Liquidated damages pursuant to 43 P.S. Section 260.10; e. Attorney fees and costs of litigation pursuant to 43 P.S. Section 260.9a(f). Respectfully submitted, Fred Hait & Associates, P.C. Attorneys for Plaintiffs tBri~ J Puhala Atty ID: 52677 17 E. High Street, Suite 101 Carlisle, PA 17013 (717) 249-4500 (717) 249-2411 (fax) JAMES D. PLOWER ~IES D. PLO~ jR. CAROL J. LINDSAY THOMAS E. FLO~gEK LA~ OI~CES FLOWER, FLOWER & LINDSAY A PROFESSIONAL CORPORATION 11 EAST HIGH STREET CARLISLE, PE~SYLVA~A 17013-~016 (717) 24.1-5513 FAX: (717) 243-6510 FFl.,Esq~raoLcom June 15,2000 Dr. Lawrence C. Haber 23 Surrey Lane Mechanicsburg, PA 17055 RE: The Stevens Center Dear Larry: I have been authorized by the President of the Board to confirm the Board's decision · concerning termination pay. We understand that you have vacation pay which is currently in the process of being paid out to you, and which will be paid in full. The Board also wishes to pay'you 60 days te,,,,ination pay in deference to the many years of sen/ice which you gave to the Stevens Center and to wish you well in whichever new endeavor you wish to pursue. Although we would like to pay this immediately, we aro presently under groat financial pressure and our first priodty must be the employees who continue to work for the Stevens Center. The Board consequently intends to pay the 60 days severance pay as soon as it is financial feasible, which we hope will be in the near future. Several of the staff currently at the Center have complained that they felt a recent visit by you to the Center was dis~,Jptive. With tensions and emotions high at the Center, we would ask you not to visit the Center at this time. · Very truly yours, FLOWER, FLOWER & LINDSAY, P.C. messeD. Flower, Jr. JDFjr/tjb cc: Laurie Kalinak Member of Board of Directors La~/rehce' Haber, Ph.D. 23 Surrey Lane Mechanicsburg, PA 17050 June 27,2000 Lee Cavanaugh Administrative Director The Stevens Center 33 State Avenue Carlisle, PA 17013 Re: Cobra and Severance Pay Questions Dear Mr. Cavanaugh: I want to make sure that there is no interruption of my health insurance. It is my understanding that the Center was covering the cost of my insurance until July 2, 2000 and that my wife's coverage was being deducted from my vacation pay. I have requested that under Cobra she and I be switched to individual coverage. I need to know the amount of premium we are to pay and when it is due. I believe I am near the end of my accrued vacation pay. I would like to know when this pay would be running out. I have been informed by the Board in a letter from Jim Flowers, Jr., that the Board has agreed to sixty days severance or termination pay. I have indicated to him that because of the Center's cash flow, I would be willing to accept this severance on a bi- monthly basis rather than a lump sum, similar to the way I received my vacation pay. I would like to know the Center's intentions as to which method will be utilized. Is severance pay considered salary for IRS purposes? That is to say will I be receiving a payroll check or a payable one? Thank you for your attention to this matter. Lawrence Haber CC: Sheila Fox Jim Flower, Jr. Law~eitce'Haber, Ph.D. 23 Surrey Lane Mechanicsburg, PA 17050 July 26, 2000 Lcc Cavanaugh Administrative Director The Stevens Center 33 State Avenue Carlisle, PA 17013 Re: Cobra and Severance Pay Questions Dear Mr. Cavanaugh: I have left three (3) messages over the last two (2) weeks requesting the following information. I would appreciate the courtesy of a reply. For the paydate of July 15~ I received only one check from the Center not the two I no~-~ally receive and for an amount lower than my previous checks. There was no explanation of the reason and I would like it explained or corrected. I have never been informed of the amount of premium I am to pay and when it is due for my Cobra Coverage. Please inform me of such so that I may make the appropriate arrangements. 3. I would like to know the status of my severance pay, I would like to know when it will be paid and if it will be paid as a lump sum or in bi-weekly installments. Thank you for your attention to this matter. Lawrence Haber CC: Sheila Fox Jim Flower, Jr. EXHIBIT Lawrence Hal)er, Ph.D. 23 Surrey Lane Mechanicsburg, PA 17050 September 4, 2000 Jim Flower, Jr. Attorney-at-Law 11E. High Street Carlisle, PA 17013 Dear Jim: On July 26th I wrote the Stevens Center a letter, which was copied to you concerning several questions that I had about my health insurance and severance. The letter was written after a number of phone calls went unanswered. I have never received a reply to my phone calls or letter. I spoke with you at Rotary in Mid August and you said that you would see that I would receive an answer to my questions. I still have not received any communication answering my questions. Today, my health coverage was refused at the pharmacy as no longer in effect and furthermore the cancellation was effective at the beginning of July. I have repeatedly asked what the Cobra premium is, when it is due and to whom and where I should send a check. While I realize things have been chaotic at the Center and I have bccn patient in waiting to resolve the severance issue, I cannot afford to be without Health Coverage for my wife and myself. I would greatly appreciate your intervention. Please speak with me at your earliest. I would hate to have to engage legal counsel to protect and enforce my rights. I am attaching a copy of the original letter for your information. Lawrence Haber, Ph.D. [717] 576-1379 [717] 766-5985 Home [717] 796-0980 Fax Ichaber@bellatlanflc. net AFFIDAVIT I verify that any facts not of record set forth in the foregoing Comphint are true and correct to the best of my knowledge, information and belief. I acknowledge that any false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 rehting to unswom falsification to authorities. Date Lawrence C. Haber SHERIFF, S RETURN - REGULAR CASE NO: 2002-00120 p COMMONWEALTH OF PENNSYLVANIA: · COUNTy OF CUMBERLAND HABER LAWRENCE C VS HSC RES/DUARY CORPORATION ~ARLISLE, PA 17013 RICHARD SMITH __, Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly SWorn aCCording to law, Says, the within COMPLAINT & NOTICE HSC RESIDUARY CORPORATION was Served Upon DEFENDANT the __, at 0810:00 HOURs, on the 17th day of Janu_~_~, 200~2 at MDW&o ~ 10 E HIGH STREET NICKY MYERS, SEC by handing to a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing He____r attention to the contents thereof. Sheriff,s Costs: Docketing Service Affidavit Surcharge 18.00 3.45 .00 10.00 _ .00 31.45 Sworn and Subscribed to before me this R~r~ ~ ~ ~ aay of ~D_~ A.D. So Answers: 01/18/2002 & AS SOyL/ BY:~~~r~ LAWRENCE C. HABER, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-0120 CIVIL TERM H.S.C. RESIDUARY CORPORATION, Defendant CIVIL ACTION-LAW JURY TRIAL DEMANDED DEFENDANT'S PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT TO: LAWRENCE C. HABER~ Plaintiff, and his attorneys, FRED HAIT & ASSOCIATES, P.C. YOU ARE HEREBy NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED PRELIMINARY OBJECTIONS WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGEMENT MAY BE ENTERED AGAINST YOU. AND NOW, comes Defendant, the H.S.C. Residuav/Corporation, formerly known as The ~es mese *'reununary Objections to Plaintiff's Complaint, and in support thereof, avers as foll'ows: I. MOTION TO STR/KE. IMPROPER SERVICE 1. On or about January 9, 2002, Plaintiff filed a complaint against Defendant alleging violations of the Pennsylvania Wage Payment and Collection Law and seeking damages in excess of $25,000.00 plus other relie£ 2. On or about January 17, 2002, Plaintiff's Complaint was served upon Defendant's counsel located at Ten East High Street, Carlisle, PA 17013. 