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HomeMy WebLinkAbout02-0436CARLISLE SYNTEC INCORPORATED Plaintiff Vo SECURITYLINK FROM AMERITECH, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. ~EQUITY 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 an 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, Pennsylvania 17013 (717) 249-3166 CARLISLE SYNTEC INCORPORATED Plaintiff SECURITYLINK FROM AMERITECH, INC. Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. CIVIL ACTION-EQUITY COMPLAINT NOW, comes Plaintiff, Carlisle SynTec Incorporated ("Carlisle"), by and through its attorneys, O'BRIEN, BARIC & SCHERER, and files the within complaint and, in support thereof, sets forth the following: 1. Carlisle SynTec Incorporated is a Delaware corporation with its principal place of business located at 1285 Rimer Highway, Carlisle, Cumberland County, Pennsylvania. 2. SecurityLink From Ameritech, Inc. is a Delaware corporation with its principal place of business located at 777 West Putnam Avenue, Greenwich, Connecticut 06830 (hereinafter referred to as "Ameritech"). 3. On or about January 24, 1990, Carlisle entered into an agreement with Commonwealth Security Systems, Inc. under which Commonwealth Security Systems, Inc. would provide protective services to include fire and burglary alarm systems installed at Carlisle facilities and monitored by Commonwealth Security Systems, Inc. ("Commonwealth contract"). The Carlisle facilities to be provided with protective services included a manufacturing plant, a technical center and an administrative office building owned by Carlisle and located in Carlisle, Pennsylvania ("Carlisle Facilities"). A tree and correct copy of the Commonwealth contract is attached hereto as Exhibit "A" and is incorporated. 4. The Commonwealth contract was for an original term of five (5) years, was renewed for an additional five (5) years in January, 1995 and again January, 2000. 5. Upon information and belief, Ameritech, under the name "SecurityLink" assumed the obligations and contracts of Commonwealth Security Systems, Inc. during the term of the Commonwealth contract. 6. When Commonwealth Security Systems, Inc. was providing the protective services to Carlisle, any activation of the fire alarm system would first result in a telephone call from Commonwealth Security Systems, Inc. to a designated Carlisle employee. The Carlisle employee would then determine whether the activation was a false report and the local fire or police department would not be notified until the determination was made by the Carlisle employee. In relevant part, the Commonwealth contract provided as follows: 18. Central Station monitoring service consists solely of the calling by telephone of third party professional agencies and/or the telephone number supplied by Subscriber in writing upon receipt of signals transmitted from equipment at the Premises. Subscriber agrees that signals monitored by any third party are not the responsibility of Company and Company shall haveno liability for any loss, damage or expense to Subscriber, including any general, special, incidental or consequential damages or expense to Subscriber arising out of monitoring by any third party. 7. After the assumption of the Commonwealth contract by Ameritech, Ameritech was to continue providing fire and burglary alarm protective services and maintenance of the alarm equipment for the Carlisle Facilities and Carlisle was to continue to pay a monthly service charge to be paid quarterly. Upon infomtation and belief, this assumption of the Commonwealth contract by Ameritech occurred sometime after January, 2000. 8. In February, 2000, several false fire alarm activations resulted in emergency service personnel and firefighters being dispatched to the Carlisle facilities 9. Carlisle contacted by Ameritech to determine why these activations had not been followed by a telephone call from Ameritech to the designated Carlisle representative prior to contacting emergency services and fire departments. Carlisle was informed by Ameritech that it had changed its policies and procedures and would no longer contact a Carlisle representative prior to contacting emergency services and fire departments. 10. By letter dated April 18, 2000, Carlisle notified Ameritech that Carlisle was terminating the Agreement effective May 31, 2000 and Carlisle would no longer be using the Ameritech services after May 31, 2000. A true and correct copy of this letter is attached hereto as Exhibit "B" and is incorporated. 11. Subsequent to termination of the Agreement, Ameritech forwarded invoices to Carlisle for maintenance and alarm service to cover the periods April 1, 2000 through March 31, 2001 and May 1, 2000 through April 30, 2001. Copies of invoices from Ameritech are attached hereto as Exhibit "C" and are incorporated. 