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HomeMy WebLinkAbout11-6914f HARTMAN UNDERHILL & BRUBAKER LLP , ,;0lip107," By: Robert W. Pontz, Esquire Attorney I.D. No. 56554 f J 221 East Chestnut Street ` L. At t o i W'a y Lancaster, PA 17602 Attorneys for PlamtiENN S'j, t- "' 't f"k (717) 299-7254/(717)299-3160 (Fax) CIT Technology Financing Services, Inc. CIT TECHNOLOGY FINANCING SERVICES, INC Plaintiff V. CORPORATE DISTRIBUTION LTD., a/k/a Corporate Distribution Limited, Inc., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. - q-1 9 byl, ( CIVIL ACTION - LAW NOTICE TO DEFEND YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. 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. Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Telephone Number (717) 249-3166 (800) 990-9108 00623830.2 CtmFc`la''of"A °'b? Q.k?F lD3F01A -Z4 9 b (/A 9,10 i NOTICIA USTED HA SIDO DEMANDO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan ma's adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente or por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas asqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de diner reclamada en la demanda o cualquier otra reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin ma's aviso adicional. Usted puede perder dinero o propiedad o 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 PEUDE PAGAR POR LOS SERVICIOS DE UN ABAGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDE PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Telephone Number (717) 249-3166 (800) 990-9108 HARTMAN UNDERHILL & BRUBAKER LLP Attorneys for Plaintiff Dated: 91,2k By: Robert W. Pon Esquire 00623830.2 is I HARTMAN UNDERHILL & BRUBAKER LLP By: Robert W. Pontz, Esquire Attorney I.D. No. 56554 221 East Chestnut Street Lancaster, PA 17602 Attorneys for Plaintiff: (717) 299-7254/(717)299-3160 (Fax) CIT Technology Financing Services, Inc. CIT TECHNOLOGY IN THE COURT OF COMMON PLEAS OF FINANCING SERVICES, INC. CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. CORPORATE DISTRIBUTION LTD., a/k/a Corporate Distribution Limited, Inc., CIVIL ACTION -LAW Defendant COMPLAINT IN REPLEVIN 1. Plaintiff CIT Technology Financing Services, Inc. is a Massachusetts corporation, qualified to do business in Pennsylvania, with a principal place of business at 10201 Centurion Parkway North, Suite 100, Jacksonville, Florida 32256. 2. Defendant Corporate Distribution Ltd., a/k/a Corporate Distribution Limited, Inc., is a New York corporation with a principal place of business at 8 Long Lane, Mechanicsburg, Cumberland County, Pennsylvania 17050. 3. On or about November 15, 2006, Defendant entered into a written Lease Agreement for certain commercial copying equipment ("Equipment Lease") with Canon Financial Services, Inc. ("Canon Financial"). A true and correct copy of the Equipment Lease is attached hereto, incorporated by reference and marked Exhibit A. 00623830.2 ?r 4. The particular equipment leased by Defendant from Canon Financial ("Leased Equipment") is described more fully in the supplier invoice, a true and correct copy of which is attached hereto, incorporated by reference and marked Exhibit B ("Invoice"). 5. Defendant took delivery of and accepted the Leased Equipment as described in the Invoice attached as Exhibit B. 6. Canon Financial subsequently assigned the Equipment Lease to Citicorp Vendor Finance, Inc. ("Citicorp"). A true and correct copy of a certification of such assignment executed on behalf of Canon Financial is attached hereto, incorporated by reference and marked Exhibit C. Under the terms of the Equipment Lease, Citicorp, as assignee, acquired all of Canon Financial's rights and benefits in and to the Equipment Lease and the Leased Equipment, including the right to receive all rental payments, but none of Canon Financial's obligations under the Equipment Lease (See Exhibit A, ¶18). 