3. Plaintiff alleges that the registered office of Defendant is in the care of Martson DeardorffWilliams & Otto, Attn: Benjamin T. Warner, Esq., Ten East High Street, Carlisle, PA 17013. 4. Pa. R.C.P. 424 requires service of original process pon a corporation or similar entity shall be made by handing a copy to any of the following persons... (1) an executive officer, 10. 11. 12. benefit plan. 13. partner or trustee of the corporation or similar entity, or (2) the manager, clerk or other person for the time being in charge of any regular place of business or activity of the corporation or similar entity, or (3) an agent authorized by the corporation or similar entity in writing to receive service of process for it." 5. Plaintiff's place of service on Defendant at the offices ofMartson DeardorffWilliams & Otto does not meet any of the requirements of Pa. R.C.P. 424. 6. The officers, attorneys and staffofMartson DeardorffWilliams & Otto have not been authorized, verbally or in writing, to accept any service of process on behalf of Defendant. 7. Pa. R.C.P. 1028(a)(1) provides that a defendant may object to a pleading because of,, inter alia, its improper service of a writ of summons or a complaint. 8. Pa. R.C.p. 1028(a)(2) provides that a defendant may object to a pleading because of its lack of conformity to a rule of court. 9. The Plaintiff's Complaint fails to comply with the proper requirements of service of process on a corporation or similar entity and falls to conform to the Pennsylvania Rules of Civil Procedure, including Pa. R.C.P. 424, and the Complaint must therefore be stricken and dismissed. WHEREFORE, Defendant H.S.C. Residuary Corporation respectfully requests this Honorable Court to strike and dismiss Plaintiff's Complaint, with prejudice, as to Defendant. H. DEMURRER Prelimin Ob'ection Raisin Le al Insufficienc of Plaintiff's Corn laint Paragraphs 1 through 9 are incorporated herein by reference as if fully set forth. lalntiff's clmm for severance pay" does not arise from any employment contract. Plaintiff's claim for "severance pay" does not arise from any specific employee Plaintiff's claim, should one exist, arises solely upon the letter attached to his Complaint as Exhibit 'A". 14. Plaintiff's claim for severance pay does not arise to the level of wages or fringe benefits as encompassed pursuant to the Pennsylvania Wage Payment and Collection Law. 2 15. As PlaintiWs claim for severance pay is not covered by the Pennsylvania Wage Payment and Collection Law, Plaintiffis not entitled to the statutory remedies of liquidated damages, attorney fees, costs and statutory interest. WHEREFORE, Defendant respectfully requests this Honorable Court to enter an order sustaining Defendant's Preliminary Objections and dismiss PlaintifFs Complaint with prejudice as to Defendant. Respectfully submitted, Date: February_~ 2002 MARTSON DEARDORFF WILLIAMS & OTTO Iv~ V. Otto, I~~;~-~. Pa ID No. 27763 Mark A. Deniinger Pa ID No. 83794 Ten East High Street Carlisle, PA 17013 -3093 (717) 243-3341 Attorneys for Defendant 3 C~ERTIFICATE OF SERVICE I, Jacqueline A. Decker, an authorized agent ofMartson DeardorffWilliams & Otto, hereby certify that a copy of the foregoing Defendant's Preliminary Objections to Plaintiff's Complaint was served this date by depositing same in the Post Office at Carlisle, PA, first class mai[ postage prepaid, addressed as follows: Brian J. Puhala, Esquire Fred Hait & Associates, P.C. 17 East High Street, Suite 101 Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO /~q~'ne A. Decker v I en~ast High Street ' Carlisle, PA 17013 (717) 243-3341 Dated: February ~ 2002 4 Brian J Puhala, Esq. ID# 52677 Attorney for Plaintiff Fred Halt & Associates, P.C. 17 E High St STE 101 Carlisle, PA 17013 (717) 249-4500 249-2411 (fax) pajoblawbp@aol.com IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA LAWRENCE C HABER, Plaintiff No. 02-120 Civil Civil Action--Law HSC RESIDUARY CORPORATION, Defendants 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle PA 17013 (717) 249-3166 (800) 990-9108 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA LAWRENCE C. HABER, Plaintiff HSC RESIDUARY CORPORATION, Defendant Civil Action - Law No.: 02-120 Civil JURY TRIAL DEMANDED AMENDED COMPLAINT PARTIES AND JURISDICTION l. The Plaintiff is Lawrence C. Haber, an adult individual who, at all times relevant hereto, resided at 23 Surrey Lane, Mechanicsburg, Cumberland County, Pennsylvania 17055. 2. The HSC Residuary Corporation, the Defendant, (hereinafter "HSCRC"), is a Pennsylvania corporation reasonably believed to be located at the following address for service: c/o Martson, Deardorff, Williams & Otto, ATTN: Benjamin T Warner, Esq., 10 E High St., Carlisle, Cumberland County, Pennsylvania 17013. 3. The HSC Residuary Corporation is the surviving corporation from the division of the Stevens Center pursuant to Articles of Division - Nonprofit Corporation filed with the Department of State for the Commonwealth of Pennsylvania. In the Articles of Division, it was noted that the dividing corporation would survive the division, "and shall undergo a name change and be known as: HSC Residuary Corporation" in care of Martson, Deardorff, Williams and Otto. See, Articles of Division attached to and incorporated herein by reference as Exhibit A. The HSC Residuary Corporation did not file a registered address for service with the Corporation Bureau of the Department of State for the Commonwealth of Pennsylvania. 6. This court has jurisdiction over this matter pursuant to Section 260.9a of the Pennsylvania Wage Payment and Collection Law, 43 P.S. Section 260 et seq. VENUE 7. Paragraphs 1-3 are incorporated herein by reference. 8. Venue is proper in this court because the cause of action arose in Cumberland County. FACTS 9. Paragraphs 1-5 are incorporated herein by reference. 10. Plaintiff began working for The Stevens Center ("TSC") on or about January 1991. 