12. Carlisle's accounts payable department paid the invoices not knowing at the time that the Agreement had been tem,inated with an effective date of temfination of May 31, 2000. 13. The amount paid to Ameritech under the invoices attached as Exhibit "C" totaled $10,301.12 for the period after the effective termination of the Agreement. 14. Upon realizing the mistaken overpayment, Carlisle notified Ameritech of the error and requested refund of the $10,301.12. 15. Carlisle. 16. Despite this demand, Ameritech has failed and refused to tender the sum to COUNT I MONEY HAD AND RECEIVED Plaintiff incorporates by reference paragraphs one through fifteen as though set forth at length. 17. Ameritech received from Carlisle funds totaling $10,301.12 for which Ameritech provided no services or goods. 18. Ameritech knew at the time it received the above stated sum from Carlisle that it had given and would not be giving any consideration for the money. 19. Ameritech has given Carlisle no consideration for the sum forwarded to Ameritech by Carlisle. 20. Demand has been made upon Ameritech to return the sum of $10,301.12 to Carlisle and Ameritech has failed and refused to do so. WHEREFORE, Carlisle requests judgment in its favor and against Ameritech requiring Ameritech to: a) return the subject matter in specie; b) pay over the value if Ameritech has consumed the money in beneficial use; c) pay its value if Ameritech has disposed of the funds received; d) costs, expenses and interest. COUNT II UNJUST ENRICHMENT 21. Plaintiff incorporates paragraphs one through twenty as though set forth at length. 22. Carlisle conferred a benefit upon Ameritech by paying the sum of $10, 301.12 to Ameritech with no consideration or services being provided by Ameritech in return. 23. Ameritech has accepted and retained the benefits so conferred. 24. The benefit so conferred upon Ameritech by Carlisle was given by mistake. 25. Acceptance and retention of said benefits by Ameritech would be inequitable. WHEREFORE, Carlisle requests judgment in its favor and against Ameritech requiring Ameritech to pay to Carlisle the sum of $10,301.12 with interest, costs and expenses of this action and such other relief as this Court may deem just and proper. Respectfully submitted, t~RIEN, BARIC & SCH~J~j~ER David A. Baric, Esquire I.D. # 44853 17 West South Street Carlisle, Pennsylvania 17013 (717) 249-6873 dab.dir/litigation/carl.syn/ameritech/complaint3.pld 7172495755 OBS LAW OFFICE PAGE 88 Thc statements in thc foregoing Complaint are based upon information which has been assembled by my attorney in this litigation. The language of the statements is not my ow~. I have read thc statements; ~nd to the extent that they are based upon information which I have given m my counsel, they arc truc and correct to thc best of my knowledge, information and belief. I tmderstand that fei,sc s~atements herein are made subjec! Io the penaltie~ c~f ! g Pa.C.S. § 4904 relating to unswom falsifications to authorities. COMMONWEALTH Security Systerr~, Inc, ~5321B JAYCEE AVENUE, HARRISBURG, PA 17112 JOB NO, , /' ~'1,__ INSTALLATIONDATE THISAGREEMENTIsmadethis ~ / dayof. ,Y~,t.c~,4~.~ , //~/-') by and between COMMONWEALTH SECURITY SYSTEMS, INC. ("Company") and ~.~/' -' CARLISLE SYNTEC SYSTEMS, DIVISION OF CARLISLE CORPORATION P. O. BOX 7000, CARLISLE, PA 17013 Location of Protected Premlm ("Pmmlm'') SAME AS ABOVE RITNER ADMINISTRATION BUILDING .~ ~?~ec~ tp the terms and condi one here nafter set forth, Company agrees to ~ sell (except communicator and/or memory chip) [] lease to Subscribefand/orto [~nstall [] dispatch [] repairservlces X~] per call repair servlce ~ monitor [] othera ~ commercim [] rseidentiaJ signaling system ("System") as foflows: See Schedule of Protection Attached ,. s.~,,,-.,..,o..,Com~,~..u,.o, Ten thousand thee hundred.--'~"~""""~"~'..,.-~,--..--,.,~.,.o.~ eight-six 10 ~ nn ~ _~,.~..,.,. s.~.~.~,..~o,.,c~.~,~....., Elqht .hundred seventy- 876,00 *~.~~ ~i :. ~. ~ . ~ .~ - .. ~ ~~,~ n~o THE FRONT AND R~E BEFORE SIGNING. THERE ARE NO WAR~NTIE~ ~PRE~ OR IMpLI~Bt WHICH ~END B~OND THE O~RIK~N ON TH~ FACE OR R~ERSE HEREOF~ INCLUDING ANY IMPLIED WARRAN~ OF MERCHANTABIL~ OR FOR A PARTIC,U~ PURPO~K YOU, THE BUYER (CONSUMER T~NSA~ION~ ' f '" · :-,: a' .. ONL~, MA~NCEL THIS TRAN~oN, ~LE OR CONTACT FOR ANY R~ON, AT ANY TIME WITHIN THREE (~ BUSIN~ DAYS OR PRIOR TO MIDNIGHT OF THE THIRD BUSINE~ DAY A~ER THE DATE OF THIS T~N~CTION OR YOU HAVE SIGNED THE CON- TRACT AN~OR PURCHASED THE MERCHAN DIS[ SEE THE A~ACH ED NOTICE OF CANCELATION FORM FOR AN ~P~NATION OF THIS RIGHT. COMMONWEALTH SECURITY SYSTEMS, INC. By: SALES REPRESENTATIVE SUBSCRIBER CARLISLE SYf~fEC SYSTEMS "x" . ,[ ::. --- r, TITLE APPROVED: ALrTHOR/ZED REPRESENTATIVE EXHIBIT "A~ "x". COMP ~-~ ~~. ANY SHALL NOT BE LIABLE FOR ANY GENERA[ ~iRECT, SPEC~ ~EMp~Ryi P~mv~ INCIDENTAl' NO ~PRE~ WA~NTI~ WHICH n~R~F OR HEREIN. ~ ~T ~ ~ ~, Carlisle SynTec Incorpora[ed Carlisle SynTec Incorporated 13.0, Box 7000 Carlisle, PA T7013 (7 ! 