7. Citicorp and its related entity Citicapital Technology Finance, Inc. assigned the Equipment Lease to CIT Technology Financing Services I LLC ("CIT I LLC") on or about March 31, 2007. A true and correct copy of the applicable Notice evidencing such assignment is attached hereto, incorporated by reference and marked Exhibit D. Under the terms of the Equipment Lease, CIT I LLC, as assignee of the Equipment Lease from Citicorp, likewise acquired all of original lessor Cannon Financial's rights and benefits in and to the Equipment Lease and the Leased Equipment, including the right to receive all rental payments, but none of original lessor Canon Financial's obligations under the Equipment Lease (See Exhibit A, ¶18). 00623830.2 2 v t 8. CIT I LLC further assigned the Equipment Lease to Plaintiff on or about July 7, 2011. A true and correct copy of the applicable Non-Recourse Assignment of Purchased Assets evidencing such assignment is attached hereto, incorporated by reference and marked Exhibit E. Under the terms of the Equipment Lease, Plaintiff, as assignee from CIT I LLC, likewise acquired all of original lessor Cannon Financial's rights and benefits in and to the Equipment Lease and the Leased Equipment, including the right to receive all rental payments, but none of original lessor Canon Financial's obligations under the Equipment Lease (See Exhibit A, ¶18). 9. The term of the Equipment Lease is sixty (60) months, with Defendant's first payment having become due on November 22, 2006. 10. Under the terms of the Equipment Lease, Defendant is obligated to make sixty (60) consecutive monthly installment payments of $4,356.84, plus applicable sales or use tax. 11. Pursuant to the terms of the Lease, Canon Financial duly filed a UCC-1 financing statement with the Pennsylvania Department of State on November 29, 2006 (File No. 2006112906542), placing of public record its ownership of the Leased Equipment. A true and correct copy of said financing statement is attached hereto, incorporated by reference and marked Exhibit F. 12. The Equipment Lease identifies a series of circumstances which constitute an "Event of Default" by Defendant, including, without limitation, Defendant's failure to make any payment due under the terms of the Equipment Lease (See Exhibit A, ¶15). 00623830.2 r t 13. Defendant is in default under the terms of the Equipment Lease for, among other reasons, failing to make the monthly rental payments due on January 1, 2010, and on the same day of each month thereafter. 14. The Equipment Lease provides for the imposition of a late charge in the amount of ten percent (10%) of each scheduled payment that is not paid on or before the due date (See Exhibit A, ¶17). 15. As a consequence of Defendant's default under the terms of the Equipment Lease, the following remedies, among others, are available to Plaintiff: (a) Plaintiff is entitled to declare all amounts unpaid under the Equipment Lease to be immediately due and payable in full, with Plaintiff retaining title to the Leased Equipment; (b) Plaintiff may terminate the Equipment Lease; (c) Plaintiff may take possession of the Leased Equipment, with or without notice to Defendant or legal process, and retain the Leased Equipment and all payments under the Equipment Lease or, at Plaintiff's option, sell or otherwise dispose of the Equipment, apply the net proceeds to the amount owed under the Equipment Lease and collect from Defendant any amount remaining due after application of such sale or disposal proceeds; (d) Plaintiff may exercise any other right or remedy available at law or in equity; and (e) Plaintiff is entitled to recover all costs of enforcing its rights including, without limitation, reasonable attorneys' fees and court costs. Defendant has stipulated in the Equipment Lease that if the lessor must bring any court action to enforce the terms of the Equipment Lease, attorneys' fees in the amount of twenty-five percent (25%) of the amount sought to be recovered by such court action shall be deemed reasonable (See Exhibit A, ¶¶16-17). 