11. Plaintiff's employment was terminated for economic reasons on or about May 2000. 12. At the time of the termination, Plaintiffwas the president and CEO of TSC. His annualized salary was $103,744.80. 13. In addition to a salary, TSC had paid for the leasing and maintenance of an automobile for Plaintiff's use. In March 2000, TSC suddeuly ceased payments, and Plaintiff made the following payments on behalf of TSC: 3/23/00 $417.26 4/16/00 $416.31 5/19/00 $816.59 14. Sometime prior to Plaintiff's termination, Plaintiff had a conversation with TSC's Board President, Laurie Kalinak. At that time, Ms. Kalinak explained to Plaintiff that the Board of Directors would be terminating him, but that he would be paid any unused vacation pay, as well as 60 days severance pay, in consideration of all his years of good work. 15. This promise was confirmed in writing on 6/15/00 by TSC's treasurer, James D. Flower, Jr., wherein he stated that he was "authorized by the President of the Board to confixm the Board's decision concerning termination pay." The promise to pay out unused vacation pay as well as 60 days termination pay was reiterated therein. A true and correct copy of that correspondence is attached hereto as Exhibit B. 16. By correspondence of 6/27/00, Plaintiff acknowledged Attorney Flower's correspondence, and offered to accept the severance pay in hi-monthly installments, as opposed to a one-time payment, because he was aware of TSC's financial problems. At that time he asked for clarification on the method of payment. A true and correct copy of that correspondence is attached hereto as Exhibit C. 17. TSC failed to reply to Plaintiffs inquiries. Plaintiff followed with additional written requests for the promised severance pay, among other matters, by correspondence dated 7/26/00 and 9/4/00. A true and correct copy of each letter is attached hereto as Exhibits D and E. 18. Upon information and belief, TSC was reorganized, whereby it was divided into two separate entities: Stevens Center and HSC Residuary Corporation. This division occurred as part of an Agreement of Acquisition entered into on or about 11/16/00. As part of that Agreement, the parties agreed that certain assets and liabilities would be assigned to and vested in HSCRC, including the claims of Plaintiff. 19. Plainfiffmade one last request in writing for the unpaid amounts, through legal counsel, by letter dated 9/16/00. COUNT I - PENNSYLVANIA WAGE PAYMENT AND COLIJ~CTION LAw 20. Paragraphs 1-16 are incorporated herein by reference. 21. Defendant TSC, at all times relevant to this suit, was an employer as defined by 43 P.S. Section 260.2a. 22. Defendant TSC promised Plaintiff severance pay equal to 60 days pay. Additionally, Defendant TSC had provided Plaintiff xvith a leased automobile as a additional fringe benefit or wage supplement as defined by 43 P.S. Section 260.2a. 23. Severance or, "separation" pay, comes within the definition of"Fringe benefits or wage supplements" as defined by 43 P.S. Section 260.2a. 24. Plainfiffmade a written demand for the severance pay on 6/27/00, 7/26/00, 9/4/00 and through counsel on 9/16/00. 25. Such payments, to date, remain unpaid. 26. Therefore, Defendant TSC has violated the PA Wage Payment and Collection Law by withholding the promised wage supplements. 27. Defendant HSCRC is therefore liable to Plaintiff for such promised, but unpaid REMEDIES 28. Paragraphs 1-24 are incorporated herein by reference. 29. WHEREFORE, Plaintiff requests the Court to award the following, an amount expected to be in excess of $25,000: a. Payment of the 60 days pay; b. Reimbursement for the automobile-related expenses Plaintiff paid on behalf of Defendant TSC; c. Statutory interest on (a) and Co); d. Liquidated damages pursuant to 43 P.S. Section 260.10; e. Attorney fees and costs of litigation pursuant to 43 P.S. Section 260.9a(t). Respectfully submitted, Fred Halt & Associates, P.C. Attorneys for Plaintiffs Brian J Puhala Atty ID: 52677 17 E. High Street, Suite 101 Carlisle, PA 17013 (717) 2494500 (717) 249-2411 (fax) Micro r~m Number Entity Number ~led 'Mfh the Deptnmen, of Stare on Sec.°efery o¢ the Commonwealth - ~ ARTICLE.~ OF DIVISiON-NONPROFiT CORPORATION D~C=5:]5-5954 IRev ?0] In camDIJance with the requirements of 15 Po.C.I ~ 5954 ~rel~ting to ~ic~es of dJvis/cn] the undersigneC business cc~oraffon, des~ng o effeco d v~saon, hereoy pates tha~ 1. ~e n~me of the ~vid~ng co.ora/ion is: ST~s CENTER 2. (Check and complete one o¢ the following}: ~e dlwo~ng ccrPorc:Ticn ~s ~ domestic nan~rofi, co~orotion ~nd ~e ~o) ~ddre~ of ~ · - ~cmmonwecJfh or lb} npme of ifs ccmmer~;~ -~:-*--~ ~ . ts cuffenT rec~s,erec o~fic~ in '~ is hereby authorized to ca~ec, the following info.arian to confc~ to the records of ~he Oepc~menrJ: ....... , ,W or venue ~s ~the OepC~menr Number and Street ~S~%~Z& 170~3 C~E~%~ City State ZJo County lb] c/o: ' Name of Ccmmerciai Registered 0~fder ~%r, ~c~rP. oCn~s~cn~reprezented by Q commerc!c, registered oh~ce ,revide, : i County ~ $ ac-ted ,ct venue and or§del publication pu~ose~ he c unW n (bi sh~l =e teemed 'he ccun~in which the ~Tne dividing corporation is a quarried foreign nonprofit co~oroficn Jnco~croted under the !Gws c~ an~ the (o} ~ddre~ of ifs ogden, registered offics in ~hB ~ommonweclfh cr (b] n~me o~ ifs COmmerc~reaistered offics provider ond the coun~ of venue is (the Dep~ment is hereby authorized ~o cc~ect ~he ~clJowing information tO confo~ to ~he rea=fda of the Deponent]: Number and Street City State Dc ---'------- lb) c/c: · Ccun~ Ncme of Commerdoi Registered Office Provider Ccunh/ For a c-crporc~cn represented by e commer~at r~tered office provider, the COun~ [n (b] shall be deemed the ccun~ in which ;he co.oration is located for venue ~nd o~d~ ~ubl/ca~on pu~oses. ~e dividing cor~orc~on is o nonquolified foreign handrail, c~orotion inco~crc~ed under the ~aws of and the address of [t~ Principal office under the Jaws of such domiciling~ judsdJcffon is: Number and Street City State 3. The~stcfgfe by or under which if wcs mccrporafed is: Act of April 29, 1874 z. ThedcteotifsinccrpcrcTcnis: H~zch ;[5, 1932 as ~elEa=e &~soc±~8~.oE s. (¢hec~ o~e ofthe falowing) XX The dividin.c corporation wil! sUrVive the division, and Shall undergo a Residuary Corporation c/o Martson, Deardorff, Wiliiam~ & Otto __The dividing C0rp0rQfi0n will n0f su~ive rne division. Esquire, Ten Eas' The name and the address of the registered office '~ this Commonwealth 3r name of its commercial r~ provider o7 each new domestic nonprofit cor~oreTiOn and oualified foreign nonprofit ¢ · division are c~s follows: Addre~ of Registered Office or Name af Commercial Registered Office Provider 33 STATE AVE_NUE Cod 7. (Check and if appropriate complete, one of the h311owing): XX Th '" __ e Dion of division shall be effective UPOn