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DATA VISTA, INC. IN THE COURT OF COMMON PLEAS
STEPHEN A. GIFFORD, and OF CUMBERLAND COUNTY,
MARIA E. GIFFORD PENNSYLVANIA
Plaintiffs, CIVIL ACTION-LAW
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EMCON IT, MICHAEL J. GNAPP,
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PETITION FOR ISSUANCE OF SUBPOENA TO TAKE DEPOSITION'`
PURSUANT TO 42 Pa.C.S. 45326
NOW COMES, Plaintiffs Data Vista, Inc. ("Data Vista"), Stephen A. Gifford, and Maria
E. Gifford (collectively "Plaintiffs"), by an through their counsel Rhoads & Sinon LLP, and file
this Petition for Issuance of a Subpoena to Take Deposition pursuant to Section 5 326 of the
Judicial Code, 42 Pa.C.S. §5326. In support of the petition, Plaintiffs aver as follows.
1. On October 6, 2010, Plaintiffs commenced a civil action against MJG Consulting,
851334.1
Inc. ("MJG"), a New Jersey corporation, and Michael J. Gnapp, its principal, in the Superior
Court of New Jersey, Chancery Division, Burlington County, asserting claims of breach of
fiduciary duty; breach of duty of loyalty; breach of contract; and misappropriation of trade
secrets. Plaintiffs contend, inter alia, that MJG and Gnapp breached their contractual obligations
to provide marketing services to Data Vista when Gnapp became involved in Emcon IT
(""Emcon"), a New Jersey limited liability corporation and direct competitor, actively promoted
its business, and failed to work full-time for and actively promote the business of Data Vista. A
copy of the Second Amended Complaint is attached hereto as "Exhibit A."
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2. On September 7, 2011, Plaintiffs filed a lawsuit against Emcon and Louis
Misiano, its principal, in the Superior Court of New Jersey, Law Division, Burlington County,
raising claims of violation of the Computer Fraud and Abuse Act, 18 U.S.C. §§1030 et sec.;
violation of the Computer Related Offenses Act, N.J. Stat. Ann. §§2A:38A-1 et sec
misappropriation of trade secrets; aiding a fiduciary breach; civil conspiracy; and tortious
interference with prospective business advantage. Plaintiffs claim, among other things, that
Emcon and Misiano misappropriated certain confidential business information and business
opportunities of Data Vista. A copy of the Complaint is attached hereto as "Exhibit B."
3. Those matters were subsequently consolidated (hereinafter the "New Jersey
Case"), and the case is currently pending in the Superior Court of New Jersey.
4. Through discovery in the New Jersey Case, Plaintiffs have learned that Essintial
Enterprise Solutions (hereinafter "Essintial") has personal knowledge and information that is
material to that litigation.
5. On May 11, 2012, Plaintiffs issued a notice of deposition for a corporate designee
of Essintial to take place on Monday June 11, 2012. A copy of the notice is attached hereto as
"Exhibit C."
6. Essintial, however, is domiciled in the Commonwealth of Pennsylvania, not New
Jersey. Seed Contact Us, http://www.essintial.com/contact-us (last visited May 11, 2012)
(indicating that Enterprise's principal place of business is One Sterling Place, 100 Sterling
Parkway, Suite 100, Mechanicsburg, Pennsylvania 17050).
7. Therefore, pursuant to Section 5326(a) of the Judicial Code and Pennsylvania
Rule of Civil Procedure 4007.1(f), Plaintiffs ask that this Honorable Court order Essintial's
corporate designee to attend a deposition to be conducted under the Pennsylvania Rules of Civil
14
Procedure and to be held on Monday June 11, 2012, at 10:00 a.m. at the law offices of Rhoads &
Sinon LLP, One South Market Square, P.O. Box 1146, Harrisburg, Pennsylvania 17108-1146.
See 42 Pa.C.S. §5326(a); Pa. R. C. P. 4007.1(f).
WHEREFORE, Plaintiffs pray that this Court order the issuance of a subpoena directed
to Essintial Enterprise Solutions in the form attached hereto as "Exhibit D."
Respectfully submitted,
RHOADS & SINON LLP
70 ---------
By:
p en Momak
Casey A. Coyle
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 237-6732
smoniak(acrrhoads-sinon. com
Attorneys for Plaintiffs
VERIFICATION
DARTH M. NEWMAN, ESQUIRE, deposes and says, subject to the penalties of 18 Pa.
C.S. §4904 relating to unworn falsification to authorities, that he is counsel to Plaintiffs and
makes this verification by their authority and that the facts set forth in the foregoing document
are true and correct to the best of his knowledge, information and belief.
Date: ?j" fl, [ RTH M. NEWMAN, ESQUIRE
851481.1
EXHIBIT A
ARCHER & GREINER
A Professional Corporation
One Centennial Square
P.O. Box 3000
Haddonfield, NJ 08033-0968
(856) 795-2121
Attorneys for Plaintiffs
BY: STEVEN J. FRAM, ESQUIRE
DATA VISTA, INC.,
STEPHEN A. GIFFORD and
MARIA E. GIFFORD,
SUPERIOR COURT OF NEW JERSEY
CHANCERY DIVISION
GENERAL EQUITY PART
Plaintiffs,
V.
MICHAEL J. GNAPP and
MJG CONSULTING, Inc.,
Defendants.
BURLINGTON COUNTY
CIVIL ACTION
DOCKET NO. BUR-C-80-10
SECOND AMENDED COMPLAINT
Plaintiffs, Data Vista, Inc. ("Data Vista"), Stephen A. Gifford and Maria E. Gifford, by
way of Second Amended Complaint against Defendants, Michael J. Gnapp ("Gnapp") and MJG
Consulting, Inc. ("MJG"), allege as follows:
INTRODUCTION
1. This is an action for declaratory relief, for equitable relief.and for damages.
Pursuant to the New Jersey Declaratory Judgment Act, N.J.S.A. §§ 2A:16-52 to -62, Plaintiffs
seek a declaration that Defendant, Gnapp, is not a shareholder of the Plaintiff corporation, Data
Vista; that Gnapp has no ownership, buy-out or other rights against any of the Plaintiffs pursuant
to N.J.S.A. § 14A:12-7 or otherwise; that Defendant, MJG, and Plaintiff, Data Vista, were not
partners or joint venturers; and that the marketing relationship that existed between Data Vista
and MJG was terminable at-will and was properly terminated by Data Vista.