7) 245-7000 Mr. Jim Durkin SecurityLink from Ameritech 3040 Industry Drive Lancaster, PA 17604 04/18/2000 Dear Mr. Durkin, In early February 2000, we experienced several incidences of fire apparatus responding to our facilities without our knowledge. We investigated and found that the written call list instructions which had been followed for over nine (9) years, specifically requiring contact with our maintenance people prior to contacting local fire or police services, were not being followed by your dispatcher per SecurityLink's new company policy. After repeated attempts to rectify this concern we were unable to achieve a positive resolution. We cannot operate our business, protect our facilities, or maintain our good relations with local fire and police services continuing with your company's alarm response policy. Your company's lack of response to our critical business concern, and continued actions in violation of paragraph #18 of our current agreement has prompted us to seek other alternatives that better serve our needs. We are formally notifying SecurityLink of our intent to terminate our current service agreement effective Ma) $1, 2000. We would appreciate a quick response to this notice and your professional assistance in achieving a smooth transition. If you h,ave any q,,estions please, feel free to contact me at (717) 245-7070. Robed/~./(elly III~/ C)disle SynTec In.orated Cc: J. Clifton, G. Koch EXHIBIT '"B" Lnnca$1er, Pennsylvama 17604 (?17) 394-3781 (717) 394-g471 Fax CA.qLJSLE SYNTEc SYSTEMS DIV OF CARLISLE CORP P,O. BOX 7000 CA, RUBLE, PA 17013 Date Inv~c~ll 411/00 30828229 Remit To: Se~rrityl.iflk LOUISVILLE KY, 402~0-1076 Customerll 107S39,5 Service Period 04~01/00.03/'31/01 04 l(~'1100 . 0 ~31/01 PO Number CARLISLE $YNTEc PLANT #8/ADHEs 1509 RITNER HIGHWAy DIGITAL MONITORJNG Corn 8ur~ Malnt= & ~-vee EXTENDED SERVICE CONTRACT C~b"d Ac~,~et~ Main! "'nd Scoriae Due Upon Receipt Due Date Unit prl2~S,,) Ext. Amount so , 3oe. ooP,'f Subtotal 2,574.20 Sales Tax 136.00 Involra Total 2,710.29 EXHIBIT "C" CARLISLE SYNTEC SYSTEMS Po BOX7000 ATI':ACCT. DEPT. CARLISLE, PA1?013 Custome~ 10753g$ 8e~lce ~eHod 04/01/00 - 03/31/01 04/01/00 - 03/31/01 04101100 - 03/31/01 04/01/O0 - 03/31/01 04/01/00 - 03/31101 PO Number Dozcrlptlen C..&RLISL~ 6YNTEC PLANT 1295 RLTNER HIGHWAY Menllo~lng DIGITAL MONITORING Gem Burg/Fire Test & Inspec[ TEST REPORT TIMING Corn Fire Meint & Svce Corn Fire Main! & Svce Card A__,~e_-s Malnt and $ewlce Twe Monies Free Terl'fl~ Due Upon Receipt 4~1/00 Q~Y Unit Price Ext. A~ount . ( ~.;o ~5.~ ~e.oo, 4, ~.o ~.,~ ,,.~ ~,,.~ , ,,.0 ,,., ,,,.oo Subtotal Sales Tax Invoice Total g75.70.~' 40.18 1.015.88 CARLI$Lp SYNTEC SYSTEMS ATT: ACCT.DEPT. CARLISLE, PA 17013 5/1/00 Remit To: Secmil~Unic ~n Amer{iech Post Office Box 9001076 LOUISVILLE KY, 40290-1076 Customer~ ..1075396 Se~JcePa~od 05/01100. ~4/30/01 Number DeecripUon CARLISLE SYN'rEc ~L.AN'I' 129~ RITNER HIGHWAY Corn Burg/Fire Main[ & Svc EXTENDED SERVICE CONTP..ACT 'Fell?la Due Upon Qty Unit Price 12.0 F~34.3g Due Data ~J1/Go Ext. Amount 7.612.67 Subtotal 7,612.67 Sales Taz 456.76 Invoice To~l ~' 8,069.43 SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-00436 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND CARLISLE SYNTEC INC VS SECURITYLINK FROM AMERITECH R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: CT CORPORATION SYSTEM AS AGENT FOR SECURITYLINK FROM AMERITEC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of PHILADELPHIA County, Pennsylvania, to serve the within COMPLAINT - EQUITY On February 26th , 2002 , this office was in receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing 6.00 Out of County 9.00 Surcharge 10.00 Dep Philadelphia 116.00 .00 141.00 02/26/2002 R. Thomas Ktine Sheriff of Cumberland County OBRIEN BARIC SCHERER Sworn and subscribed to before me SHERIFF'S RETURN - U.S. CERTIFIED MAIL CASE NO: 2002-00436 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND CARLISLE SYNTEC INC VS. SECURITYLINK FROM AMERITECH R. Thomas Kline , Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law served the within named DEFENDANT ,SECURITYLINK FROM AMERITECH , INC by United States Certified Mail postage prepaid, on the 29th day of January ,2002 at 0000:00 HOURS, at 777 WEST PUTNAM AVENUE GREENWICH, CT 06830 and attested copy of the attached COMPLAINT - EQUITY with receipt card was signed by 00/00/0000 Additional Comments: RETURNED AS "ANK" , a true Together The returned on Sheriff's Costs: Docketing 18.00 Cert Mail 4.40 Affidavit .00 Surcharge 10.00 .00 32.40 Paid by OBRIEN BARIC SCHERER Sworn and subscribed to before me this /~J~ day of-2~ ~2~ A.D. honotary ~\ Thomas Kline Sheriff of Cumberland County on 02/26/2002 AFFIDAVIT OF SERVICE SheriWs No~~ COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF PHIt,ADELpHIA That on o~ '[~' :~ ''& at ~ a.m./t~.m~ervice of(documents) was made up0n (defendant)~fl'l~ by serving to"ahd leaving with: (name of defendant or person served and relationskip and/or tide): at: (address) t/Or-Ii'~ /t"/b'/A°t(~ T ~r ~ the City a~,d County of Philadelphia, Commonwealth of Pennsylvania. ' NOT FOUND: That on 'moved no answer a.m./p.m service was not-made because: expired unknown vacant other Process Server PhitadelphiaC . y . ,~ In The Court of Common Pleas of Cumberland County, Pennsylvania Carlisle Syntech Incorporated 'VS.' ' ~ SecurityLink From Ameritech, Inc. ~ SERVE: CT Corporation System as M^ 02 436 civil agent for SecurityLink from Amerit~', Inc. NOW, January 29, 2002 , I, SHERIFF OF CUMBERLAND COLrNTy, PA, do hereby deputize the Sheriff of Philadelphia County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service }qOW, within ,20 ., at o'clock __ M. served the upon by handing to and made ka~own to copy of the orig/nal the contents thereof. So answers, Sheriff of County, PA Sworn and subscribed before me this __ day of ,20__ COSTS SERVICE MILEAGE AFFIDAVIT .$ MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP BY: JEREMY D. MISHKIN and MEGHAN M. THOMSEN IDENTIFICATION NOs. 30017 and 80883 123 SOUTH BROAD STREET PHILADELPHIA, PA 19109 (215) 772-1500 ATTORNEYS FOR DEFENDANT CARLISLE SYNTEC INCORPORATED, Plaintiff, SECURITYLINK FROM AMERITECH, INC., Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-436 CIVIL ACTION - EQUITY ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter our appearance on behalf of defendant SecurityLink from Ameritech, Inc. in this action. Jeremy D. Mishkin Meghan M. Thomsen Montgomery, McCracken, Walker & Rhoads, LLP Dated: March 25, 2002 CERTIFICATE OF SERVICE I, Meghan M. Thomsen, hereby certify that on this 25th day of March, 2002, I caused a true and correct copy of the foregoing Entry of Appearance to be served upon the following by first class United States mail, postage paid: David A. Baric, Esquire 17 West South Street Carlisle, PA 17013 Counsel for Plaintiff Meghan M. Thomsen NOTICE TO PLEAD To: Plaintiff Carlisle SynTec Incorporated: You are hereby notified to file a written response to the enclosed New Matter and Counterclaim within twenty (20) days from service hereof or a judgment may be entered against you. Jeremy D. Miskkin, Esquke Meghan M. Thomsen, Esquire MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP BY: JEREMY D. MISHKIN and MEGHAN M. THOMSEN IDENTIFICATION NOs. 30017 and 80883 123 SOUTH BROAD STREET PHILADELPHIA, PA 19109 (215) 772-1500 ATTORNEYS FOR DEFENDANT CARLISLE SYNTEC INCORPORATED, Plaintiff, SECURITYLINK FROM AMERITECH, 1NC., Defendant. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-436 CIVIL ACTION - EQUITY ANSWER, NEW MATTER AND COUNTERCLAIM OF DEFENDANT SECURITYLINK FROM AMERITECH. INC. Pursuant to Rule 1029 of the Pennsylvania Rules of Civil Procedure, defendant SecurityLink from Ameritech, Inc. ("SecurityLink"), by its undersigned attorneys, hereby answers the Complaint of plaintiff Carlisle SynTec Incorporated ("Carlisle") as follows: 1. Admitted upon information and belief. 2. Denied. By way of further answer, SecurityLink from Ameritech, Inc. was sold in January 2001 and its name was changed to SecurityLink, Inc. shortly thereafter. In December 2001, SecurityLink, Inc. merged with and into ADT Security Services, Inc. ADT Security Services, Inc. is a Delaware corporation with its principal place of business located at One Town Center Road, Boca Raton, Florida 33487. 3. Denied. The contract attached as Exhibit A to plaintiff's Complaint is in writing and speaks for itself. By way of further answer, upon information and belief, Commonwealth Security Systems, Inc. was the trade name for Lancaster Alarm Company, Inc. 4. Admitted. 5. It is admitted only that in 1997 SecurityLink replaced and succeeded to Commonwealth as the company responsible for providing alarm monitoring services to Carlisle under the contract attached as Exhibit A to plaintiff's Complaint. By way of further answer, the contract attached as Exhibit A to plaintiff's Complaint is in writing and speaks for itself. To the extent that the averments in paragraph 5 are conclusions of law, no responsive pleading is required. 6. the truth of the averments in the first two sentences of paragraph 6, and the same are therefore deemed to be denied. By way of further answer, with respect to the balance of the averments in paragraph 6, the contract attached as Exhibit A to plaintiff's Complaint is in writing and speaks for itself. 