filing these Articles of Division in the DeDad.ment of Store ~The plan of division shall be effective on: aT ~ Bate 8. (Cheok one of the following): __The dividing corporation is c domestic nonprofit Comoration and the Dian of divlsior wes aooprea ~v action Of?h~. members (or shareholders] pursuant fo 15 PQ.C.S, § 5905. The dividing corporation is a domestic nonprofit corporation and the plan of division was adopted by daf on df members (or shareholders} pursuant to 15 Po.C.S. §§ $924{0) and 5952(c] and (dI. ~The dividing corporation is o Oomestic nonprofit corporation and the Dian of division was adopted by oction,0f:th~ board of directors pursuant to ~$ Pa.C.5, §§ 5924[b} and 5~52Jc} and [dj, 9, (Check, and if appropriate complete, one of the following): IThe plan of division is set forth in full in Exhibit A attached hereto OhO mane c cod' hereof, Pursuant to 15 Po.C.S. § 5901 (relating to omission of =erroin provisions, in any, from filed clans] the provisions of the plan of division that amend or constitute the operaf ve pray sions of the Ad'icle$ of Incorporation of the res~ltlng; corporations as in effect subsequent to the effective dote of the plan are set forth in full in Exhibit A attached herSto and made o port hereof· The full text of the plan of division is on file at the pdncfcal Dlaoe of business of the re~l~'ir~g corporation, the name and address of which is: Name of Resulting Corporation Number and Street CiN ,State Zio ~ IN TESTIMONY WHEREOF, the undersigned corgoration has caused these Articles of Division ro De s~gnea Dy O duiy authorized officer thereof this 6th day of Ootobe= ~ 2000, STEVENS CENTER JAMES LAW OFFICIgS I~I.,OWI!IR, ]PLO~eER & I~II~TI)SA¥ A PROFESSIONAL CORPORATION 11 EAST HIGH STILEET CARLISLE, PENNSYLVANIA 17013-3016 June 15,2000 Dr. Lawrence C. Haber 23 Surrey Lane Mechanicsburg, PA 17055 RE: The Stevens Center DearLarw: I have been authorized by the President of the Board to confirm the Board's decision 'concerning termination pay. We understand that you have vacation pay which is currently in the proces.s of being paid out to you, and which will be paid in full. The Board also wishes to pay you 60 days termination pay in deference to the many years of service which you gave to the Stevens Center and to wish you well in whichever new endeavor you wish to pursue. Although we would like to pay this immediately, we are presently under great financial pressure and our first pdofity must be the employees who continue to work for the Stevens Center. The Board consequently intends to pay the 60 days severance pay as soon as it is financial feasible, which we hope will be in the near future. Several of the staff currently at the Center have complained that they felt a recent visit by you to the Center was dispJptive. With tensions and emotions high _t th_ C_..t.r, we would ask you not to visit the Center at this time. Very truly yours, FLOWER, FLOWER & LINDSAY, P.C. messeD. Flower, Jr. JDFjr/tjb cc: Laurie Kalinak Member of Board of Directors La~/rehce' Haber, Ph.D. 23 Surrey Lane Mechanicsburg, PA 17050 June 27, 2000 Lee Cavanaugh Administrative Director The Stevens Center 33 State Avenue CaHisle, PA 17013 Re: Cobra and Severance Pay Questions Dear Mr. Cavanaugh: I want to make sure that there is no interruption of my health insurance. It is my understanding that the Center was covering the. dost of my insurance until July 2, 2000 and that my wife's coverage was being deducted from my vacation pay. I have requested that under Cobra she and I be switched to individual coverage. I need to know the amount of premium we are to pay and when it is due. I believe I am near the end of my accrued vacation pay. I would like to know when this pay would be running out. I have been informed by the Board in a letter from Jim Flowers, Jr., that the Board has agreed to sixty days severance or termination pay. I have indicated to him that because of the Center's cash flow, I would be willing to accept this severance on a bi- monthly basis rather than a lump sum, similar to the way I received my vacation pay. I would like to know the Center's intentions as to which method will be utilized. Is severance pay considered salary for IRS purposes? That is to say will I be receiving a payroll check or a payable one? Thank you for your attention to this matter. Lawrence Haber CC: Sheila Fox Jim Flower, Jr. Law~e~ce*Haber, Ph.D. 23 Surrey Lane Mechanicsburg, PA 17050 July 26, 2000 Lee Cavanaugh Administrative Director The Stevens Center 33 State Avenue Carlisle, PA 17013 Re: Cobra and Severance Pay Questions Dear Mr. Cavanaugh: I have left three (3) messages over the last two (2) weeks requesting the following information. I would appreciate the courtesy of a reply. For the paydate of July 15th I received only one check from the Center not the two I normally receive and for an amount lower than my previous checks. There was no explanation of the reason and I would like it explained or corrected. 2. I have never been informed of the amount of premium I am to pay and when it is due for my Cobra Coverage. Please inform me of such so that I may make the appropriate arrangements. 3. I would like to know the status of my severance pay. I would like to know when it will be paid and if it will be paid as a lump sum or in bi-weekly installments. Thank you for your attention to this matter. Lawrence Haber CC: Sheila Fox Jim Flower, Jr. Lawrence Haber, Ph.D. 23 Surrey Lane Mechanicsburg, PA 17050 September 4, 2000 Jim Flower, Jr. Attorney-at-Law 11E. High Street Carlisle, PA 17013 Dear Jim: On July 26th I wrote the Stevens Center a letter, which was copied to you concerning several questions that I had about my health insurance and severance. The letter was written after a number of phone calls went unanswered. I have never received a reply to my phone calls or letter. I spoke with you at Rotary in Mid August and you said that you would see that I would receive an answer to my questions. I still have not received any communication answering my questions. Today, my health coverage was refused at the pharmacy as no longer in effect and furthermore the cancellation was effective at the beginning of July. I have repeatedly asked what the Cobra premium is, when it is due and to whom and where I should send a check. While I realize things have been chaotic at the Center and I have been patient in waiting to resolve the severance issue, I cannot afford to be without Health Coverage for my wife and myself. I would greatly appreciate your intervention. Please speak with me at your earliest. I would hate to have to engage legal counsel to protect and enforce my rights. I am attaching a copy of the original letter for your information. Lawrence Haber, Ph.D. [717] 576-1379 [717] 766-5985 Home [717] 796-0980 Fax Ichaber@bellatlantic.net EXHIBIT