2. Data Vista seeks equitable relief in the form of disgorgement of all amounts paid
by it to Defendants beginning in 2008 when Gnapp became a principal of Emcon IT, LLC and
began to assist Emcon IT in its efforts to complete with Data Vista in direct violation of his duty
of loyalty to Data Vista. In the alternative, Data Vista seeks damages for the breach by
Defendants of their duties of loyalty to Data Vista.
3. Data Vista also seeks an Order requiring MJG Consulting, Inc. and Gnapp to
return to it certain confidential documents and information and to refrain from using or
disclosing said documents and information. Data Vista also seeks damages based upon the
improper use by Defendants of its documents and information.
THE PARTIES
4. Plaintiff, Data Vista, is a New Jersey corporation with an office located at 122
Burrs Road, Westampton, New Jersey 08022. The original name of Data Vista, as incorporated
in 1996, was Data Link Computer Service, Inc. The name of the entity was changed, through a
business entity amendment filing with the State of New Jersey in 2008, to Data Vista.
References in this Complaint to Data Vista shall refer to the entity from its original date of
incorporation in 1996.
5. Data Vista is in the business of providing computer maintenance services and
related products.
6. Plaintiff, Stephen A. Gifford, resides at 23475 Columbus Road, Columbus, New
Jersey 08022. Stephen Gifford owns 50% of the stock of Data Vista, is a Director of Data Vista
and is the President of Data Vista.
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7. Plaintiff, Maria E. Gifford, resides at 23475 Columbus Road, Columbus, New
Jersey 08022. Maria E. Gifford owns 50% of the stock of Data Vista, is a Director of Data Vista
and is an employee of Data Vista.
8. Defendant, Michael J. Gnapp, resides at 307 Curtis Avenue, Point Pleasant Beach,
New Jersey 08742.
9. Defendant, MJG Consulting, Inc. ("MJG"), is a New Jersey corporation with a
place of business located at the residence of Gnapp at 307 Curtis Avenue, Point Pleasant Beach,
New Jersey 08742. Gnapp is the sole shareholder of MJG and is also its sole Director and
Officer.
FACTUAL ALLEGATIONS
10. From the date upon which Data Vista was formed in 1996 to the present, the only
individuals who have owned stock in that entity have been Stephen A. Gifford and Maria E.
Gifford, each of whom has owned and continues to own 50% of the stock of Data Vista. During
that same period, Stephen A. Gifford and Maria E. Gifford have also been the only directors and
corporate officers of Data Vista.
11. Since the date upon which Data Vista was incorporated in 1996, Gnapp has never
been a shareholder, director, corporate officer or employee of Data Vista.
12. In or about 1999, Data Vista and MJG entered into an oral, at-will relationship
whereby MJG provided certain marketing services to Data Vista. All compensation for the
provision of such services was paid by Data Vista to MJG. No compensation was ever paid by
Data Vista to Gnapp individually and it was always agreed and understood, from the inception of
and throughout the relationship between the companies, that Gnapp was an employee of MJG.
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13. Pursuant to the oral, at-will relationship between Data Vista and MJG, Data Vista
compensated MJG based upon the net profitability of Data Vista's operations.
14. Among the material conditions of the marketing arrangement between Data Vista
and MJG were that MJG's principal, Gnapp, would devote his full-time efforts to marketing the
goods and services of Data Vista; that Gnapp would be effective in his marketing efforts; and
that Gnapp would develop new sources of revenue for Data Vista. Gnapp was given the title of
Vice President of Sales of Data Vista.
15. Within the last several years, Data Vista began to have concerns that MJG was
not fulfilling its obligations and responsibilities pursuant to the marketing arrangement between
the companies. In response to an indication by Data Vista that it might terminate the relationship
between the companies, Gnapp initially claimed that he had a 50% ownership interest in Data
Vista, claimed that Stephen A. Gifford owned the other 50% of Data Vista, and demanded that
Stephen A. Gifford either sell his 50% ownership to Gnapp or arrange a buy-out of Gnapp's 50%
ownership interest.
16. Gnapp's claim of a 50% ownership interest in Data Vista was false and baseless.
Gnapp knew that he has never owned any stock in Data Vista.
17. In or about February of 2008, Gnapp and three other individuals, namely Michael
Cocuzza, Michael Michowski and Louis Misiano, agreed to form an entity for the purposes of
competing directly with Data Vista. They filed a Certification of Formation for that entity,
which they named Emcon IT, LLC ("Emcon"), with the New Jersey Department of Treasury on
or about February 5, 2008.
I& It was agreed that Gnapp would own one-third of Emcon and he acquired that
ownership upon formation of the entity.
4
19. Gnapp, Cocuzza, Michowski and Misiano thereafter executed an Operating
Agreement of Emcon in which they acknowledged that Data Vista was a competing business and
that Gnapp was responsible to provide marketing and sales services to Data Vista. Despite the
obvious conflict of having Gnapp provide marketing and sales services to two direct competitors,
Gnapp, Cocuzza, Michowski and Misiano all agreed, in the Operating Agreement for Emcon and
elsewhere, that Gnapp would be primarily responsible for the marketing and sales of Emcon.
20. During the period from early 2008 until the termination of his position with Data
Vista in October of 2010, Gnapp was actively involved in the business of Emcon, both in
overseeing its operations and in marketing it to the very same customers and market as Data
Vista.
21. Gnapp actively concealed from Plaintiffs his ownership and role in Emcon, and
Plaintiffs did not become aware that he was competing with Data Vista until after this litigation
was commenced.
