Loading...
HomeMy WebLinkAbout10-20-11 (2) n ~..., ~,-w, _ ~ O ' ' t ~ ~ ~ ~ ~ om. 1 ! r:- .:5~7 C d . :. _~ ~'-3 V7~ J . . _.. ~Q~ :~: ~ t W , ._ Yi ,..,._ . ~ D ,~ '~ ~ gE; : IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA ESTATE OF . GEORGE F. DIXON, JR. :ORPHANS' COURT DIVISION DECEASED No.21-1994-0754 ~ ~; : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ESTATE OF LOTTIE IVY DIXON :ORPHANS' COURT DIVISION DECEASED NO. 21-07-0686 OBJECTION OF MARSHALL DIXON, EXECUTOR OF THE ESTATE OF LOTTIE IVY DIXON TO THE AUDITOR'S REPORT AND RECOMMENDATIONS TO THE HONORABLE, THE JUDGES OF THE CUMBERLAND COUNTY, PENNSYLVANIA, ORPHANS' COURT DIVISION: Pursuant to C.C.O.C.R. 8.7-2, Marshall Dixon, in his capacity as Executor of the Estate of Lottie Ivy Dixon ("Marshall"), files the following objection to the Auditor's Report and Recommendations dated September 19, 2011.' ' Pursuant to a stipulation of counsel and approval of the auditor, the deadline for filing objections was extended to October 20, 2011. I. Objection Marshall objects to those portions of the Auditor's Report and Recommendations that provide that the Estate of Lottie Ivy Dixon (the "Estate"), rather than Richard E. Dixon and George F. Dixon, III (collectively "the Brothers"), should be required to pay the auditor's fees. Those portions are reflected in the following paragraphs: Conclusion of Law, ¶ 24: Although the Brothers have wholly failed to sustain their burden of proof of misconduct on the part of Marshall, the auditor does not see any persuasive authority, upon similar facts, that the nature and manner of the Brothers' pursuit of their contentions has risen to the level of vexatiousness or to the level of bad faith that would equate with gross negligence, concealment of assets, and misuse of assets that would be necessary to contravene the general rule that the costs of the audit be paid by the Estate. (citing In re Estate of Vaughn, 315 Pa. Super. 354, 461 A.2d 1318 (1983)). Conclusion of Law, ¶ 28: With the required reimbursements to the Estate, payment of the costs of the audit by the Estate will not be materially different than payment of a portion of the costs of the audit by the Estate and a portion by the QTIP Trust, particularly where the great majority of the costs of the audit are attributable to the issues that are contested in the Estate. Recommendation, ¶ 9: The auditor recommends that, within forty days from the date of this report, the fees of the auditor be paid to the auditor by the Estate in accordance with the attached, itemized statement therefor. The auditors' conclusion and recommendations in this regard misapplies existing law and makes a manifestly unreasonable judgment. II. Argument A. Applicable Leal Standards Pennsylvania law provides that the compensation of any auditor shall be paid from such source as the court shall direct, unless there is general rule that provides otherwise. 20 Pa. C.S. § 752. The allocation of the payment of fees is subject to the court's discretion, and will stand absent an abuse of discretion. In re Estate of Vaughn, 461 A.2d 1318 (Pa. Super. Ct. 1983). An abuse of discretion occurs when the court misapplies existing law, makes a manifestly unreasonable judgment or rules with partiality, prejudice or ill will. Id. at 1320 (citing M. Longer, Inc. v. Fedder Corn., 452 A.2d 2356 (Pa. Super. 1982). While the costs of the audit are usually home by the fiduciary estate, in certain circumstances, the costs can be shifted to another party. Id. Where an objector's claims are not supported by probable cause, he should bear the cost of the audit. In re Bennett's Estate, 30 Pa. D.&.C. 148 (Pa. Orph. Northampton 1937); In re King's Estate, 7. A.2d. 297 (Pa. 1939). Probable cause consists of a contention started and conducted in good faith. Bennett, 30 Pa. D.&C. at 153-53. The estate should not bear the burden of increased expense resulting from the unsuccessful objections pursued by the Brothers. See, In re Price's Estate, 8 Leg. Gaz. 108 (Pa. 1876). The Pennsylvania Supreme Court has noted that where expensive litigation is caused by the conduct of the objectors to an account, then it is proper to place the costs of the auditor on the objectors. King's Estate, 7 A.2d at 3-4. 3 B The Brothers Should Be Repaired To Pav The Auditor's Fees Because Their Obeections Were Not Raised and Pursued In Good Faith. In the present case, the Brothers' objections were not started and pursued in good faith. The extensive involvement of the auditor was necessitated from the Brothers' dilatory and vexatious conduct. The Brothers were largely unsuccessful on their objections. As a result the Estate should not bear the burden of the increased expense that resulted from the Brothers' conduct. On August 22, 2008, the Brothers filed several objections to the Estate Account including: (a) an objection to the appraisals of personal property and jewelry; (b) an objection to the allocation of the Unified Tax Credit; (c) an obj ection to the Estate's retention of the portion of the federal tax refund related to the QTIP Trust; (d) an objection that the attorneys' fees billed to the Estate