16. The total amount due and owing by Defendant to Plaintiff, excluding attorneys' fees and costs of suit, as a consequence of Defendant's defaults under the terms of the Equipment Lease, is $142,231.19, as follows: 00623830.2 4 t Accelerated Rent Balance $129,193.64 Late Charges $ 13,037.55 TOTAL $142,231.19 17. On November 30, 2010, counsel for Plaintiff issued notice of default under the Equipment Lease to Defendant and demand for return of the Leased Equipment and payment of the accelerated balance. A true and correct copy of said written notice is attached hereto, incorporated by reference and marked Exhibit G. 18. Despite Plaintiff's notice of default and demand for payment and return of the Leased Equipment, Defendant has, to date, failed to comply with Plaintiffs demands. 19. CIT has complied with all of its obligations under the terms of the Lease. 20. As a consequence of Defendant's defaults under the Equipment Lease, as set forth above, CIT is entitled to immediate possession of the Leased Equipment, as well as damages and any and all costs incurred by CIT in enforcing its rights in the Leased Equipment and/or under the Equipment Lease. 21. Upon information and belief, the Leased Equipment is located at Defendant's principal place of business at the address set forth in paragraph 2 hereof. 22. CIT estimates that the value of the Leased Equipment is approximately $12,500.00. WHEREFORE Plaintiff, CIT Technology Financing Services, Inc., demands judgment in replevin in its favor and against Defendant Corporate Distribution Ltd., a/k/a Corporate Distribution Limited, Inc., and requests that the Court award: (a) immediate possession of the Leased Equipment to CIT; (b) all costs, expenses and attorneys' fees 00623830.2 5 incurred by CIT in its efforts to enforce Defendant's obligations under the terms of the Equipment Lease; and (c) such other and further relief as the Court deems just and appropriate under the circumstances. HARTMAN UNDERHILL & BRUBAKER LLP Attorneys for Plaintiff Dated: By: Robert W. Pontz squire 00623830.2 6 i VERIFICATION I hereby verify that I am Vice President - Bad Debt Recovery for CIT Technology Financing Services, Inc., the Plaintiff herein; that as such I am authorized to make this verification; and that the information set forth in the foregoing Complaint is true and correct to the best of my knowledge, information and belief. I understand that any false statements contained herein are subject to the penalties of 18 Pa.C.S. 4904, relating to unworn falsification to authorities. Dated: 'MarvG2 QMark R. Powers, Vice President - Bad Debt Recovery CIT Technology Financing Services, Inc. 00623830.2 V 1191HX:l (I'mi Iwo +ge 4 of 43) E Caton Canon Financial Services, Inc. CCFS) Rerniltance Address: P.O. Box 4004 Carol Stream, Ilinois 60191.4004 (800) 22M A LEGAL NAME I 1 OWING ADDRESS ?j ?-0Y1 t EO NWOIT ADDRESS SQyn'u_ LEASE AGREEMENT Ea"Iff- CFS101410m) .?• }..d-rIL' ('(:Imblmrr) ??-r/7? ?l'?-69[y7 1.7 ofg- ZIP I Ito Mnrku,g ?,,?I?1Cr 2 Gaper -T"p y IMMI.4 - " EYi-ra 7acli?l I " Ef Y? D ? t e r Tam in rnan/rc ?el? Pbs Ap*aW Tbces FIRST PAYMENT AMOUNT PaymmM FreQlwrcy FIRST 8 LAST + SECURITY TOTAL DUE AT SIGNING ® aatwy OMc PAYM£M(S) DEPOSIT ENO OF TERM PURCHASE OP ON $ d $ d $ -r-ID ® FAIR MARKET VALUE ? to% S (akieMrd) ? 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B b? ra a s W i ZR E ? j ° Fi? s.?p ?? ?j?•? lag a £i a lit b j a x111 W X1 fit s =s Vi lit y?y N W 850 EXHIBIT B {00511655.1} )e 7 of 43) IKON Office Solutions Inc C/O PNC Lockbox #827891 Route 38 and East Gate Drive Moorestown, NJ 08057 (478) 238-7693 (478) 238-7694 fax Bill To: Canon Financial Services 158 Gaither Drive Suite 200 Mt. Laurel NJ 08054 Line Items: Line Type Transaction Equipment. "WN74DICE Invoice No: Date: 60088A Oct 25, 2006 Ship To: Corporate Distribution Limited Inc 8 Long Lane Mechanicsburg PA 17055 Description IKON #1948899 Canon #466681 Amount $222,287.76 Description S/N Canon IR 110 NSW02092 Finisher XES01453 AspenV240 C CFS FN61510112 abinet Modem2 BOOking Date non serialized non serialized Cabinet MIP ge'bia Kit non serialized NOV i 5 X06 non serialized R,gper Supply non serialized Stacker Dolly QA A 'z V non serialized 1wicator Lamp pproval ? r.on serialized PAID j Total Due: E222,287.76 '_• Banking Information: Funds to be wired to PNC Bank, 1600 Market St 19`h U Flr, Philadelphia PA 19103 , Acct#8606089333, ABA#031000063, Swift Code: PNCCUS33 Make all wires payable to: IKON