22. During the period after he became involved in Emcon, Gnapp did not secure a
single new customer or any new business from any current customer of Data Vista. Instead, he
devoted substantially all of his efforts to building up the business of Emcon, in some
circumstances at the expense of Data Vista.
23. Every customer or potential customer of Emcon, and every transaction in which
Gnapp was involved on behalf of Emcon, could have been - and should have been - a customer
or transaction that he presented to and promoted on behalf of Data Vista.
24. Although Plaintiffs were not aware of Gnapp's role in Emcon, beginning in 2008,
they did become concerned about his persistent failure and refusal, despite repeated requests, to
market the business of Data Vista effectively and failure to produce additional revenue or
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business for Data Vista. As a consequence, Data Vista terminated the business relationship
between it and MJG.
25. On or about October 6, 2010, Gnapp and MJG, through their counsel,
acknowledged that the business relationship between MJG and Data Vista had been terminated.
26. On or about October 19, 2010, MJG asserted, also through counsel and for the
first time, that it and Data Vista were "partners in a joint venture" and claimed that all computers
and other assets being used by Data Vista in its operations were the "property of the
partnership." MJG further asserted that it was entitled to a division of said property and an
appropriate division of the income of the partnership.
27. MJG's claim that a partnership or joint venture existed between it and Data Vista
is false and baseless. MJG and Data Vista were never partners or joint venturers in that, among
other reasons, MJG never contributed any capital to Data Vista or any joint venture or
partnership; MJG never contributed to the purchase of any equipment or other assets and,
instead, all such equipment and assets were solely purchased by and were owned by Data Vista;
there was never any sharing of losses; there was never any sharing by MJG of responsibility for
the operations or management of Data Vista or even any sharing of any management information
with MJG; Data Vista operated its business with virtually no input from MJG; MJG's role was
simply to market the business; and no third-parties, including any taxing authorities, clients or
others, were ever advised that a partnership or joint venture existed.
28. Contrary to MJG's claim that a partnership or joint venture existed, both parties
consistently agreed, and represented to third-parties, including taxing authorities, that MJG was
simply a consultant that was providing marketing and sales services through its principal, Gnapp.
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29. As of the date upon which MJG and Gnapp acknowledged that the business
relationships between them and Data Vista had been terminated, MJG and Gnapp had in their
possession valuable documents and other information and property of Data Vista concerning
Data Vista's business, including information about Data Vista's clients, pricing structures,
negotiating strategies and marketing strategies. Such information was provided by Data Vista to
MJG and Gnapp in the context of a confidential relationship and for the sole purpose of enabling
MJG and Gnapp to market the business of Data Vista.
30. Since the termination of the parties' business relationship, Data Vista has
demanded that all such documents and information be returned to it and not be used or disclosed
by MJG or Gnapp for any purposes, including as part of any attempt to compete with Data Vista
or to solicit: customers of Data Vista.
31. Despite said demands, since the termination of the parties' business relationship,
MJG and Gnapp have contacted numerous customers of Data Vista and, as part of those contacts,
have used the confidential information of Data Vista in their possession to attempt to undermine
the business relationship of Data Vista with those customers and to persuade those customers to
take their business elsewhere.
32. The use by MJG and Gnapp of Data Vista's confidential business information,
unless enjoined, will cause irreparable harm to the business and reputation of Data Vista.
COUNTI
(For A Declaration That Gnapp Has No Ownership
Or Other Riahts In or With Respect to Data Vista, Inc.)
33. Plaintiffs incorporate the allegations of Paragraphs 1 through and including 25 as
if fully set forth herein.
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34. Pursuant to the New Jersey Declaratory Act, N.J.S.A. §§ 2A:16-50 to 50-62, the
Courts of New Jersey have the power "to declare rights, status and other legal relations, whether
or not further relief is or could be claimed ...." N.J.S.A. § 2A:16-52.
35. By virtue of Gnapp's claim that he is a shareholder of Data Vista and that he is
entitled either to buy-out the interest of Stephen A. Gifford in that entity or to be bought out and
paid for the value of his alleged interest in the entity, a controversy exists concerning whether
Gnapp has an ownership interest in Data Vista and, if he does, whether any of the rights or
remedies set forth in N.J.S.A. § 14A:12-7 can be invoked by him.
36. Given that Gnapp has never had an ownership interest of any kind in Data Vista,
Plaintiffs are entitled to a declaration that Gnapp has no ownership or other rights with respect to
Data Vista or with respect to the individual Plaintiffs in their capacities as officers, directors or
shareholders of Data Vista.
WHEREFORE, Plaintiffs demand judgment declaring that Defendant, Michael J. Gnapp
has never been and is not a shareholder of Data Vista, Inc., that Gnapp has no ownership,
compensation or other rights with respect to any of the Plaintiffs, for costs of suit and for such
other relief as the Court may deem proper.
COUNT II
(For A Declaration of Rights as Behveen MJG Consulting, Inc. and Data Vista, Inc.)
37. Plaintiffs incorporate the allegations of Paragraphs 1 through and including 29 as
if fully set forth herein.
38. No partnership or joint venture ever existed between MJG and Data Vista.
Instead, the relationship of MJG to Data Vista was that of an independent contractor for the
purposes of providing marketing services.
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39. That no partnership or joint venture relationship existed between MJG and Data
Vista is based in part upon the following facts:
a. No partnership entity was ever formed and no partnership tax returns or
other documentation was ever created;
b. There was never any agreement that MJG would contribute capital or
equipment to the operation of the business and no such contributions were ever made.
C. There was never any agreement that MJG and Data Vista would share
losses in any venture or that MJG would share any losses in the business of Data Vista;
d. The business in which MJG and Data Vista was involved, that of
providing computer maintenance services and of selling used computer equipment, was solely
carried out under the name of Data Vista;
e. MJG never had any role in the administration or management of the
business of Data Vista;
f. MJG and Data Vista consistently represented to third-parties, including
governmental authorities and clients, that the business was that of Data Vista and that the role of
MJG was solely to provide sales and marketing services through Gnapp, who was given the title
of Vice President of Sales for Data Vista.