were excessive; (e) an objection that the Executor's commissions were excessive; (f) an objection to certain payments for expenses related to the real estate that had been bequeathed to Charlotte Dixon and Marshall Dixon; (g) an objection to certain losses in value of securities during the administration of the Estate; and (h) an objection that "substantial assets includable in the Estate are not accounted for." Many of these objections were eventually withdrawn or simply not pursued by the Brothers. Two of them were conceded, at least in part. The Brothers pursued one objection through a 4 hearing, but they presented no cogent legal theory and virtually no evidence in support of that objection. The objection related to payments related to the real estate devised to Mazshall and his sister Chazlotte were partially withdrawn by the Brothers, although Marshall conceded that approximately $10,800 in those expenses should be reimbursed to the Estate. Likewise, Mazshall conceded the Brothers' objection regazding a loss arising from marketable securities in the amount of $9,933.96. Thus, approximately $20,000 was recovered to the Estate. The rest of the Brothers' objections however were unsuccessful and/or withdrawn. One of the objections that the Brothers asserted and that they later withdrew asserted that the appraisals of the Decedent's personal property and jewelry "grossly undervalued" the value of those items. The objection was not asserted in good faith because the Brothers had no interest in the valuation of the personal property and jewelry. None of those items were bequeathed to the Brothers or to the QTIP Trust for which the Brothers served as co-trustees, with M&T Bank. Further, the Brothers did not pursue that objection in good faith. They never identified any reason to question the professional appraisals that Mazshall had obtained, and they never bothered to obtain other appraisals. In fact, the Brothers took absolutely no discovery whatsoever in support of their objection. The objection was finally withdrawn by the Brothers on February 9, 2010, just 15 days before the hearing. In sum, the Brothers had no interest in pursuing the objection, stated no basis for the objection, sought no discovery in support of the objection, and only withdrew the objection shortly before the hearing. This conduct demonstrates that the objection was not started or pursued in good faith. 5 Similazly, the Brothers withdrew their objection to the allocation of the Unified Tax Credit fifteen days before the hearing. Despite repeated requests from Marshall's counsel, the Brothers' and their counsel never provided a legal basis for this objection. In fact, the Unified Tax Credit was allocated as required by the applicable provisions of the Internal Revenue Code. Furthermore, consistent with the requirements of the IRC, the Decedent's will required that: if any property held in any testamentary or inter vivos trust created by my late husband, GEORGE F. DIXON, JR., is includable in my estate for purposes of any Death Tax, then any Death Tax attributable to the inclusion of any such property in my estate for the purposes of that Death tax shall be paid out of such property or by the recipients of such property. If any Death taxes aze paid by my Executor, I direct my Executor to obtain reimbursement or contribution for any such taxes paid by my Executor. Because of the provisions of federal and state law, as well as the direction of the Decedent herself, the amount of tax apportioned to the QTIP Trust was determined by taking the amount of federal estate tax imposed on the entire gross estate and deducting therefrom the amount of federal estate tax that would have been imposed had the QTIP Trust not been included in Mrs. Dixon's federal gross estate. As a result of this calculation, the benefit of the unified credit was properly shared only among non-QTIP assets, and it could not have been allocated in any other way. The Brothers' objection to the allocation of the Unified Tax Credit was completely contrary to law, and therefore not raised or pursued in good faith. Additionally, the Brothers agreed, shortly before the hearing, to withdraw their objection to the Estate's retention of the portion of the federal tax refund that was due to the QTIP Trust. Mazshall had made clear that the tax refund was retained by the Estate as an offset against income owed to the Estate by the QTIP. Throughout the audit process, the Brothers never provided evidence to dispute the basis or calculation of the Estate's set-off, nor did they cite any law that undermined the Estate's right to the set-off, which was necessitated by the Brothers' own conduct in refusing to properly distribute the income due to the Estate. Thus, their objection to the withholding of the federal tax refund never had any support in fact or law, and was therefore, not pursued in good faith. The Brothers never pursued their objections that the attorneys' fees and executor's commissions chazged to the Estate were excessive. The Brothers sought no discovery regarding either of these issues during the discovery period. Approximately two weeks before