7. It is admitted only that in 1997 SecurityLink replaced and succeeded to Commonwealth as the company responsible for providing alarm monitoring services to Carlisle under the contract attached as Exhibit A to plaintiff's Complaint. By way of further answer, the SecurityLink is without knowledge or information sufficient to form a belief as to -2- contract attached as Exhibit A to plaintiff's Complaint is in writing and speaks for itself. To the extent that the averments in paragraph 7 are conclusions of law, no responsive pleading is required. 8. SecurityLink is without knowledge or information sufficient to form a belief as to the troth of the averments in paragraph 8, and the same are therefore deemed to be denied. 9. SecurityLink is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 9, and the same are therefore deemed to be denied. By way of further answer, in accordance with industry standard NFPA 72, following an activation of a SecurityLink alarm system it is SecurityLink's policy, with respect to commemial fire alarm accounts and panic alarms, to contact the appropriate emergency services and/or fire department prior to contacting the customer representative. 10. The averments in paragraph 10 constitute conclusions of law to which no responsive pleading is required. To the extent they are deemed to be averments of fact, they are denied. By way of further answer, the letter attached as Exhibit B to plaintiff's Complaint is in writing and speaks for itself. 11. The averments in paragraph 11 constitute conclusions of law to which no responsive pleading is required. To the extent they are deemed to be averments of fact, they are denied. By way of further answer, the invoices attached as Exhibit C to plaintiff's Complaint are in writing and speak for themselves. 12. SecurityLink is without knowledge or information sufficient to form a belief as to the truth of the averments in paragraph 12, and the same are therefore deemed to be denied. 13. Denied. The invoices attached as Exhibit C to plaintiff's Complaint are in writing and speak for themselves. -3- 14. Denied. By way of further answer, SecurityLink denies that it ever received an overpayment from plaintiff. To the contrary, after plaintiff allegedly terminated the contract, SecurityLink billed plaintiff (in accordance with the terms of the contract) for balance of contract fees in excess of $14,000 and plaintiff has failed and refused to pay these amounts due and owing to SecurityLink. 15. Denied. By way of further answer, SecurityLink denies that it owes any sum of money to plaintiff. To the contrary, after plaintiff allegedly terminated the contract, SecurityLink billed plaintiff (in accordance with the terms of the contract) for balance of contract fees in excess of $14,000 and plaintiffhas failed and refused to pay these amounts due and owing to SecudtyLink. 16. by reference. 17. COUNT I Money Had and Received The averments in paragraphs 1 through 15 of this Answer are incorporated herein Denied. By way of further answer, after plaintiff allegedly terminated the contract, SecurityLink billed plaintiff (in accordance with the terms of the contract) for balance of contract fees in excess of $14,000 and plaintiffhas failed and refused to pay these amounts due and owing to SecurityLink. 18. The averments in paragraph 18 constitute conclusions of law to which no responsive pleading is required. To the extent they are deemed to be averments of fact, they are denied. 19. The averments in paragraph 19 constitute conclusions of law to which no responsive pleading is required. To the extent they are deemed to be averments of fact, they are denied. 20. Denied. By way of further answer, SecurityLink denies that it owes any sum of money to plaintiff. To the contrary, after plaintiff allegedly terminated the contract, SecurityLink billed plaintiff (in accordance with the terms of the contract) for balance of contract fees in excess of $14,000 and plaintiff has failed and refused to pay these mounts due and owing to SecurityLink. WHEREFORE, defendant SecurityLink from Ameritech, Inc. respectfully requests that this Court enter judgment in its favor, dismissing Count I of the Complaint with prejudice and awarding it the costs and reasonable attomeys' fees it has incurred in the defense of this matter, together with such other and further relief as the Court deems just and proper. 21. by reference. 22. COUNT II Unjust Enrichment The averments in paragraphs 1 through 20 of this Answer are incorporated herein The averments in paragraph 22 constitute conclusions of law to which no responsive pleading is required. To the extent they are deemed to be averments of fact, they are denied. 