40. The marketing relationship that existed for a number of years between Data Vista
and MJG was at all times an at-will relationship that could be terminated for any reason by Data
Vista.
41. Among the material conditions of that marketing relationship were that MJG
would have its principal, Gnapp, devote his full- time and best efforts to marketing the goods and
services of Data Vista; that Gnapp would be effective in the marketing efforts of MJG; and that
MJG would actually develop new business for Data Vista.
42. MJG failed, for a number of years, to have Gnapp devote his full-time and best
efforts to marketing the goods and services of Data Vista. Moreover, MJG failed to service
current accounts properly and failed to generate any new business.
43. As a consequence of these failures, MJG breached its obligations to Data Vista.
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44. Based upon the at-will nature of the relationship between Data Vista and MJG
and the breach by MJG of its obligations, Data Vista is entitled to a declaration that it properly
terminated the relationship between the companies and that it does not owe, and MJG is riot
entitled to receive, any further compensation.
WHEREFORE, Plaintiff, Data Vista, Inc., demands judgment against Defendant, MJG
Consulting, Inc., declaring that the business relationship between said companies was not a joint
venture or partnership, that said relationship was properly terminated by Data Vista, Inc. and that
Data Vista, Inc. does not owe any additional compensation of any kind to MJG Consulting, Inc.
COUNT III
(Breach of Fiduciary Duty and Duty of Loyalty
Data Vista, Inc. v. MJG Consulting, Inc. and Gnapp)
45. Plaintiffs incorporate the allegations of Paragraphs 1 through and including 44 as
if fully set forth herein.
46. By virtue of Gnapp's position as Vice President of Sales of Data Vista, he and
MJG were fiduciaries to Data Vista and owed various legal duties to it, including a duty of
loyalty.
47. Gnapp and MJG breached their duty of loyalty to Data Vista when Gnapp became
involved in Emcon, a direct competitor; when Gnapp actively promoting the business of Emcon;
and when Gnapp failed to work full-time for and actively promote the business of Data Vista.
48. Data Vista has suffered damages as a result of said breach.
49. Gnapp's breach of his fiduciary duties was willful, wonton and malicious, such
that an award of punitive damages is appropriate.
WHEREFORE, Data Vista, Inc., demands some or all of the following relief against
Defendants, MJG Consulting, Inc. and Michael J. Gnapp:
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and 2010;
a. Disgorgement of all amounts paid to MJG Consulting, Inc. in 2008, 2009
b. Compensatory damages;
C. Punitive damages;
d. Pre judgment Interest;
e. Costs of suit; and
f. Such other relief as the Court may deem just, equitable or proper.
COUNTIV
(Breach of Contract --
Data Vista, Inc. v. MJG Consultiniz, Inc. and Gnapp)
50. Plaintiffs incorporate the allegations of Paragraphs 1 through and including 49 as
if fully set forth herein.
51. The agreements that existed between Data Vista, on the one hand, and Gnapp and
MJG, on the other hand required Gnapp and MJG to devote their full-time efforts to the business
of Data Vista and to work solely in its best interests.
52. Gnapp and MJG breached their contractual responsibilities to Data Vista when
Gnapp became involved in Emcon, IT, a direct competitor, when Gnapp actively promoting the
business of Emcon IT, and when Gnapp failed to work full-time for and actively promote the
business of Data Vista.
53. Data Vista has suffered damages as a result of said breach.
WHEREFORE, Data Vista, Inc., demands some or all of the following relief against
Defendants, MJG Consulting, Inc. and Michael J. Gnapp:
a. Disgorgement of all amounts paid to MJG Consulting, Inc. in 2008, 2009
and 2010;
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b. Compensatory damages;
C. Pre judgment Interest;
d. Costs of suit; and
e. Such other relief as the Court may deem just, equitable or proper.
COUNT V
(Misappropriation of Trade Secrets - Against MJG Consulting, Inc. and Gnapp)
54. Plaintiffs incorporate the allegations of Paragraphs 1 through and including 53 as
if fully set forth herein.
55. During the course of the business relationship that existed between Data Vista and
MJG, Data Vista disclosed to MJG and to Gnapp valuable information concerning its business to
enable to MJG to perform its responsibilities to Data Vista, including information concerning the
terms of Data Vista's contracts with its customers, the needs of its customers, the contacts at its
customers, the pricing of its services and products, and its marketing plans.
56. Said information was valuable, was maintained as confidential and secret and
qualifies as trade secrets.
57. Said information was communicated in confidence by Data Vista to MJG and
Gnapp with the understanding and agreement that it would only be used for the benefit of Data
Vista and for no other purpose.
58. Since the termination of the business relationship between Data Vista and MJG,
E MJG and Gnapp have used and disclosed said information for their own purposes and in breach
of confidence and to the detriment of Data Vista.
WHEREFORE, Data Vista, Inc., demands some or all of the following relief against
Defendants, MJG Consulting, Inc. and Michael J. Gnapp:
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a. A preliminary injunction prohibiting them from using or disclosing any
information provided by Data Vista, Inc. to them during the course of the business relationship
that previously existed between Data Vista and MJG;
b. A final injunction prohibiting them for using or disclosing any information
provided by Data Vista, Inc. to them during the course of the business relationship that
previously existed between Data Vista and MJG;
C. Compensatory damages;
d. Punitive damages;
e. Pre judgment Interest;
f Costs of suit; and
g. Such other relief as the Court may deem just, equitable or proper.
COUNT VI
(Breach of Contract - Against MJG Consulting, Inc. and Gnappl
59. Plaintiffs incorporate the allegations of Paragraphs 1 through and including 58 as
if fully set forth herein.
60. MJG and Gnapp agreed that all information that they received concerning the
business of Data Vista would be used by them solely for the benefit of Data Vista and for no
other purpose.