the hearing, the Brothers' filed an Amended Pre-Trial Statement that indicated that they would call no witnesses and introduce no exhibits. Even at that point, however, the Brothers still had not withdrawn their objection to the Estate's attorneys' fees and the executors' fees. At the hearing, the Brothers provided no evidence whatsoever to support their objection that the attorneys' fees chazged for the administration of the Estate were excessive. Likewise, the Brothers provided no evidence that the executor's commissions were excessive. Where a party has no evidence to present in support of an objection, the pursuit of the objection is not in good faith. While the Brothers' objections that were withdrawn and not pursued show that the Brothers failed to act in good faith, the most obvious evidence of their lack of good faith arises from their conduct in the one objection that they did pursue. As noted above, the Brothers objected that "substantial assets includable in the Estate are not accounted for." The Brothers' conduct in pursuing that objection was marked by intransigence, unwillingness to set or adhere to discovery deadlines, failure to comply with the auditor's directives and court orders, and multiple last minute attempts to derail the audit process, take up a new theory of the case, make factually and mathematically unsupportable allegations and pursue a new legal remedy. In fact, 7 the Brothers' bad faith conduct on this objection alone provides a sufficient basis for the Court to charge the auditor's fess to the Brothers. Within three months after Decedent's death, the Brothers' counsel requested that Marshall provide documents related to her financial affairs, which Marshall promptly did. In June 2008, the Brothers, through their counsel, requested that Mazshall provide written authorization for the Brothers to obtain account statements and cancelled checks directly from the financial institutions with whom Mrs. Dixon had accounts during the last yeazs of her life. The Executor promptly did so, thereby ensuring that the Brothers could obtain every single document related to the Decedent's financial matters directly from the financial institutions. In fact, by September 2008, the Brothers had received the monthly account statements and cancelled checks for the checking account that Mrs. Dixon had held at M&T Bank, and its predecessor banks and account statements for the Decedent's brokerage account at Legg Mason. The Court ordered that discovery was to be completed by August 31, 2009, and that deadline was later extended to September 30, 2009. The Brothers finally served interrogatories upon Mazshall on June 18, 2009, and Mazshall timely responded to the interrogatories. The Brothers never asserted that Marshall's interrogatory responses were incomplete or that any of the objections asserted therein were improper. Marshall's deposition was scheduled for September 23, 2009 (seven days before the end of the discovery period, which had been extended), and Mazshall fully cooperated in the deposition, answering all of the questions posed to him. Thus, by the close of the discovery period, the Brothers had had more than a yeaz to obtain and review the Decedent's financial information directly from the financial institutions, 8 they had had full and complete responses to their discovery requests from Marshall, and they had fully deposed Marshall. In fact, in October 2009, the Brothers sought an extension of the discovery deadline, and contended that Mrs. Dixon had a brokerage account worth approximately $500,000 that was not accounted for in the estate administration. Although the Brothers had had more than a year to obtain all financial information from any financial institution, they did not explain their failure to pursue evidence of the alleged $500,000 brokerage account during the discovery period. 'The Auditor recommended that Marshall be required to produce his personal brokerage statements and that the motion to extend discovery be denied. Marshall subsequently produced years of his past brokerage statements, which showed that he had not received a $500,000 brokerage account, or anything of the like, from the Decedent. At the October discovery conference, the Brothers' counsel conceded that they were unable to prove that Mrs. Dixon had been subject to incapacity or undue influence during her lifetime. T'he Brothers' counsel also took the position that, if transfers were made by Mrs. Dixon to Marshall as gifts, the cumulative amounts of the gifts was relevant to the allocation of death taxes among the beneficiaries. For example, in their first pre-trial memorandum, submitted well over a yeaz after they had received all of their mother's financial records, the Brothers stated, "Objectors now believe that in order to fully appreciate how much money in gifts Marshall was receiving from his mother, they will need access to [Marshall's financial records]" and "Objectors request Mazshall's financial records so that they can better determine the full extent of gifts received by Marshall for which no tax has been paid." 9 Contrary to the requirements of the Court's