23. The averments in paragraph 23 constitute conclusions of law to which no responsive pleading is required. To the extent they are deemed to be averments of fact, they are denied. -5- 24. Denied. By way of further answer, SecurityLink denies that plaintiff ever conferred a benefit upon SecurityLink. To the contrary, after plaintiffallegedly terminated the contract, SecurityLink billed plaintiff (in accordance with the terms of the contract) for balance of contract fees in excess of $14,000 and plaintiff has failed and refused to pay these amounts due and owing to SecurityLink. 25. The averments in paragraph 25 constitute conclusions of law to which no responsive pleading is required. WHEREFORE, defendant SecurityLink from Ameritech, Inc. respectfully requests that this Court enter judgment in its favor, dismissing Count II of the Complaint with prejudice and awarding it the costs and reasonable attorneys' fees it has incurred in the defense of this matter, together with such other and further relief as the Court deems just and proper. NEW MATTER 26. Plaintiff's claims are barred due to the Complaint's failure to state a legally sufficient claim upon which relief may be granted. 27. PlaintiWs claims and/or damages are barred and/or limited by the terms of plaintiWs contract with SeeurityLink. 28. 29. 30. 31. 32. 33. 34. Plaintiff's claims are barred, in whole or in part, by the doctrine of waiver. Plaintiff's claims are barred, in whole or in part, by the doctrine of estoppel. Plaintiff's claims are barred, in whole or in part, by the doctrine of laches. Plaintiff's claims are barred, in whole or in part, by the doctrine of acquiescence. Plaintiff's claims are barred, in whole or ip part, by the doctrine of justification. Plaintiff's claims are barred, in whole or in part, by the doctrine of authorization. Plaintiff's claims are barred, in whole or in part, by the doctrine of consent. -6- 35. Plaintiff's claims are barred, in whole or in part, by the doctrine of nnclean hands. 36. Plaintiff's equity claims are barred, in whole or in part, because plaintiff has an adequate remedy at law. WHEREFORE, defendant SecurityLink from Ameritech, Inc. respectfully requests that this Court enter judgment in its favor, dismissing the Complaint with prejudice and awarding it the costs and reasonable attorneys' fees it has incurred in the defense of this matter, together with such other and further relief as the Court deems just and proper. COUNTERCLAIM Pursuant to Rule 1031 of the Pennsylvania Rules of Civil Procedure, SecurityLink from Ameritech, Inc. hereby asserts a counterclaim against plaintiff Carlisle SynTec Incorporated as follows: COUNT I Breach of Contract 1. The averments in paragraphs 1 through 36 of SecurityLink's Answer and New Matter are incorporated herein by reference. 2. Commonwealth and Carlisle entered into a contract dated as of January 24, 1990 and attached as Exhibit A to plaintiff's Complaint. 3. In 1997, SecurityLink replaced and succeeded to Commonwealth as the company responsible for providing alarm monitoring services to Carlisle under the contract attached as Exhibit A to plaintiff's Complaint. 4. Paragraph 2 of the contract provides that: It]his Agreement shall automatically, without action by either party, extend and renew itself under the same terms and conditions for successive periods of five (5) years each, after the initial period unless either party gives to the other at least thirty (30) days -7- written notice, prior to expiration date, of intention to terminate this Agreement upon its original or any renewed expiration date. See Exhibit A to plaintiffs Complaint. Pursuant to paragraph 2, the contract was renewed for an additional five years in January of 1995 and again in January of 2000. 5. On April 18, 2000, Carlisle gave SecurityLink notice in writing of its intention to terminate the contract as of May 31, 2000. See Exhibit B to plaintiffs Complaint. 6. According to paragraph 12 of the contract: [i]n the event of any default by Subscriber or failure to nay any amount when due or termination, cancellation, or recission by Subscriber after the time nrovided bv law, Company shall be entitled to retain any prepayments received as liquidated damages and not as a penalty, or, in the alternative, at Company's sole action Subscriber shall immediately pay to Company (al all payments then due and ~avable. (b) 50 ~ercent of all navments which would be due hereunder for the unexpired term as liauidated damages and not as penalty, and all costs and exnenses of collection and litigation, includin~ actual attorney's fees incurred by Comnanv: and Company shall have no further obligation to perform under this Agreement. See Exhibit A to plaintiffs Complaint (emphasis added). 7. After Carlisle allegedly terminated the contract, SecurityLink billed Carlisle for fifty percent (50%) of all payments due under the unexpired term of the contract (as provided in paragraph 12 of the contract). See SecurityLink invoices attached hereto as Exhibit 1. 