Office Solutions Inc if you have any questions concerning this invoice, call (478) 238-7698 THANK YOU FOR YOUR BUSINESS! EXHIBIT C {00511655.2} CERITICATION OF ASSIGNMENT This Certification of Assignment is executed and delivered by Canon Financial Services, Inc. ("Canon") on 2011. Canon entered into that certain Lease Agreement with Corporate Distribution Limited, Inc. ("Customer") signed by the Customer on or about 9/29/2006, a copy of which are attached hereto as Exhibit A (the "Lease'). Canon and CIT Technology Financing Services, Inc, as assignee of and successor-in-interest to Citicorp Vendor Finance, Inc. car) are parties to that certain Program and Servicing Agreement effective on July 15, 2004 ("Agreement"). Canon hereby certifies that Canon sold and assigned the Leases and the equipment covered thereby to CIT during 2006 in accordance with the terms and conditions of the Agreement. Canon Financial Services, Inc Signature: Name: e? Title: 12. 40w,row1S JIVY64-11 tit! z 0 a N J 9 r-li !Y 1, i ild 8 ?S? if 1 1@611, a Cf a i a N ti .-_ LLd y x a I oil At P 's : 1al jr ?!??. A a E E I s E? k U a ' a • j w ss 3 E i ?a s ?s si IS fs it . a i 6 61 i_ f 3f (1,5591 lool Q llttlHX:l NOTICE Please be advised that pursuant to a certain Purchase & Sale Agreement dated as of March 31, 2007, Citicapital Technology Finance, Inc., a Pennsylvania corporation, and Citicorp Vendor Finance, Inc., a Delaware corporation (each, a "Seller", collectively, "Sellers") have sold, granted, conveyed and assigned all of their respective right, title and interest in the contract(s) listed on Schedule A hereto and any and all related receivables, equipment thereunder and ancillary documentation thereto to CIT Technology Financing Services I LLC ("Purchaser"). This transaction closed as of 11:59 P.M. (EST) on April 30, 2007. It is Sellers' and Purchaser's intent that this document be used as evidence in legal proceedings of the transfer and assignment of the contract(s) and any all related equipment thereunder and ancillary documentation thereto by Sellers to Purchaser and their successors and assigns. Seller; by execution below and Purchaser by acceptance hereof do consent to the filing of this Notice in court proceedings for such purpose. IN WITNESS WHEREOF, each Seller has caused this Notice to be executed in its name and by an authorized officer as of April 30, 2007. Citicapital Technology Finance, Inc. By: vo,? CM C t. ?-- Mary C. Tucker Deputy General Counsel - Litigation Management Citicorp Vendor. Finance, _Inc. By: + ? f-( Mary C. Tucker Deputy General Counsel - Litigation Management CIT TeI'd _ chnology F7ncing Services I LLC By: Name: Title: S/ Out Schedule A Purchased Asset: 1. CORPORATE DISTRIBUTION LTD 200280362 (CIT # 910-0059282-000) ( 1,55911 Soo) 3 IIHIHXH N01+ -RECOMSE ASSIGNMENT OF PVR,C RD ASSETS CI'T Teaw.logy Yfim sing Seawiees T. LLC , a Delaware limited liability *WO cozporakon Ravi ?B rts 1 q1 p of busiaass at 1 Olt Dri?Ve, LiVWPtO4 New?iay 07039 (the "Assi oi''?, for good SW valuable c©nsidervdonohe recei of. which are heb? pt and su#Dcrenoy ackatmiedged? hereby self, a igbs, transfers and conveys to CIT Technology Financing ''Services, the a Massachusetts co xa#ipn, ha ts place of wki business at 1020, 001? Pall ?'?'ai' Forth, Jacksonville, Florida 32256 ("ASsigaee" ), the Purchased Assets deSunbed on F.? 16W A attaehed ft eto, on an as-is, where=is basis, without recoum W Assignor, Dated this 701 day Hof July, 2011. « poet, CIT `'T'echnology Financing Services I I LIC: By: Name. ru,,. 0.4e v- "Assignee" CIT Technologry Financing Services, Inc. '49 Portfolio Services v.v? EXHIBIT A Purchased Assets 1. CORPORATE DISTRIBUTION LTD. 2002803*62 (CIT # 910-0059282-000) {Isol [S00} ,3 1191HX:l UCC FINANCIM STATEN2SNT UCC Direct Services UCC Direct Services PO Box 3248 Houston TX 77253 EMON: tmogosemicro.com, glang.xu@wkglobal.com 1. DEBTOR'S EXACT FULL LEGAL. NAME 1a. ORGANIZATION'S NAME OR CORPORATE MTRMUTION LTD 1b. INDIVIDUAL'S LAST NAME FIRST NAME File Number: 20061129042 Dab Filed:1112VMS 07:00 pM Pedro A. Cora* Secretary of the ComrnonwgtM Bamde too big to tit In this arc MIDDLE NAME Ia. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 8 LONG LN MECHANICSBURG PA 17065 USA is. TYPE OF ORGANIZATION If. JURISDICTION OF OR ON 19. ORGANIZATIONAL ID* Corporallon PA 2010042 [j None 1. SECUR ED PARTY'S NAME 1 2a. ORGANIZATION'S NAME CANON FINANCIAL SERVICES 2b. INOMDUALT LAST NAME FIRSTNAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS 1 rrY 7? STATE P04TAL CODE COUNTRY 158 GAITHERDRW =DO LAUREL MT NJ X064 USA All equipment now or hereafter leased, sold, or financed by Canon Financial Services, I= and all general intangibles and accounts receivable with respect to said equipment; and all replacements of, additions to, substitutions for and proceeds of the foregoing. Lease # 003-0212828-002 . --Cr9MM a wwp NaVINVAI IQ" d1d LESSESILESSOR E] CONSONEEPCONSI6NOR aNLEENALM OLLk'RI YER AG L;; = b [1 TIYa FaIPNCW STATEMENT b to be F1 NON.L IINWno" tlM'nooNOO)klt IMREAL ESTATE RECORDS. It OPTIONAL FLEt REFERENCE DATA PA-0-22835828 PA 2828-0021264 FAYE MICHA 000 806070 805071 9 liglHx:l (1.5591 <soo) W. r I HARTMAN UNDERHILL & BRUBAKER LLP ATTORNEYS AT LAW ANDREW F. LUCARELLI 221 EAST CHESTNUT STREET WILLIAM C. McCARTY ALEXANDER HENDERSON, III LANCASTER, PENNSYLVANIA 17602-2782 ROBERT M. FRANKHOUSER, JR. '- THOMAS W. BERGEN (717) 299-7254 MICHAEL W. BASIC MARK STANLEY FAX (717) 299-3160 MARK E. LOVETT Web Site: www.hublaw com KEVIN M. FRENCH . JOSHUA D. COHEN KIM R. SMITH STACEY L. MORGAN ROPY O. CONNAUGHTON Direct &Mail:§ ublaw com JEFFREY C. GOSS JOHN A. MATEYAK THEODORE L. BRUBAKER ROBERT W. PONTZ BRETT D. JACKSON November 30 2010 JEFFREY P. OUELLET WILLIAM J. ZEE, III DANA C. PANAGOPOULOS MICHELLE L. GROLEAU VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND FIRST CLASS MAIL Corporate Distribution Ltd. 8 Long Lane Mechanicsburg, PA 17050 COUNSEL CHRISTOPHER S. UNDERHILL MARK L. JAMES JOHN I. HARTMAN, . JR (1919-2000) THEODORE L. BRUBAKER (191 1-2002) GEORGE T. BRUBAKER . (1942.2006) HARRY ST. C. GARMAN (194-5-2006) Re: CIT Technology Financing Services, Inc. Eauupment Lease No 910-0059212-000 dated November 15 2006 To whom it may concern: We represent CIT Technology Financing Services, Inc. ("CIT"), successor-in- interest to original lessor Canon Financial Services, Inc. under the above-referenced Lease Agreement ("Lease"). The Lease covers certain commercial copying equipment including, without limitation, a Cannon Image Runner 110 and related equipment ("Leased Equipment"). You have failed to pay amounts due and owing under the Lease since January 2010. Accordingly, the Lease is in default, and all amounts due thereunder have been and are hereby accelerated. CIT has referred your account to us for collection. CIT's records indicate that the total amount due and owing under the Lease, as of the last date of computation, is $142,231.19. Additional interest, fees and costs for which you are responsible will continue to accrue pursuant to the Lease until the balance is paid in full. Corporate Distribution Ltd. November 30, 2010 Page 2 Be advised that unless your account is paid in full, or you make satisfactory arrangements through this office regarding payment of your account, in either case prior to 4:00 p.m. on I)ecember 15, 2010, CIT will not hesitate to commence legal action to regain possession of the Leased Equipment and to collect the above-referenced obligation without further notice to you. Your immediate response is essential if that step is to be avoided. You should send payment in full to me at the address indicated on the letterhead above. As authorized under your Lease, CIT hereby demands that you immediately return the Leased Equipment. You should telephone Sharon Onwuka at CIT at (904) 620-7547 to make arrangements for doing so.. If you fail to return the Leased Equipment voluntarily, CIT will not hesitate to repossess the same, with or without legal process, as authorized under the terms of your Lease. THIS CORRESPONDENCE IS AN ATTEMPT TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. Please govern yourselves accordingly. Very truly yours, Robert W. Pontz RWP/ald:00602993 cc: Ms. Sharon Onwuka, Senior Litigation Specialist e cnptete Items 1, 2, and 3, Also complete Item 4 H FlestriCbed DPIMY Is desired. e Print Your name and address on the reverse so that we can return the caW to you. ¦ Attach this card to the back of the mailplece, or on the front N space permits. t. Article Aftam ¢,dq to: ,. Corpate Distribution Ltd. 8 Lo Lame Mechlnicsburg, PA 17050 AX a 8 awed (Printed Name Adrtressee C• Date ofDHvwy D. is d*-y address dl"t from Kerr1 I? E7 Yes If YES, enter delivery add ress bel ow: E7 No 3. Service type IS Certified MaB ? EWm Mali r 13 Rnsured Mali 13 C.O.D. Receipt for Merohmxlfae 4. Restricted Delivery? 