June 17 Order, the Brothers' pre-hearing pleadings filed in October and November, 2009 failed to itemize the assets that the Brothers contended were not included in the estate that should have been included, and failed to provide any supporting rationale and legal authority for their contentions. In fact, although the Brothers had access to all of the Decedent's financial information for more than a year and a half, the Brothers' pre-hearing memorandum stated only that, "Objectors believe that substantial assets that should be accountable in the estate ...are not accounted for" without any specificity as to what assets they believed were not accounted for. On February 9, 2010, the Brothers' counsel filed a pretrial memorandum that contended, for the first time, that Marshall used Mrs. Dixon's credit cards and funds to benefit himself without Mrs. Dixon's knowledge or permission, and also asserted that he "procured gifts using undue influence." That statement of the Brothers' legal theory was made more than three months after it was due and just eleven days before the hearing and was specifically contrary to the concession that the Brother's counsel had made in November 2009 that they did not have the evidence to pursue a charge of undue influence. In addition, and for the first time, the Brothers contended that Marshall "may well have fraudulently transferred over $1,500,000 of the decedent's assets to himself for his benefit during her lifetime." The Brothers still failed to provide an itemized list of the alleged missing assets, and they also still failed to provide any legal authority for their contention that assets should have been included in the estate, but were not. The memorandum also indicated that the Brothers would present no witnesses and no exhibits in support of their objection. " 10 The allegation that Marshall had defrauded his mother of $1.5 million dollars was not only new and unsupported by any evidence obtained by the Brothers in discovery, it was mathematically impossible, as the Brothers should have been well aware. As Co-Executors of their father's Estate and Co-trustees of the QTIP Trust created for their mother's benefit, the Brothers had personal and specific knowledge of their mother's assets and income from 1993 until her death. Given that the income being distributed to Mrs. Dixon from the QTIP Trust was substantially reduced by the failure of the Brothers to pay interest on the lazge loans they had received from the trust, Mrs. Dixon could not have received enough in income to have been defrauded of a sum as large as $1.5 million by anyone, as the Brothers should have been well awaze. The Brothers very late and unsupported assertion in that regard is very neazly prima facie evidence of the lack of good faith with which their objections were pursued. On February 13, 2009 (a Saturday), the Brothers' counsel served an addendum to their supplemental pre-hearing memorandum. That addendum alleged that Mazshall had "procured gifts through theft, deception, fraud and misrepresentation" and repeated the new contention that "Marshall may have defrauded the decedent of at least $1,500,000.00" without any factual basis for such a contention. The addendum also failed to provide any legal authority for their contention that assets should have been included in the estate, but were not. In a very belated attempt to comply with the directive requiring the Brothers, by October 21, to itemize the list of assets that they contended should have been included in the estate, the addendum included lists of checks written from the joint checking account, the vast majority of which were written by Mrs. Dixon to persons and companies to pay for her Gaze and her maintenance of her household. 11 At the hearing, the Brothers called Marshall Dixon as their first and only witness. The Auditor ruled that the Brothers had not established the relevance of checks drawn on the joint checking account, so the Auditor precluded the Brothers from introducing any evidence regazding the checks drawn on the joint checking account. The Brothers made no offer of proof regarding what the evidence would have shown if the Auditor had permitted it to be presented. The Brothers submitted no exhibits in their case in chief. The Brothers presented no evidence that identified any assets that the Brothers contended were improperly excluded from the estate and no evidence in support of their allegation that Mazshall used assets of Mrs. Dixon without her knowledge or permission. The Brothers presented no evidence in support of their contention that Mazshall had procured gifts through theft, deception, fraud and misrepresentation. There was no evidence showing that Mazshall wrote any checks from the joint checking account without Mrs. Dixon's knowledge and permission. There was no evidence that Marshall used the funds in the joint checking account to purchase goods and services benefitting himself without Mrs. Dixon's knowledge and permission. There was no evidence that Mrs. Dixon either objected to Marshall writing checks from the joint checking account or that she ever took any action to remove him as a signatory on the account. There was no evidence that any payments out of the joint checking account were the result of theft, fraud, deception, or misrepresentation. There was no evidence that Mazshall used any funds in Mrs. Dixon's brokerage account for his own benefit, and in fact, no evidence regazding Mrs. Dixon's brokerage account, at all. There was no evidence showing that Marshall transferred assets to or for his benefit without Mrs. Dixon's knowledge. 