8. Despite SecurityLink's demand, Carlisle has failed and refused to pay all amounts due and owing SecurityLink under the invoices attached as Exhibit 1. 9. At present, Carlisle owes SecurityLink in excess of $14,000 for balance of contract fees under these invoices. See Exhibit 1. 10. By reason of its failure to pay SecurityLink's invoices, Carlisle has materially breached the contract. -8- 11. Secm-ityLink has been damaged by Carlisle's breach. WHEREFORE, defendant SecurityLink fi.om Ameritech, Inc. demands judgment in its favor and against plaintiff Carlisle SynTec Incorporated in an amount in excess of $14,000, together with such other relief, including interest, attorneys' fees and costs, as the Court deems just and proper. Respectfully submitted, Dated: March 25, 2002 Jeremy D. Mishkin Meghan M. Thomsen MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP 123 South Broad Street Philadelphia, PA 19109 (215) 772-1500 Attorneys for Defendant SecurityLink from Ameritech, Inc. -9- VERIFICATION I, Lisa Glass, hereby state that the statements of fact made in the foregoing Answer, New Matter and Counterclaim of Defendant SecurityLink by Ameritech, Inc. are tree and correct to the best of my knowledge, information and belief. I understand that the statements made herein are subject to the penalties of 18 Pa. C. S. § 4904 relating to unswom falsification to authorities. Lisa Glass Exhibit A CARUSLE SYNTEC SYSTEMS PO BOXT;}00 ATT: ACCT.DEPT. CARUSLE, PA 17013 6/29/0O Remit To: SecudtyLink ;~d A, medtech Pc~t Offloe BCK 9001076 LOUISVILLE KY, 40290-1076 PO Number Tem~ CARLISLE SYNTEC PLAJ~' #4 1296 RITNER HIGHWAY 8alanoe ~ Cu,,i,.ct 12/02A12 B~lance at Cu,~t 04~27/05 B~lance ~f C~,~t Q(y thllt Pt~e 1.0 9,536.99 1.0 750.96 1.0 530.10 Ext. Amount 9,536.99 750.98 530.10 lofl Subtobd Sale6 Ta~ Invoice Total 10,818.07 0.{30 10,818.07 CARLISLE SYNTEC SYSTEMS DIV OF CJ~RUSLE CORP P.O. BOX 7000 CARLISLE, PA 17013 6F29/00 Remit To: SecudtyUnk from Amedtech Post Oflk::e Box 9001076 LOUISVILLE KY, 40290-1076 42437671 PO Numlmr Tm ~SLE SYNTEC PLANT ~6/ADHES 1509 RITNER HIGHWAY B~ance ~f C<x~ra~ 07110/03 6eJance ~f 04/24/05 Qty Unit Price 1.0 3,505.41 1.0 749.70 Due Date 6/29/~ Ext. Amount 3,505.41 749~70 lofl Subtotal Sales Tax Invoice Total 4,255.11 0.00 4,255.11 CERTIFICATE OF SERVICE I, Meghan M. Thomsen, hereby certify that on this 25th day of March, 2002, I caused a true and correct copy of the Answer, New Matter and Cotmterclaim of Defendant Secur/tyLink fzom Ameritech, Inc. to be served by first-class United States mail, postage prepaid upon: David A. Baric, Esquire O'Brien, Baric & Scherer 17 West South Street Carlisle, PA 17013 Meghan M. Thomsen CARLISLE SYNTEC INCORPORATED Plaintiff SECURITYLINK FROM AMERITECH, INC. Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2002-436 EQUITY IN EQUITY REPLY TO NEW MATTER AND COUNTERCLAIM NOW, comes Plaintiff, Carlisle SynTec Incorporated ("Carlisle"), by and through its attorneys, O'BRIEN, BARIC & SCHERER, and files the within Reply to New Matter and Answer to Counterclaim and, in support thereof, sets forth the following: REPLY TO NEW MATTER 26. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 27. Denied. To the contrary, no terms of any contract between the parties bars or limits the claims asserted. 28. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 29. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 30. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 31. These averments constitute conclusions of law to which no response ~s required. To the extent a response may be required, the averments are denied. 32. These averments constitute conclusions of law to which no response ~s required. To the extent a response may be required, the averments are denied. 33. These averments constitute conclusions of law to which no response ~s required. To the extent a response may be required, the averments are denied. 34. These averments constitute conclusions of law to which no response ~s required. To the extent a response may be required, the averments are denied. 35. These averments constitute conclusions of law to which no response ~s required. To the extent a response may be required, the averments are denied. 36. These averments constitute conclusions of law to which no response ~s required. To the extent a response may be required, the averments are denied. WHEREFORE, Plaintiff respectfully requests judgment in its favor and against Defendant as set forth in Plaintiff's complaint. REPLY TO COUNTERCLAIM 1. Carlisle incorporates by reference paragraphs one through twenty-five of its complaint and paragraphs twenty-six through thirty-six of its Reply to New Matter. 2. Admitted. 