61. Since the termination of the business relationship between Data Vista and MJG
and Gnapp, MJG and Gnapp have used and disclosed said information for their own purposes,
thereby breaching their agreement with Data Vista.
WHEREFORE, Data Vista, Inc., demands some or all of the following relief against
Defendants, MJG Consulting, Inc. and Michael J. Gnapp:
a. A preliminary injunction prohibiting them from using or disclosing any
information provided by Data Vista to them during the course of the business relationship that
previously existed between Data Vista and MJG;
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b. A final injunction prohibiting them for using or disclosing any information
provided by Data Vista, Inc. to them during the course of the business relationship that
previously existed between Data Vista and MJG;
C. Compensatory damages;
d. Pre judgment Interest;
Costs of suit; and
f. Such other relief as the Court may deem just, equitable or proper.
ARCHER & GREINER
A Professional Corporation
Attorneys for Plaintiffs,
Stephen A. Gifford, Maria E. Gifford and
Data Vista, Inc.
B.
S EVEN ?FRAMES
Dated: August 19, 2011.
DESIGNATION OF TRIAL COUNSEL
Plaintiff hereby designates Steven J. Fram, Esquire of Archer & Greiner, P.C. as trial
counsel.
ARCHER & GREINER
A Professional Corporation
Attorneys for Plaintiffs
By:
STEVEN J. RAM, ESQUIRE
14
t
CERTIFICATION
Steven J. Fram, Esquire hereby certifies as follows:
1. Pursuant to R. 4:5-1(b)(2), I hereby certify that the matters in controversy in this
Complaint are not the subject of any other actions pending in any court or of any pending
arbitration proceedings and no other actions or arbitration proceedings are contemplated. Based
upon information recently received in discovery, I believe that Data Vista has claims against
Emcon IT, LLC for misappropriation of trade secrets and that it may be necessary to join said
entity and its other principals as parties or to file separate litigation against it and them. I am not
aware of any other non-parties who should be joined in this action, including any parties who
should be joined pursuant to 8.4:28 or who are subject to joinder pursuant to R.4:29-1(b)
because of potential liability to any party on the basis of the same transactional facts.
2. Pursuant to R. 4:5-I(b)(3), I hereby certify that confidential personal identifiers
have been redacted from documents now submitted to the Court, and will be redacted from all
documents submitted in the future in accordance with Rule 1:38-7(b).
EVEN J. FRAM, ESQUIRE
Dated: August 19, 2011.
6944336v1
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EXHIBIT B
ARCHER & GREINER
A Professional Corporation
One Centennial Square
P.O. Box 3000
Haddonfield, NJ 08033-0968
(856) 795-2121
Attorneys for Plaintiff
BY: STEVEN J. FRAM, ESQUIRE
DARTH M. NEWMAN, ESQUIRE
2411 SEC' -1 C. 1r, 01)
DATA VISTA, INC., : SUPERIOR COURT OF NEW JERSEY
LAW DIVISION
Plaintiff, '
BURLINGTON COUNTY
V. '
CIVIL ACTION
EMCON IT and
LOUIS MISIANO, p
DOCKET NO. BUR-L-,?S - ??
Defendants.
COMPLAINT AND JURY DEMAND
Plaintiff, Data Vista, Inc. ("Data Vista"), by way of complaint against Defendants,
Emcon IT, LLC ("Emcon") and Louis Misiano, alleges as follows:
INTRODUCTION
This is an action for damages and other appropriate relief resulting from a scheme
by a competitor and its principals to misappropriate the confidential business information and
business opportunities of Plaintiff Data Vista. The primary perpetrators of this scheme were
Michael Gnapp ("Gnapp"), the former Vice President of Sales for Data Vista, who secretly
worked for over two years behind the scenes on behalf of Emcon while he was responsible for
sales and marketing at Data Vista, and Defendant Louis Misiano ("Misiano'), a principal of
Emcon.
THE PARTIES
2. Plaintiff Data Vista is a New Jersey corporation with an office located at 122
Burrs Road, Westampton, New Jersey 08022. The original name of Data Vista, as incorporated
in 1996, was Data Link Computer Service, Inc. The name of the entity was changed, through a
business entity amendment filing with the State of New Jersey in 2008, to Data Vista.
References in this Complaint to Data Vista shall refer to the entity from its original date of
incorporation in 1996.
3. Data Vista is in the business of providing computer maintenance services and
related products.
4. Defendant EmconIT is a New Jersey limited liability company that was formed on
or about February 5, 2008. The members of Emcon were Gnapp, Misiano, Michael Michowski
and Michael Cocuzza.
5. Defendant Misiano is a resident of New Jersey and was involved in the operations
of Emcon on a full-time basis. As discussed below, Misiano conspired with Gnapp, while Gnapp
was the Vice President for Sales of Data Vista, to steal confidential commercial information of
Data Vista and to divert the business and business opportunities of Data Vista to Emcon.
FACTUAL ALLEGATIONS
6. In or about 1999, Data Vista entered into an oral, at-will relationship with MJG
Consulting, Inc. ("MJG"), an entity wholly-owned and controlled by Gnapp, whereby Gnapp
was required to provide sales and marketing services to Data Vista.
7. Among the material conditions of the marketing arrangement between Data Vista
and MJG were that Gnapp would devote his full-time efforts to marketing the goods and services
of Data Vista; that Gnapp would be effective in his marketing efforts; and that Gnapp would
2
develop new sources of revenue for Data Vista. Gnapp was given the title of and held the
position of Vice President of Sales of Data Vista.
8. In or about 2007, Data Vista expressed concerns that MJG and Gnapp were not
fulfilling their obligations and responsibilities pursuant to the marketing arrangement described
in the preceding paragraphs. In response, Gnapp claimed that he had a 50% ownership interest in
Data Vista, claimed that Stephen A. Gifford owned the other 50% of Data Vista, and demanded
that Stephen A. Gifford either sell his 50% ownership to Gnapp or arrange a buy-out of Gnapp's
50% ownership interest.