AFFIDAVIT I verify that any facts not of record set forth in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I acknowledge that any false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. Lawrence C. Haber CERTIFICATE OF SERVICE I certify that a tree and correct copy of the foregoing document was served upon the following by personal service on the date appearing below: Mark A Denlinger, Esq. Martson Deardorff Williams & Otto 10 E High St. Carlisle PA 17013 Brian J Puhala Dated: February 21, 2002 LAWRENCE C. HABER, Plaintiff H.S.C. RESIDUARY CORPORATION, Defendant IN THE COURT OF COMMON PLEAS OF : CLrMBERLAND COUNTY, PENNSYLVANIA NO. 02-0120 CIVIL TERM CIVIL ACTION-LAW JURY TRIAL DEMANDED DEFENDANT'S PRELIMINARY OBJECTIONS TO PLAINTIFF' S AMENDED COMPLAINT TO: LAWRENCE C. HABER, Plaintiff, and his attorneys, FRED HAIT & ASSOCIATES, P.C. YOU ARE IlEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO TIlE ENCLOSED PRELIMINARY OBJECTIONS WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. AND NOW, comes Defendant, the H.S.C. Residuary Corporation, formerly known as The Stevens Center, by and through its attorneys, MARTSON DEARDORFF WILLIAMS & OTTO, and files these Preliminary Objections to PlaintiW s Amended Complaint, and in support thereof, avers as follows: I. MOTION TO STRIKE - EMPROPER SERVICE 1. On or about January 9, 2002, Plaintifffiled a complaint against Defendant alleging violations of the Pennsylvania Wage Payment and Collection Law and seeking damages in excess of $25,000.00 plus other relie£ 2. On or about January 17, 2002, Plaintiff's Complaint was served upon Defendant's counsel located at Ten East High Street, Carlisle, PA 17013. 3. On or about February 4, 2002, Defendant filed Preliminary Objections to Plaintiff's Complaint. 4. On or about February 21, 2002, Plaintiff filed an Amended Complaint against Defendant alleging violations of the Pennsylvania Wage Payment and Collection Law and seeking damages in excess of $25,000.00 plus other relief. 5. On or about February 22, 2002, Plaintiff's Amended Complaint was served upon and received by Defendant's counsel located at Ten East High Street, Carlisle, PA 17013. 6. Plaintiff alleges that the registered office of Defendant is in the care of Martson DeardorffWilliams & Otto, Attn: Benjamin T. Warner, Esq., Ten East High Street, Carlisle, PA 17013. 7. Pa. R.C.P. 424 requires service of original process "upon a corporation or similar entity shall he made by handing a copy to any of the following persons... (I) an executive officer, partner or trustee of the corporation or similar entity, or (2) the manager, clerk or other person for the time being in charge of any regular place of business or activity of the corporation or similar entity, or (3) an agent authorized by the corporation or similar entity in writing to receive service of process for it." 8. Plaintiff' s place of service on Defendant at the offices ofMartson DeardorffWilliams & Otto does not meet any of the requirements of Pa. R.C.P. 424. 9. The officers, attorneys and staffofMartson DeardorffWilliams & Otto have not been authorized, verbally or in writing, to accept any service of process on behalf of Defendant. 10. Pa. R.C.P. 1028(a)(1) provides that a defendant may object to a pleading because of, inter alia, its improper service of a writ of summons or a complaint. 11. Pa. R.C.P. 1028(a)(2) provides that a defendant may object to a pleading because of its lack of conformity to a rule of court. 12. The Plaintiff's Amended Complaint fails to comply with the proper requirements of service of process on a corporation or similar entity and falls to conform to the Pennsylvania Rules of Civil Procedure, including Pa. RC.P. 424, and the Amended Complaint must therefore be stricken and dismissed. WHEREFORE, Defendant H. S.C. Residuary Corporation respectfully requests this Honorable Court to strike and dismiss Plaintiff's Amended Complaint, with prejudice, as to Defendant. H. DEMURRER Prelimina~ Objection Raising Legal Insufficiency of Plaintiff's Amended Complaint 13. Paragraphs 1 through 12 are incorporated herein by reference as if fully set forth. 14. PlaintiWs claim for "severance pay" does not arise from any employment contract. 15. Plaintiff' s claim for "severance pay" does not arise from any specific employee benefit plan. 16. Plaintiff's claim, should one exist, arises solely upon the letter attached to his Amended Complaint as Exhibit "A". 17. Plaintiff's claim for severance pay does not arise to the level of wages or fringe benefits as encompassed pursuant to the Pennsylvania Wage Payment and Collection Law. 18. As Plaintiff's claim for severance pay is not covered by the Pennsylvania Wage Payment and Collection Law, Plaintiffis not entitled to the statutory remedies of liquidated damages, attorney fees, costs and statutory interest. WHEREFORE, Defendant respectfully requests this Honorable Court to enter an order sustaining Defendant's Preliminary Objections and dismiss Plaintiff's Amended Complaint with prejudice as to Defendant. Date: March 13, 2002 Respectfully submitted, MARTSON DEARDORFF WlLLIAIVIS & OTTO aOlDv. Otto, I~, Es~e No. 27763 Mark A. Denlinger Pa ID No. 83794 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Defendant CERTIFICATE OF SERVICE I, Jacqueline A. Decker, an authorized agent ofMartson DeardorffWilliams & Otto, hereby certify that a copy of the foregoing Defendant's Preliminary Objections to Plaintiff's Amended Complaint was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Brian J. Puhala, Esquire Fred Hait & Associates, P.C. 17 East High Street, Suite 101 Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO By ~~t~.j ~~Ztj/ eenqt~ine A. Decker ~tst High Street Carlisle, PA 17013 (717) 243-3341 Dated: March 13, 2002 5 Brian J Puhala, Esq. Attyg 52677 Fred Halt & Associates PC The Wellington 17 E High St Ste 101 Carlisle PA 17013-3047 (717) 249-4500 Attorneys for Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAWRENCE C HABER, Plaintiff, vs. HSC RESIDUARY CORPORATION, Defendant Case No.: 02-0120 CIVIL TERM PLAINTIFF'S REPLY TO DEFENDANT'S PRELIMINARY OBJECTIONS TO PLAINTIFF'S AMENDED COMPLAINT CIVIL ACTION - LAW JURY TRIAL DEMANDED AND NOW, comes the Plaimiff, Lawrence C Haber, by and through his attorney, Brian J Puhala, Esq. of Fred Hait & Associates, P.C., and files this Reply to Defendant's Preliminary Objections to Plaintiff's Amended Complaint: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. MOTION TO STRIKE - IMPROPER SERVICE Reply- 1 6. Admitted in part. Plaintiff does not admit that the registered office of Defendant is in the care of Martson Deardorff Williams and Otto, Atm. Benjamin T Warner, Esq., Ten East High St, Carlisle PA 17013. To the contrary, Plaintiff alleged that Defendant is reasonably believed to be located at said address. This is based on the Articles of Division filed with the Department of State for the Commonwealth of Pennsylvania, which state at Paragraph 5 that The Stevens Center as the surviving corporation shall undergo a name change and be know as "HSC Residuary Corporation c/o Martson, Deardorff, Williams & Otto, ATTN: Benjamin T Warner, Esquire, Ten East High St., Carlisle, PA 17013. The Articles of Division list no other location for Defendant. Service of the Amended Complaint was made upon a proper agent of Defendant. 