18ft Fee) 13 2. ;Anl.M Number Yes m?fmmservlcelebso 7039 0960 0000 3508 7888 PS Form 3811, February 2004 .n~ Domestic Retum Receipt 102595-02•M•1540 SHERIFF'S OFFICE OF CUMBERLAND COUNTY +1, C?-EJ f Ronny R Anderson a Sheriff Jody S Smith Chief Deputy 0,11 SEP 21 AM ?" 25 Richard W Stewart '.UMBERLAHO COUN Solicitor PENNSYLVANIA CIT Technology Financing Services, Inc. vs. Corporate Distribution Ltd. Case Number 2011-6914 SHERIFF'S RETURN OF SERVICE 09/08/2011 09:40 AM - Ryan Burgett, Deputy Sheriff, who being duly sworn according to law, states that on September 8, 2011 at 0940 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Corporate Distribution, Ltd. a/k/a Corporate Distribution Limited, Inc., by making known unto Kathleen O'Donnell, Part Business Owner of Corporate Distribution Ltd. at 8 Long Lane, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said true and correct copy of the same. SHERIFF COST: $28.44 September 09, 2011 RYAN BURGETT, DEPUTY SO ANSWERS, R-ONI?W R ANDERSON, SHERIFF c; Cou r, 57te She t e ^os^,fl. WC .? ,. r '7 20' PH `S?L AND c''i1 B , Keith O. Brenneman, Esquire Snelbaker & Brenneman, P.C. 44 West Main Street Mechanicsburg, PA 17055 '17) 697-8528 ttorneys for Corporate Distribution, LTD CIT TECHNOLOGY FINANCING SERVICES, INC. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. 2011-6914 CORPORATE DISTRIBUTION, LTD, a/k/a Corporate Distribution Limited, Inc., CIVIL ACTION -LAW Defendant NOTICE TO PLEAD ITO: CIT Technology Financing Services, Inc., Plaintiff and Robert W. Pontz, Esquire 221 East Chestnut Street Lancaster, PA 17602 You are hereby notified that you have twenty (20) days in which to plead to the enclosed [New Matter or a Default Judgment may be entered against you. SNELBAKER & BRENNEMAN, P. C. LAW OFFICES SNELBAKER & BRENNEMAN, P.C. Date: October 26, 2011 By: Vv-\_f1 Keith O. Brenneman, Esquire 44 West Main Street Mechanicsburg, PA 17055 (717) 697-8528 Attorneys for Defendant Corporate Distribution LTD Keith O. Brenneman, Esquire Snelbaker & Brenneman, P.C. 44 West Main Street Mechanicsburg, PA 17055 (717) 697-8528 Attorneys for Corporate Distribution, LTD CIT TECHNOLOGY FINANCING SERVICES, INC. Plaintiff V. CORPORATE DISTRIBUTION, LTD, a/k/a Corporate Distribution Limited, Inc., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2011-6914 CIVIL ACTION - LAW ANSWER WITH NEW MATTER Defendant Corporate Distribution LTD., by its attorneys, Snelbaker & Brenneman, P. C., submits this Answer with New Matter in response to Plaintiffs Complaint as follows: ANSWER 1. Admitted. 2. Admitted with the qualification that although the name Corporate Distribution Limited, Inc. appears on the lease agreement attached to Plaintiffs Complaint as Exhibit A, Corporate Distribution LTD does not hold itself out or do business as Corporate Distribution Inc. LAW OFFICES SNELBAKER & BRENNEMAN, P.C. 3. Admitted, with the qualification that the Lease Agreement (the "Equipment Lease") ing in writing speaks for itself. 4. Admitted. 5. Admitted. 6. Denied. Paragraph 6 of Plaintiffs Complaint contains a series of unwarranted usions of law to which no response is required by the Defendant; therefore same is deemed pursuant to Pa.R.C.P. 1029(d). By way of further response, the document attached to Complaint as Exhibit C which is entitled a "CERITICATION [sic] OF IGNMENT" purports to be evidence of an alleged assignment and does not constitute an instrument providing for the assignment of the Equipment Lease. On the contrary, Exhibit C claims to certify that "Leases" were sold and assigned during 2006 in accordance with the terms of a July 15, 2004 Agreement which was not attached to the Complaint contrary to the of Pa.R.C.P. 1019(i). Furthermore, although the Lease Agreement is made to in Exhibit C as the "Lease", Exhibit C alleges Canon certified it sold and assigned 1"the Leases". For these reasons, to the extent Plaintiff claims there was either an assignment or assignment of the Equipment Lease, same is specifically denied. 