9. Gnapp's claim of a 50% ownership interest in Data Vista was false and baseless.
Gnapp knew that he has never owned any stock in Data Vista.
10. After the President of Data Vista, Steve Gifford, rejected Gnapp's baseless claim
that Gnapp owned 50% of Data Vista, in February 2008, Gnapp conspired with three other
individuals, namely Misiano, Cocuzza and Michowski, to form an entity for the purposes of
stealing the confidential information of Data Vista and its business and business opportunities.
Pursuant to that unlawful agreement, Gnapp, Misiano, Cocuzza and Michowski directed the
filing of a Certification of Formation for Defendant Emcon IT with the New Jersey Department
of Treasury on or about February 5, 2008.
11. It was agreed that Gnapp would own one-third of Emcon and he acquired that
ownership upon formation of the entity.
12. Gnapp, Cocuzza, Michowski and Misiano thereafter executed an Operating
Agreement of Emcon in which they acknowledged that Data Vista was a competing business and
that Gnapp was responsible to provide marketing and sales services to Data Vista. Thus, Section
17 of the Operating Agreement for Emcon, relating to "Other Activities of Members",
specifically identified Mr. Gnapp's role in Data Vista (which was then known as Data Link, Inc.)
as a competing entity:
Subject to the provisions of Section 18.1 below, any member may
engage in any other business ventures of every nature, including,
without limitation by a specification, the ownership of another
business competitive to that being operated by this Company.... It
is expressly acknowledged by the Members that Michael Gnapp,
through his company MJG Consulting. Inc. is associated with and
is a Member of Data Link, Inc., which may be viewed as a
competing business for p=oses of this agreement. Michael
Gnapp provides marketing and sales services to Data Link, and
anticipates providing such services for the continuing future.
(emphasis added)
13. Sections 18 and 19 of the Emcon Operating Agreement, which provided for a
restrictive covenant and for confidentiality and non-disclosure obligations, also specifically
exempted from these provisions Mr. Gnapp's relationship with Data Vista.
14. Despite the obvious conflict of having Gnapp and MJG provide marketing and
sales services to two direct competitors, Gnapp, Cocuzza, Michowski and Misiano all agreed, in
the Operating Agreement for Emcon and elsewhere, that Gnapp would be primarily responsible
for the marketing and sales of Emcon.
15. Exhibit D to the Emcon Operating Agreement, which outlined the duties of the
four members of the company, described Gnapp's duties as follows:
Michael G. shall provide consulting services to the Company. Said
services shall be for sales and marketing. Michael G. shall make
himself reasonably available to the Company, with reasonable
notice from the Company, and based upon his obligations and time
requirements for Data Link, Inc., Michael G. shall be compensated
at a fair and reasonable amount to be agreed to by the members.
All company approved expenses that Michael G. incurs on behalf
of the company shall be reimbursed by the Company within
fourteen days upon submission of receipts and/or such other
reasonable proof. It is anticipated that depending on the success of
the Company, Michael G may work full time for the Company.
4
16. The purpose of these provisions of the Emcon Operating Agreement was to
enable Gnapp, with the full support of the other principals of Emcon, to continue working for
Data Vista, while concealing his role and interest in Emcon from the principals of Data Vista, in
order to misappropriate business information and business opportunities of Data Vista for the
benefit of E.mcon.
17. During the period from early 2008 until the termination of his position with Data
Vista in October of 2010, Gnapp was actively involved in the business of Emcon, both in
overseeing its operations and in marketing it to the very same customers and market as Data
Vista.
18. During the period from Emcon's formation in early 2008 to October 2010, when
the relationship between Data Vista and MLG and Gnapp ended, MJG and Gnapp did not secure
a single new customer or any new business from any current customer of Data Vista. Instead,
Gnapp devoted a significant amount of his time to building up the business of Emcon at the
expense of Data Vista.
19. Data Vista's single largest end-user is AT&T. Data Vista serves both as a prime
contractor for AT&T and as a subcontractor for other prime contractors who provide services to
AT&T. Data Vista's contracts for which AT&T is the ultimate end-user represent a significant
portion of Data Vista's annual revenues.
20. In June of 2010, while Gnapp was still the Vice President of Sales for Data Vista
and was responsible to promote its best interests, Gnapp introduced Misiano to Jim Sands, an
AT&T employee with significant responsibility for choosing and awarding computer
maintenance services contracts, and worked with Misiano to promote the business of Emcon to
AT&T at the expense of Data Vista.
21. Misiano and Gnapp went so far as to hire a limousine to transport Mr. Sands to
and from their sales call.
22. One of Data Vista's other contracting partners is DecisionOne ("DI"). Data Vista
has frequently performed subcontract work for D1, and the two companies have a long history of
doing business together.
23. In 2009 and 2010, Gnapp and Misiano held internal and external meetings in an
effort to divert D1 contracts away from Data Vista and towards Emcon.
24. Data Vista also does a large quantity of work for IBM. IBM is a frequent Prime
Contractor and will often hire multiple Subcontractors to help it satisfy its end-users' needs.
Data Vista has on occasion subcontracted directly with IBM and in other instances worked
through National Support Services ("NSS"), another IBM Subcontractor. NSS and Data Vista
have a history of working together to serve a Prime Contractor in this way.
25. In December of 2009, IBM was seeking subcontractor bids for a computer
maintenance contract it had with Wal-Mart.
26. As Vice President of Sales of Data Vista, Gnapp was given confidential
information regarding Data Vista's bid by members of the Data Vista sales staff, who he was
responsible to supervise. At the very same time, Gnapp was also secretly working with Misiano
to bid for the Wal-Mart contract on behalf of Emcon.
27. Data Vista also contracts with NSS to provide computer maintenance services to
Wells Fargo for certain Sun Microsystems hardware.