7. Admitted as stated. Service of original process is governed by PaRCP 424. In so far as the contents of this paragraph may differ from PaRCP 424, it is denied. 8. Denied. The Articles of Division filed with the Department of State for the Commonwealth of Pennsylvania list the only address for Defendant as being in the care of Martson Deardorff Williams & Otto; therefore, service of the Amended Complaint was made upon an authorized agent of Defendant in accordance with PaRCP 424(3). 9. Denied. The Articles of Division filed with the Department of State for the Commonwealth of Pennsylvania list the only address for Defendant as being in the care of Martson Deardorff Williams & Otto; therefore, service of the Amended Complaint was made upon an authorized agent of Defendant in accordance with PaRCP 424(3). 10. Admitted. 11. Admitted. 12. The averments of this paragraph constitute a conclusion of law to which no reply is required. To the extent that a reply is required the averments are denied and strict proof is demanded. Reply - 2 WHEREFORE, Plaintiff respectfully requests Defendant's Preliminary Objection to service of the Amended Complaint be overruled and dismissed. II. DEMURRER 13. The above responses to Paragraphs 1 through 12, inclusive, are incorporated herein as if fully set forth. 14. The allegations set forth in this paragraph are new facts not set forth in the Amended Complaint thus rendering this Demurrer a speaking demurrer. No reply is necessary or required. To the extem that a reply is required, the allegations are denied. 15. The allegations set forth in this paragraph are new facts not set forth in the Amended Complaint thus rendering this Demurrer a speaking demurrer. No reply is necessary or required. To the extent that a reply is required, the allegations are denied. 16. A Demurrer is to be determined on the well-pleaded facts contained in the Amended Complaim. No reply is required. 17. A Demurrer is to be determined on the well-pleaded facts contained in the Amended Complaim. No reply is required. 18. A Demurrer is to be determined on the well-pleaded facts contained in the Amended Complaint. No reply is required. Reply - 3 WHEREFORE, Plaimiff respectfully requests the Demurrer of Defendant be overruled and stricken. By: Esq. Atty~ 52677 Fred Halt & Associates PC The Wellington 17 E High St Ste 101 Carlisle PA 17013-3047 (717) 249-4500 Reply - 4 CERTIFICATE OF SERVICE I certify that the foregoing documem was served upon the following by placemem of same in the US Mail, First Class postage prepaid on the date appearing below: Mark A Denlinger Esq Marmon Deardorff Williams & Otto Ten East High St Carlisle PA 17013-3093 Brian J Puhala Esq Fred Hait & Associates, P.C. The Wellington 17 E High St STE 101 Carlisle PA 17013-3047 (717) 249-4500 bjpesq~comcast.net PRAECIPE FOR LISTING CASE FOR ARGUMENT (Must be b/pewritten and subnitted in duplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Pl~$e ] i-~t the with/n matter for the ne~rt Arg~nent Court. CAPTION OF CASE (entir~ caption must be stated in ( PI ai ntiff) H.S.C. PE~IDU~,y CORr~DPATION ( Deferm~ant ) No. 02-0120 Civ~_l Action ~ Lawl~ 2002 State matter to be argued (i.e., plaintiff's motion for new trial, defer~ant's d~,~z~r to cc~plmint, etc.): Defendant's Prelimina~_ z Objections 2. Identify counsel who wil ] argue case: (a) for plaintiff: Brian J ~uhala, Es~. ~ess: 17 E High St STE 191 Carlisle DA 17013 (b) for defendant: N~rk A Denlinger Eso ~ess: Martson Deard0rff Williams & Otto Ten E High St Carlisle ~ 17013 I wi I 1 notify al 1 l~lrties in writing within bm days that this case been listed for ~t. 4. Arc3~nent Court Date: I//~- ; /0 F:~FILES~DATAFILE\Gendoc. cur\77361 _praecipe. I LAWRENCE C. HABER, Plaintiff Mo H.S.C. RESIDUARY CORPORATION, Defendant · IN THE COURT OF COMMON PLEAS OF · CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-0120 CIVIL TERM CIVIL ACTION-LAW JURY TRIAL DEMANDED PRAECIPE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: You arc hereby directed to withdraw the Defendant's Preliminary Objections to Plaintiff's Amended ' · · Complmnt in the above captioned matter and remove th~s matter from thc Argument Court List scheduled for January 8, 2003. Defendant will notify thc Cumberland County Court Administrator's office of this Praccipe and removal from thc Argument Court list. Date: December 19, 2002 MARTSON DEARDORFF WILLIAMS & OTTO ~.~D f~d?~7/~'~s~re Mark A. Denlinger, Esquire I.D. No. 83794 Ten East High S0:eet Carlisle, PA 17013 (717) 243-334 ! Attorneys for Defendant CERTIFICATE OF SERVICE I, Jacqueline A. Decker, an authorized agent ofMartson DeardorffWilliams & Otto, hereby certify that a copy of the foregoing Praecipe was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Brian J. Puhala, Esquire FRED HAIT & ASSOCIATES, iP.C. 17 East High Street, Suite 101 Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO Wast High Street Carlisle, PA 17013 (717) 243-3341 Dated: December 19, 2002 F:~FILES~DATAFILE\Gendoc.cur\7736.1 .Answer(Draft 2).wpd Creattxl: 02/02/02 10:25:50 AM Revised: 01/08/03 02:29:08 PM 7736. I LAWRENCE C. HABER, Plaintiff HSC RESIDUARY CORPORATION, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-0120 CIVIL TERM CIVIL ACTION-LAW JURY TRIAL DEMANDED DEFENDANT'S ANSWER AND NEW MATTEl;' .TO PLAINTIFF'S AMENDED COMPLAINT TO: LAWRENCE C. HABER, Plaintiff, and his attomey, BRIAN J. PUHALA, ESQUIRE YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN I~flESPONSE TO THE ENCLOSED NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. AND NOW, comes Defendant, the HSC RESIDUARY CORPORATION, successor by a Plan of Division of THE STEVENS CENTER, by and through its attorneys, MARTSON DEARDORFF WILLIAMS & OTTO, and files this Answer and New Matter to Plaintiff's Amended Complaint, and in support thereof, avers as follows: 1. Denied. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 1 of Plaintiff's Amended Complaint, and thus said averments are denied. 