7. Denied. Paragraph 7 of Plaintiffs Complaint contains a series of unwarranted conclusions of law to which no response is required by the Defendant; therefore same is deemed denied. By way of further response, the document attached as Exhibit D to the Complaint is a 'Notice" of a purported assignment, not proof or evidence of any assignment. In addition, A of Exhibit D identifies no contract or any asset or assets which were purportedly sold LAW OFFICES SNELBAKER & BRENNEMAN, P.C. 2 assigned. For these reasons, to the extent Plaintiff claims that there was either an assignment a valid assignment of the Equipment Lease, same is specifically denied. 8. Denied. Paragraph 8 of Plaintiffs Complaint contains a series of unwarranted conclusions of law to which no response is required by the Defendant; therefore same is deemed denied. By way of further response, the document attached as Exhibit E to the Complaint fails in any way to describe the "Purchased Assets" in Exhibit A thereto or otherwise. Further, the Assignor is identified on Exhibit E as CIT Techology Financing Services, II, LLC and also as ICIT Technology Financing Services I LLC. For these reasons, to the extent that Plaintiff claims there was either an assignment or a valid assignment of the Equipment Lease, same is denied. 9. Admitted with the qualification that the Equipment Lease, being in writing, speaks for itself. 10. Admitted with the qualification that the Equipment Lease, being in writing, speaks for itself. 11. Admitted in part; denied in part. It is admitted only that an organization by the name Canon Financial Services (not Canon Financial Services, Inc.) filed a UCC-1 financing as alleged noting a security interest in the collateral specified. 12. Admitted, with the qualification that the Equipment Lease, being in writing, speaks for itself. 13. Denied. Paragraph 13 of Plaintiffs Complaint contains a series of unwarranted of law to which no response is required by the Defendant; therefore same is deemed LAW OFFICES SNELBAKER & BRENNEMAN, P.C. By way of further response, although it is admitted that Defendant did not make the 1, 2010 payment on January 1, 2010, it did make a payment or payments after January 1, 10. 14. Admitted, with the qualification that the Equipment Lease, being in writing, speaks for itself. 15. Denied. Paragraph 15 of Plaintiffs Complaint contains a series of unwarranted of law to which no response is required by the Defendant; therefore same is deemed By way of further response, the Equipment Lease, being in writing speaks for itself. 16. Denied. Paragraph 16 of Plaintiffs Complaint contains a series of unwarranted usions of law to which no response is required by the Defendant; therefore same is deemed . By way of further response, the Equipment Lease, being in writing speaks for itself. It is lalso denied that Defendant owes Plaintiff the sums noted for the reasons set forth in New Matter, averments of which are incorporated by reference herein. 17. Admitted. 18. Denied. It is denied that Defendant has failed to comply with Plaintiffs demands. On the contrary, Defendant has on one or more occasions advised Plaintiff that the equipment be removed by Plaintiff. 19. Denied. Paragraph 19 of Plaintiffs Complaint contains a series of unwarranted conclusions of law to which no response is required by the Defendant; therefore same is deemed denied. By way of further response, the Equipment Lease, being in writing speaks for itself LAW OFFICES SNELBAKER & BRENNEMAN, P.C. 4 20. Denied. Paragraph 20 of Plaintiffs Complaint contains a series of unwarranted usions of law to which no response is required by the Defendant; therefore same is deemed By way of further response, the averments of Defendant's New Matter are incorporated reference herein. 