28. In an especially egregious and flagrant abuse of his position as Vice President of
Sales at Data Vista, and in violation of his fiduciary responsibilities to Data Vista, in December
6
2009 and January 2010, Gnapp delayed a Data Vista bid for additional Sun Microsystems work
with NSS, because Emcon needed more time to submit a bid for the same work.
29. Similarly, at the end of December 2008, a member of the Data Vista sales force
informed Gnapp of an opportunity to bid for a computer maintenance services contract with
Staples, Inc. As Gnapp was aware, Data Vista had been working for nearly a year to secure a
business opportunity with Staples.
30. Instead of devoting his attention to winning the Staples work on behalf of Data
Vista, Gnapp instead helped Misiano and Emcon by providing pricing information in support of
Emcon's bid for the Staples work.
31. Support for Sun Microsystems products has been one of Data Vista's core service
offerings since the company's incorporation. Indeed, as Vice President of Sales at Data Vista,
Gnapp was responsible for pricing and sales of Data Vista's Sun Microsystems support services.
Shockingly, in June 2009, while still working for Data Vista as the Vice President of Sales,
Gnapp provided pricing information to Misiano for use in marketing Emcon as a servicer of Sun
Microsystems hardware.
32. Throughout the entire period during which he was affiliated with Emcon,
beginning in early 2008, until after his relationship with Data Vista was terminated, Gnapp
actively concealed from Data Vista his ownership interest in and his active role in promoting the
business of Emcon at the expense of Data Vista.
33. Data Vista did not become aware that Gnapp had been secretly assisting Emcon
until after the relationship between Data Vista and Gnapp ended in October of 2010.
7
34. Every customer or potential customer of Emcon and every transaction in which
Gnapp was involved on behalf of Emcon could have been - and should have been - a customer
or transaction that Gnapp presented to and promoted on behalf of Data Vista.
35. During the course of the business relationship that existed between Data Vista and
MJG, Data Vista disclosed to MJG and to Gnapp valuable information concerning its business to
enable MJG to perform its responsibilities to Data Vista, including information concerning the
terms of Data Vista's contracts with its customers, the needs of its customers, the contacts at its
customers, the pricing of its services and products, and its marketing plans.
36. Said information was communicated in confidence by Data Vista to MJG and
Gnapp with the understanding and agreement that it would only be used for the benefit of Data
Vista and for no other purpose.
37. Since the termination of the parties' business relationship, Data Vista has
demanded that all such documents and information be returned to it and not be used or disclosed
by Gnapp for any purposes, including as part of any attempt to compete with Data Vista or to
solicit customers of Data Vista.
38. Despite these demands, since the termination of the parties' business relationship,
Gnapp and Misiano, on behalf of Emcon, have improperly continued to use confidential
information of Data Vista, including information concerning Data Vista's customers, marketing
strategies and pricing, to attempt to undermine the business relationship of Data Vista with those
customers and to persuade those customers to terminate their relationships with Data Vista and
engage Emcon.
COUNTI
(Violation of the Computer Fraud and Abuse Act)
39. Data Vista incorporates by reference each of the allegations in the preceding
paragraphs as if fully set forth herein.
40. Acting through Gnapp as its agent, EmconIT violated the Computer Fraud and
Abuse Act (CFAA), 18 U.S.C. § 1030, et seq., by intentionally accessing a computer used by
Data Vista for interstate commerce or communication, without authorization or by exceeding
Gnapp's authorized access to such computer, and by obtaining information from such protected
computer. EmconIT also violated the CFAA by intentionally accessing a protected computer
without authorization, causing damage to Data Vista, recklessly or without due regard to its
actions.
41. The computer that Emcon accessed, through Gnapp as its agent, operated in
interstate and foreign communication and commerce.
42. The computer that Emcon accessed, through Gnapp as its agent, constituted a
protected computer within the meaning of 18 U.S.C. § 1030(e)(2).
43. Data Vista has suffered damage and will continue to suffer loss by reason of
Emcon's actions, including but not limited to breach of the integrity of its data, programs and
computer system, attorneys fees, costs and resources spent investigating and remedying Gnapp's
unauthorized access and such other losses to be proved at trial, in excess of $5,000 during a one-
year period.
44. As a result of the foregoing, Data Vista has been injured, for which it is entitled to
equitable relief in the form of a permanent injunction against Emcon; such compensatory
damages as may be proven at trial, including but not limited to the costs of investigation and
9
remediation; punitive damages in such amount as the proofs at trial may warrant; together with
interest, attorneys fees and costs.
COUNT II
Violation of N.J.S.A. 2A: 38A-1,
et. sea.. Computer Related Offenses Act
45. Data Vista incorporates by reference each of the allegations in the preceding
paragraphs as if fully set forth herein.
46. Emcon, acting through Gnapp as its agent, purposefully and/or knowingly took
data from Data Vista's computer system, in violation of N.J.S.A. 38A-3(a).
47. Emcon, acting through Gnapp as its agent, purposefully and/or knowingly and
without authorization accessed Data Vista's computer system, in violation of N.J.S.A. 2A: 38A-
3(b).
48. Emcon, acting through Gnapp as its agent, purposefully and/or knowingly
accessed and recklessly obtained data from Data Vista's computer system, in violation of
N. J. S. A. 2A: 3 8 A-3 (e).
49. As a result of the foregoing, Data Vista has been injured, for which it is entitled to
equitable relief in the form of a permanent injunction against Emcon; such compensatory
damages as may be proven at trial, including but not limited to the costs of investigation and
remediation; punitive damages in such amount as the proofs at trial may warrant; together with
interest, attorneys fees and costs.
COUNT III
Misappropriation of Trade Secrets
50. Data Vista incorporates by reference each of the allegations in the preceding
paragraphs as if fully set forth herein.
10
51. During the course of the business relationship that existed between Data Vista and
Gnapp, Data Vista disclosed to Gnapp valuable information concerning its business to enable
Gnapp and MJG to perform its responsibilities to Data Vista, including information concerning
the terms of Data Vista's contracts with its customers, the needs of its customers, the contacts at
its customers, the pricing of its services and products, and its marketing plans.