2. Admitted in part, denied in part. It is admitted that the address listed for the Defendant in the Articles of Division recorded at the Pennsylvania Department of State, Corporation Bureau is "c/o Martson Deardorff Williams & Otto, Attn: Benjamin T. Warner, Esq., 10 East High Street, Carlisle, PA 17013." After reasonable investigation, Defimdant is without knowledge or information sufficient to form a belief as to the truth of the remaining averments in Paragraph 2 of Plaintiff's Amended Complaint, and thus said averments are denied. By way of further answer, the Defendant is not located at the indicated address, and it is beliew~d the Defendant is a corporate shell without real property or extensive assets. 3. Admitted. 4. Denied. The allegations in Paragraph 4 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. By way of further answer, the referenced docmnents are writings which speak for themselves, and said averments in Plaintiff's Paragraph 4 are &mied as stated. 5. Admitted in part, denied in part. It is admitted that Defendant did not file a separate address other than the address indicated in Paragraph 2 herein with the Pennsylvania Department of State, Corporation Bureau. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the remaining averments in Paragraph 5 of Plaintiff's Amended Complaint, and thus said averments are denied. By way of further answer, Defendant incorporates its response in Paragraph 2 herein. 6. Denied. The allegations in Paragraph 6 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. 7. No response required under Pennsylvania Rules of Civil Procedure. 8. Denied. The allegations in Paragraph 8 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. 9. No response required under Pennsylvania Rules of Civil Procedure. 10. Denied. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 10 of Plaintiff's Amended Complaint, and thus said averments are denied. 11. Admitted in part, denied in part. It is admitted that The Stevens Center terminated Plaintiff due to economic reasons and financial difficulties experienced by The Stevens Center. After reasonable investigation, Defendant is without knowledge or information sufficient to form 2 a belief as to the truth of the remaining averments in Paragraph 11 of Plaintiff's Amended Complaint, and thus said averments are denied. 12. Denied. After reasonable investigation, Det~ndant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 12 of Plaintiff's Amended Complaint, and thus said averments are denied. 13. Denied. After reasonable investigation, Defbndant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 13 of Plaintiff's Amended Complaint, and thus said averments are denied. 14. Denied. The allegations in Paragraph 14 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. By way of further answer, after reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 14 of Plaintiff's Amended Complaint, and thus said averments are denied. 15. Denied. The allegations in Paragraph 15 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. By way of further answer, the referenced documents are writings which speak for themselves, and said averments in Plaintiff's Paragraph 15 are demied as stated. 16. Denied. After reasonable investigation, Defentdant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 16 of Plaintiff's Amended Complaint, and thus said averments are denied. By way of further answer, the referenced documents are writings which speak for themselves, and said averments in Plaintiff's Paragraph 16 are denied as stated. 17. Denied. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 17 of Plaintiff's Amended Complaint, and thus said averments are denied. By way of further answer, the referenced documents are writings which speak for themselves, and said averments in Plaintiff's Paragraph 17 are denied as stated. 18. Admitted in part, denied in part. It is admitted that The Stevens Center submitted Articles of Division with the Pennsylvania Department of State, Corporation Bureau whereby it 3 divided into two separate corporate entities known as the Stevens Center and Defendant. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the remaining averments in Paragraph 18 of Plaintiff's Amended Complaint, and thus said averments are denied. By way of further answer, the documents referenced in Plaintiff's Amended Complaint are public records and writings which speak for themselves, and said averments in Plaintiff's Paragraph 18 are denied as stated. 19. Denied. After reasonable investigation, Defi~ndant is without knowledge or information sufficient to form a belief as to the truth of the avern~ents in Paragraph 19 of Plaintiff's Amended Complaint, and thus said averments are denied. By way of further answer, the referenced documents are writings which speak for themselves, and said averments in Plaintiff's Paragraph 19 are denied as stated. 20. No response required under Pennsylvania Rules of Civil Procedure. 21. Denied. The allegations in Paragraph 21 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. 22. Denied. The allegations in Paragraph 22 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. By way of further answer, after reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 22 of Plaintiff's Amended Complaint, and thus said averments are denied. 23. Denied. The allegations in Paragraph 23 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. 24. Denied. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 24 of Plaintiff's Amended Complaint, and thus said averments are denied. 25. Denied. After reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the avermenl!s in Paragraph 25 of Plaintiff's Amended Complaint, and thus said averments are denied. 4 26. Denied. The allegations in Paragraph 26 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. By way of further answer, after reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 26 of Plaintiff's Amended Complaint, and thus said averments are denied. 27. Denied. The allegations in Paragraph 27 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. By way of further answer, after reasonable investigation, Defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 27 of Plaintiff's Amended Complaint, and thus said averments are denied. 28. No response required under Pennsylvania Rules of Civil Procedure. 29. No response required under Pennsylvania Rules of Civil Procedure. If any response is deemed required to subparagraphs (a) through (e) of said Paragraph 29, the allegations in Paragraph 29 are conclusions of law to which no response is necessary or required under the Pennsylvania Rules of Civil Procedure and therefore the same are deemed denied. WHEREFORE, Defendant respectfully requests this Honorable Court dismiss Plaintiff's Amended Complaint with prejudice as to Defendant. .NEW MATTER 30. Paragraphs 1 through 29 are incorporated herein by reference. 31. Plaintiff's Complaint alleges, among other things, that a promise was made to Plaintiff by Defendant concerning erm~nanon pay" and related severance payments. See Paragraphs 14, 15 and 16 of Plaintiff's Amended Complaint. 