12 In short, although the Brothers claimed from August 22, 2008 to February 24, 2010 that substantial assets that should have been included in the estate were improperly excluded or omitted from the administration of the estate, they provided no evidence to support that objection. In fact, the auditor noted that the Brothers "wholly failed to sustain their burden of proof of misconduct on the part of Marshall" and that the Brothers "failed to sustain their burden of proof in all respects." Additionally, on February 12, 2010, the Brothers sought to derail the audit process by filing a petition seeking the appointment of an administrator pro tem. That petition included an allegation that Marshall "may have defrauded" the decedent of at least $1.5 million and that Marshall used the decedent's charge cards and funds as a means of investing in his business ventures. The Brothers, however, knew that these allegations were not true, as they had spent more than two and half years investigating the decedent's financial affairs. Furthermore, the petition asserted that the decedent's annual income was at least $300,000 which the Brothers knew was not true, because they had all of the decedent's financial information. As stated above, the Brothers were the co-trustees of the QTIP Trust, were paid for their service as such, and their account of the QTIP shows that its ability to make income distributions to the decedent during her life was substantially hindered by the Brothers' own failure to re-pay loans that had been made to them by the QTIP. In short, the petition made factual allegations that the Brothers definitively knew were a mathematical impossibility. And, at the hearing just twelve days later, when the Brothers had their opportunity to prove that $1.5 million was missing from the decedent's estate, or even that any amount at all, had been improperly excluded from the estate accounting by Marshall, they provided absolutely no probative evidence. 13 If ever there were a case where the objectors' conduct justified imposing the costs of the audit upon them, it is this case. By the summer of 2008, the Brothers had direct access to all of the decedent's financial information directly from the financial institutions, yet at the hearing more than a yeaz and a half later, the Brothers were unable to prove that Marshall had improperly excluded ~ assets from the Estate account. In the months leading up to the hearing, when the Brothers were required by Court order to identify the alleged missing assets, they were unable to do so, yet they continued to pursue their objection that assets were missing. Likewise, when the Brothers were required to provide supporting rationale and legal authority for their contentions, they were unable to do so. Eventually, many of the objections that they had asserted and pursued were simply withdrawn. In the last month before the hearing, the Brothers asserted new legal theories and sought to avoid their duty to prove their objections in their very tazdy petition for the appointment of an administrator pro tem. Finally, at the hearing, the Brothers presented virtually no evidence in support of their remaining objection and no cogent legal theory upon which their objection could be sustained. Such conduct is cleazly demonstrative of bad faith. The Auditor seemed to conclude that he should not shift his fees to the Brothers because there aze no cases "upon similaz facts" where the auditor's fees were shifted. That conclusion misapplies existing law. The shifting of an auditor's fees from an estate to an objector does not require a factually similar case? Such fee shifting is proper when the objections aze not supported by probable cause, that is, when they consist of contentions that were not started and pursued in good faith. Bennett, 30 Pa. D.&C. at 153-53. Furthermore, shifting the auditor's fees z Indeed, Mazshall submits that the Brothers conduct in this matter was so extraordinary, that it is not surprising that there is no factually similar case. 14 to the objectors is appropriate when unsuccessful objections result in expensive litigation. Kim's Estate, 7 A.2d at 3-4. Thus, the fact that the auditor found no case with facts similar to the facts in this case is irrelevant. Instead of asking whether there were other cases with similar facts, the Auditor should have considered whether the Brothers' acted in good faith or caused expensive litigation in the pursuit of unsuccessful objections. Here, because the answer to both questions is an unequivocal "yes," the Brothers should be required to bear the preponderance of the auditor's fees. Furthermore, the Auditor's finding that the Brothers' conduct