3. Admitted in part and denied in part. It is admitted only that at some point in time, SecurityLink appears to have become the successor to Commonwealth. After reasonable investigation, Carlisle is without knowledge or information sufficient to form a belief as to the troth of the remaining averments and they are, therefore, denied. 2 4. The document is a writing which speaks for itself. It is admitted that the contract was renewed in January of 1995 and January of 2000. 5. Admitted. 6. The document is a writing which speaks for itself. To the extent Defendant seeks to imply that it was entitled to any payment whatsoever, said implication is denied. To the contrary, it was Defendant's breach of the agreement which led to its termination. This breach consisted, in part, of a unilateral and unauthorized change by Defendant in the manner of performance. 7. Denied. It is denied that Defendant was owed any sum of money. To the contrary, it was Defendant's breach of the agreement which led to its termination. This breach consisted, in part, of a unilateral and unauthorized change by Defendant in the manner of performance. 8. Denied. It is denied that any sum of money is owed to Defendant. Plaintiff incorporates by reference its answer to paragraph 7. 9. Denied. Plaintiff incorporates by reference its answer to paragraph 7 and the averments of Carlisle as set forth in paragraphs one through twenty-five of its complaint. 10. Denied. To the contrary, Defendant breached the agreement and owes Carlisle for money wrongfully paid to Defendant. 11. Denied. To the contrary, Defendant breached the agreement and owes Carlisle for money wrongfully paid to Defendant. WHEREFORE, Carlisle respectfully requests judgment in its favor and against Defendant as set forth in the complaint of Carlisle. NEW MATTER TO COUNTERCLAIM 12. Defendant's claims are barred due to the Counterclaim failing to state a legally sufficient claim upon which relief may be granted. 13. Defendant's claims are barred, in whole or in part, by the doctrine of waiver. 14. Defendant's claims are barred, in whole or in part, by the doctrine of laches. 15. Defendant's claims are barred, in whole or in part, by the doctrine of justification. 16. Defendant's claims are barred, in whole or in part, by the doctrine of consent. 17. Defendant's claims are barred, in whole or in part, by the doctrine of unclean hands. WHEREFORE, Carlisle respectfully requests judgment in its favor and against Defendant on the counterclaim of Defendant together with costs and expenses of this action. Respectfully submitted, David A. Bade, Esquire I.D. # 44853 17 West South Street Carlisle, Pennsylvania 17013 (717) 249-6873 dab.dir/litigation/carl.syn/ameritech/newmatter, rep 01/13/1994 06:46 ?172495755 0BS L~W 0~IOE ~A3E 86 Thc statements in the foregoing R~ply 'lo New Matter And Counterclaim are based upon information which has I~ccn ~ssembled by my attorney in this litigation. The language of the statem~ats is not my own. I have read the statements; and to the extent that they arc based upon information which I have given to my counsel, they are true and eorcect to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 490~ relating to unswo~ations to authorities. DATE; . ~d Rol:~rt 4. K.c!l~, - Manager, Recruiting and T~aining CERTIFICATE OF SERVICE I hereby certify that on April 9, 2002, I, David A. Baric, Esquire ofO'Brien, Baric & Scherer, did serve a copy of the Reply To New Matter and Counterclaim, by first class U.S. mail, postage prepaid, to the party listed below, as follows: Jeremy D. Mishkin, Esquire Montgomery, McCraken, Walker & Rhoads, LLP 123 South Broad Street Philadelphia, Pennsylvania 19109 David A. Baric, Esquire CARLISLE SYNTEC INCORPORATED, Plaintiff Vo SECURITYLINK FROM AMERITECH, INC., Defendant · IN THE COURT OF COMMON PLEAS OF · CUMBERLAND COUNTY, PENNSYLVANIA · NO. 2002-436 EQUITY · IN EQUITY JOINT PRAECIPE TO DISCONTINUE TO: Curtis Long, Prothonotary Please mark this action and the counterclaim asserted by Defendant as being discontinued without prejudice. Dwzid A. Baric, Esquire Attomey for Plaintiff, Carlisle SynTec Incorporated MONTGOMERY, MCCRAKEN, WALKER & RHOADS Meghan M. Thomsen, Esquire Attorney for Defendant Security Link from Ameritech, Inc. dab\litigation\carlislesyntec\ameritech\discon t.pre CARLISLE SYNTEC INCORPORATED, Plaintiff V. SECURITYLINK FROM AMERITECH, INC., Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : : NO. 2002-436 EQUITY : : IN EQUITY CERTIFICATION OF SERVICE I hereby certify that on December 30, 2002, I, David A. Baric, Esquire, of O'Brien, Baric & Scherer, did serve a copy of the JOINT PRAECIPE TO DISCONTINUE, by first class U.S. mail, postage prepaid, to the party listed below, as follows: Meghan M. Thomsen, Esquire Montgomery, McCracken, Walker & Rhoads 123 South Broad Street Philadelphia, Pennsylvania 19109 David A. Baric, Esquire Attomey for Plaintiff, Carlisle SynTec Incorporated Date: December 30, 2002