32. Plaintiff alleges that said promise was made verbally and/or in a letter agreement by Defendant. See Paragraphs 14 and 15 and Exhibit B ofPlmntffi s Amended Complaint. 33. Plaintiff alleges said letter agreement is a binding promise to pay by Defendant. 34. As provided by Plaintiff, said letter agreement states, among other things, that Defendant "intends to pay the 60 days severance pay as soon as it is financial feasible, which we hope will be in the near future." 35. Said letter agreement does not provide for any consideration or bargained-for exchange between Plaintiff and Defendant, and thus must fail :for lack of adequate consideration. 36. As provided by the Plaintiff, said letter agreement does not provide a firm promise, commitment or obligation by Defendant as signified by the 'words "intends", "as soon as it is financial feasible", and "hope" in said letter. 37. Due to the failure of adequate consideration between the parties and lack ora firm promise, commitment or obligation, no binding contract or agreement exists between Plaintiff and Defendant, and Plaintiff's claims are thus barred. 38. In the alternative, Plaintiff alleges the letter agreement was a promise by Defendant as authorized by Defendant's Board of Directors. 39. As provided by Plaintiff, said letter agreement was made allegedly by Defendant's Treasurer who represented he was authorized to make said letter and promise to Plaintiff. Se.__~e Paragraph 15 of Plaintiff's Amended Complaint. 40. As provided by Plaintiff, said letter agreement is made on letterhead which is not Defendant's or its previous corporate entity, The Stevens Center. Se_e Exhibit "B" of Plaintiff's Amended Complaint. 41. As provided by Plaintiff, no evidence is established or provided that Defendant's Treasurer was authorized by the Board of Directors of Defendant to write and issue said letter agreement. 42. Defendant's Treasurer lacked the appropriate corporate and representative authority to compose, draft and submit said letter agreement. 43. As provided by Plaintiff, said letter agreement is signed by Defendant's Treasurer individually and not under seal or corporate name of Defendant. See Exhibit "B" of Plaintiff's Amended Complaint. 44. Defendant Treasurer's lack of authority and the lack of corporate signature or seal on said letter agreement cannot bind Defendant and Plaintiff under said letter agreement. 45. Due to the lack of authority and the lack of corporate signature or seal, no binding contract or agreement exists between Plaintiff and Defendant, and Plaintiff's claims are thus barred. WHEREFORE, Defendant respectfully requests this Honorable Court dismiss Plaintiff's Amended Complaint with prejudice as to Defendant. Date: January 8, 2003 Respectfully subrnitted, MARTSON DEA]~DORFF WILLIAMS & OTTO BYlv~'V. Otto III,~uire/ Pa~ ID No. 27763 Mark A. Denlinger, Esquire Pa ID No. 83 794 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Defendant 7 ~VERIFICATION I, Ivo V. Otto III, Esquire, of the firm ofMARTSON DEARDORFF WILLIAMS & OTTO, attorneys for Defendant in the within action, hereby state and certify that I am legal counsel for the Defendant in the within action, and that the statements made in 'the foregoing Defendant's Answer and New Matter are true and correct to the best of my knowledge, information and belief. I am authorized to make this Verification on behalf of my client, and the information set forth in the foregoing Defendant's Answer and New Matter was provided by Steven J. Fishman, Esquire for HSC Residuary Corporation. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unswom falsification to authorities. Ivo V. Otto III, Esquire - Date: January 7, 2003 F:~FILES~DATAFILE\Gendo¢.cur\7736_verification.atty, wpd _CERTIFICATE OF SERVICE_ I, Jacqueline A. Decker, an authorized agent ofMartson Deardorff Williams & Otto, hereby certify that a copy of the foregoing Defendant's Answer and New Matter to Plaintiff's Amended Complaint was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Brian J. Puhala, Esquire Fred Hait & Associates, P.C. 17 East High Street, Suite 101 Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO ~ast High Street Carlisle, PA 17013 (717) 243-3341 Dated: January 8, 2003 9 F:~eILES~DATAFILE\Gendoe. cur\7736.pra¢cipe.vcr 7736.1 LAWRENCE C. HABER, Plaintiff Vo HSC RESDUARY CORPORATION, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-0120 CIVIL TERM CIVIL ACTIGN-LAW JURY TRIAL ]DEMANDED PRAECIPE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: You are hereby directed to substitute the attached Verification for the one previously filed with Defendant's Answer and New Matter to Plaintiff's Amended Complaint on January 8, 2003, in the above captioned matter. Date: January 13, 2003 Respectfully submkted, MARTSON DEAKDORFF WILLIAMS & OTTO Y~~~- -~ Mark A. Denlinger, Esquire Pa ID No. 83794 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Defendant VERIFICATION The foregoing Defendant's Answer and New Matter to Plaintiff's Amended Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of the document is that of counsel and not my own. I have read the document and to the extent that it is based upon information which I have given to my counsel, it is tree and correct to the best of my knowledge, information and belief. To the extemt that the content of the document is that of counsel, I have relied upon counsel in making this verification. This statement and verification are made subject to the p~malties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities, which provides that if I make knowingly false averments, I may be subject to criminal penalties. HSC RESIDU~RY CORPORATION By: 8 CERTIFICATE OF SERVICE I, Jacqueline A. Decker, an authorized agent ofMartson iDeardorffWilliams & Otto, hereby certify that a copy of the foregoing Praecipe was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Brian J. Puhala, Esquire Fred Hait & Associates, P.C. 17 East High Street, Suite 101 Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO ~c~line A. DeCker TeWEast High Street Carlisle, PA 17013 (717) 243-3341 Dated: January 13, 2003 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAWRENCE C HABER, Plaintiff HSC RESIDUARY CORPORATION, Defendant No. 02-120 CIVIL CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR DISCONTINUANCE TO THE PROTHONOTARY: Please mark the above captioned matter as discontinued with prejudice. Respectfully Submitted, HAIT & PUHALA. P.C. Dated: January 8, 2004 Brian J Puhala PA52677 The Wellington 17 East High Street Suite 101 Carlisle PA 17013-3047 (717) 249-4500 CERTIFICATE OF SERVICE I certify that a tree and correct copy of the above matter was served upon the following person by personal service on the date appearing below: Carl Risch Esq Martson, Deardorff, Williams & Otto Ten East High Street Carlisle PA 17013 Brian J Puhala Dated: January 8, 2004