did not rise to the level of vexatiousness to shift the fees is a manifestly unreasonable judgment. As explained at length above, the Brothers asserted and pursued objections that were completely unsupported by law. The Brothers delayed their discovery requests until the very end of the (extended) period set for discovery and then complained that they needed a further extension of that period. The Brothers had years to develop facts in support of their objection regarding alleged missing estate assets, yet they produced no evidence in support of that claim. In fact, at the hearing, the Brothers made almost no effort to submit evidence in support of that objection. Meanwhile, virtually up to the eve of trial, and months after discovery had been completed, the Brothers continued to submit papers to the Auditor and the Court claiming that Marshall had defrauded Mrs. Dixon of substantial funds and making countless unsupported ad hominem attacks. Moreover, the Brothers flaunted the Court's order requiring them to itemize the alleged missing assets, provide supporting rationale and legal authority, and identify their witnesses and exhibits. As a result, in the last few weeks before the hearing, the Brothers were continually shifting their positions on their legal theory and the basis of their objections. Furthermore, after the parties had invested 15 over a yeaz and a half in the audit process in order to address the Brothers' objections, the Brothers sought to disrupt that process by pursuing an alternative remedy. If a party's pursuit of invalid legal claims, knowing assertion of inaccurate facts, disregard of Court-ordered disclosure obligations, and efforts to undermine an ongoing proceeding does not constitute vexatious conduct worthy of fee-shifting, then it is difficult to imagine under what circumstances a court would shift an auditor's fees to the objectors. C. Payment of the Costs of the Audit by the Estate is Punitive to Marshall and to Charlotte Dixon. The Auditor was incorrect in stating that payment of the costs of the audit by the Estate would not be materially different than payment of those costs in part by the Estate and in part by the QTIP Trust. Because of this litigation, the Estate has no residuary assets to pay the costs of the audit, so if the costs are imposed on the Estate, that liability will necessazily abate the specific devises of real property to Mazshall and his sister, Chazlotte. In other words, imposing the costs of the audit on the Estate is equivalent to imposing such costs on Marshall and Charlotte Dixon alone and allowing the Brothers to avoid any such burden. Given that the litigation was brought entirely at the Brothers' behest and direction and was pursued in such bad faith as set forth above, such an allocation is manifestly unfair to Marshall, who has born the sole burden of the estate's costs of litigation, and to Chazlotte Dixon, who alone amongst her siblings is not even a party to the litigation. D. The Determination of the Allocation of the Coats of Audit should be deferred and Decided with a Determination on the Motion for Attorneys' Fees. Concurrent with these Objections, Marshall submits a Motion for Attorney's Fees that requests that the Estate be permitted to recover its counsel fees expended in defending against 16 the Brother's Objections, based on the very same analysis set forth above. As a hearing will be required for a ruling on that Motion, Marshall proposes that the final determination of the allocation of the Auditor's fees and costs be deferred until the resolution of the Motion for Attorneys fees, as the two matters arise from the same factual and similar legal analysis, i.e., the Brothers' vexatious and dilatory nature and manner of the pursuit of their Objections. III. CONCLUSION For the reasons set forth above, the Auditor's determination that the Auditor's fees should be home by the Estate and not by the Brothers is in error. Therefore, that determination should be rejected, and the Court should order that the Brothers pay the Auditor's fees in full. McNEES WALLACE & NURICK LLC By: ~ ~~ Elizabe . Mullaugh I.D. No. 76397 Kimberly M. Colonna I.D. No. 80362 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 717-232-8000 Counsel for Marshall Dixon as Executor of the Estate of Lottie Ivy Dixon Date: October 19, 2011 17 CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the forgoing document was served by first class mail, postage prepaid, addressed as follows: Walter W. Cohen, Esquire Kevin J. Kehner, Esquire Obermayer Rebmann Maxwell &Hippel LLP 200 Locust Street, Suite 400 Harrisburg, PA 17101 Paul C. Heintz, Esquire Nina B. Stryker, Esquire Erin E. McQuiggan, Esquire Obermayer Rebmann Maxwell &Hippel LLP One Penn Center, 19~' Floor 1617 JFK Boulevazd Philadelphia, PA 19103 Mazk Bradshaw, Esquire Stevens & Lee, P.C. 17 N. Second St., 16`x' Floor Harrisburg, PA 17101 Daniel L. Sullivan, Esq. Saidis, Sullivan & Rogers 26 West High Street Carlisle, PA 17013 Wayne F. Shade, Esquire 53 W. Pomfret St. Cazlisle, PA 17013 Charlotte Ivy Dixon 323 Bayview Street Camden, ME 04843 Kimber y . Colonna Dated: October 19, 2011