21. Admitted. 22. Denied. After reasonable investigation, this party is without sufficient information to in a belief as to the truth of the allegations concerning value as contained in Paragraph 22 of Complaint; therefore, same is denied and strict proof thereof demanded. WHEREFORE, Defendant requests that Plaintiffs Complaint be dismissed and judgment entered in favor of Defendant. NEW MATTER 23. Plaintiffs Complaint fails to set forth any claim or cause of action against the upon which relief may be granted. 24. The Plaintiff attached as Exhibit C to the Complaint a document entitled "CERITICATION OF ASSIGNMENT". 25. Exhibit C attaches a copy of the Lease Agreement as Exhibit A and refers to the Lease Agreement as the "Lease". 26. Exhibit C purports to certify that Canon sold and assigned "the Leases and the covered thereby". LAW OFFICES SNELBAKER 8C BRENNEMAN, P.C. 27. There is no reference or description of what the "Leases" are in Exhibit C. 5 28. Exhibit D to Plaintiffs Complaint purports to be a notice of the assignment of the I "contracts listed on Schedule A", which Schedule A is attached to Exhibit D. 29. Schedule A to Exhibit D purports to identify a "Purchased Asset". 30. There is no asset described or identified on Schedule A. 31. Exhibit E to Plaintiffs Complaint purports to be an assignment of purchased assets. 32. Exhibit E makes reference to "the Purchased Assets described on Exhibit A 33. Neither Exhibit A to Exhibit E nor Exhibit E describes any assets being assigned or purchased. 34. Exhibit E purports to identify the "Assignor" as CIT Technology Financing Services II LLC 35. Exhibit E also identifies the Assignor as CIT Technology Financing Services II LLC. 36. For the reasons set forth above, Plaintiff has failed to plead an assignment or valid lassignment of the Equipment Lease. 37. Plaintiff has failed to attach the assignment agreements or instruments with respect to notices of assignment attached through Exhibit C and D. 38. For the reasons noted above, Plaintiff has no standing to bring this action. 39. For the reasons set forth above, Plaintiff is not a proper party in interest and cannot Iassert a claim for any rents purportedly due under the Equipment Lease. 40. Plaintiff estimates the value of the equipment leased to be $12,500.00. 41. Plaintiff claims a rent balance due of $129,193.64. LAW OFFICES SNELBAKER & BRENNEMAN, P.C. 6 42. Plaintiffs actions in claiming rent together with late charges and other amounts grossly in excess of the value of the equipment it leases is commercially unreasonable and Iunconscionable. 43. Defendant has on one or more occasions prior to the initiation of this action given intiff the opportunity to take back all of the leased equipment. WHEREFORE, Defendant requests that Plaintiffs Complaint be dismissed and judgment entered in favor of Defendant. SNELBAKER & BRENNEMAN, P. C. By: Keith O. Brenneman, Esquire 44 W. Main Street Mechanicsburg, PA 17055 (717) 697-8528 Attorneys for Defendant Corporate Distribution LTD October 26, 2011 LAW OFFICES SNELSAKER & BRENNEMAN, P.C. 7 VERIFICATION I verify that the statements made in the foregoing Answer with New Matter are true and I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. (Section 4904 relating to unworn falsification to authorities. Corporate Distribution LTD By: //,41z d 6?,? athie O'Donnell, Vice President Date: October 26, 2011 LAW OFFICES SNELBAKER & BRENNEMAN, P.C. CERTIFICATE OF SERVICE I, KEITH O. BRENNEMAN, ESQUIRE, hereby certify that I have, on the below date, a true and correct copy of the foregoing Answer with New Matter to be served upon the and in the manner indicated below: FIRST CLASS MAIL, POSTAGE PREPAID, ADDRESSED AS FOLLOWS: Robert W. Pontz, Esquire 221 East Chestnut Street Lancaster, PA 17602 SNELBAKER & BRENNEMAN, P.C. By: Keith O. Brenneman, Esquire 44 W. Main Street P. O. Box 318 Mechanicsburg, PA 17055 (717)697-8528 Attorneys for Defendant Corporate Distribution LTD Date: October 26, 2011 LAW OFFICES SNELBAKER & BRENNEMAN, P.C.