52. Said information was valuable, was maintained as confidential and secret, and
qualifies as trade secrets.
53. Said information was communicated in confidence by Data Vista to Gnapp with
the understanding and agreement that it would only be used for the benefit of Data Vista and for
no other purpose.
54. Beginning in early 2008, when he secretly became affiliated with Emcon and
secretly began to compete against Data Vista, Gnapp, acting as agent for Emcon and pursuant to
the conspiracy with Misiano referred to above, used and disclosed confidential business
information of Data Vista to compete against it. Since the termination of the business
relationship between Data Vista and MJG, Emcon and Gnapp and Misiano have continued to use
and disclose said information for their own purposes.
55. The conduct of Misiano and Emcon in misappropriating said information was
willful and intentional such that an award of punitive damages is appropriate.
COUNT IV
(Aidin¢ a Fiduciary Breach)
56. Data Vista incorporates by reference each of the allegations in the preceding
paragraphs as if fully set forth herein.
57. During the course of the business relationship between Data Vista and Gnapp,
Gnapp owed fiduciary duties to Data Vista.
11
58. Misiano and Emcon knew that Gnapp owed fiduciary duties to Data Vista.
59. The Emcon Operating Agreement, which explicitly recognized Gnapp's duties to
Data Vista, evidences that Misiano and Emcon's had full knowledge regarding the fiduciary
duties owed by Gnapp to Data Vista.
60. By engaging in the above-detailed actions, Gnapp breached his fiduciary duties to
Data Vista.
61. Misiano and Emcon knowingly aided and abetted MJG and Gnapp in the breach
of the fiduciary duties they owed to Data Vista.
COUNT V
(Civil Conspiracy)
62. Data Vista incorporates by reference each of the allegations in the preceding
paragraphs as if fully set forth herein.
63. Misiano and Gnapp agreed, as between each other, to harm Data Vista by acting
in concert to undertake the unlawful actions more fully described above.
64. Misiano and Gnapp took overt action in furtherance of this scheme by inter alia
gaining unauthorized access to Data Vista computers, making unauthorized use of Data Vista's
confidential and trade secret information and unfairly competing with Data Vista.
65. Misiano also took overt action by aiding and abetting Gnapp's breach of the
fiduciary duty he owed to Data Vista.
66. Misiano and Gnapp's actions have caused damage to Data Vista.
12
COUNT VI
(Tortious Interference with Prospective Business Advantage)
67. Data Vista incorporates by reference each of the allegations in the preceding
paragraphs as if fully set forth herein.
68. Data Vista has a reasonable expectation of continued business dealings with its
current and former customers.
69. Acting with malice and intent to harm Data Vista, Misiano and Emcon have
unfairly attempted to undermine the business relationship of Data Vista with its customers and to
persuade those customers to take their business elsewhere.
70. Defendants have utilized dishonest and unlawful means in their attempt to
undermine the business relationship of Data Vista with its customers and to persuade those
customers to take their business elsewhere.
71. Defendants' interference with Data Vista's economic advantage was undertaken
intentionally and without justification or excuse.
72. Absent Defendants' interference, Data Vista would have received the benefit of a
continued business relationship with AT&T, IBM, Decision One and Essintial.
73. As a result of Defendants' intentional and unlawful interference, Data Vista has
suffered damages.
13
WHEREFORE, Data Vista, Inc., demands some or all of the following relief against
Defendants, Emcon IT and Louis Misiano:
a. A preliminary injunction prohibiting them from using or disclosing any
information provided by Data Vista, Inc., to MJG or Michael Gnapp during the course of the
business relationship that previously existed between Data Vista and MJG;
b. A final injunction prohibiting them for using or disclosing any information
provided by Data Vista, Inc., to MJG or Michael Gnapp during the course of the business
relationship that previously existed between Data Vista and MJG;
C. Compensatory damages;
d. Punitive damages;
e. Pre judgment interest;
f. Attorneys fees and costs of experts and investigation;
g. Costs of suit; and
h. Such other relief as the Court may deem just, equitable or proper.
ARCHER & GREINER
A Professional Corporation
Attorneys for Plaintiff,
Data Vista, Inc.
EVEN J. FRAM, ESQUIRE
DARTH M. NEWMAN, ESQUIRE
Dated: September 7, 2011.
14
f
JURY DEMAND 2011 SEP -7 PI # 12: 0
Plaintiff demands a trial by jury as to all claims so triable.
DESIGNATION OF TRIAL COUNSEL
Plaintiff hereby designates Steven J. Fram, Esquire of Archer & Greiner, P.C. as trial
counsel.
ARCHER & GREINER
A Professional Corporation
Attorneys for Plaintiff
By.
S EVEN J. FRAM, ESQUIRE
15
'y..`tl0f? GOI;;;
rtJANGTON COUN I
CERTIFICATION
2011 SEP -7 Pik 12: DU
Steven J. Fram, Esquire hereby certifies as follows:
1. Pursuant to R. 4:5-1(b)(2), certain of the matters in controbk this Complaint
and Jury Demand are the subject of a separate action that has been brought against Michael
Gnapp and MJG Consulting, Inc. in the Superior Court of New Jersey, Chancery Division, and
which is captioned as Data Vista, Inc., Stephen A. Gifford and Maria E. Gifford v. Michael J.
Gnapp And MJG Consulting, Inc., BUR-C-80-10. I am not aware of any other actions pending
in any court or of any pending arbitration proceedings and no other actions or arbitration
proceedings are contemplated.
2. I am not aware of any other non-parties who should be joined in this action,
including any parties who should be joined pursuant to R.4:28 or who are subject to joinder
pursuant to R.4:29-1(b) because of potential liability to any party on the basis of the same
transactional facts.
7 4EN J. FRAM, ESQUIRE
Dated: September 7, 2011.
7061548v1
16
EXHIBIT C
Archer&Greiner pc.
ATTORNEYS AT LAW
May 11, 2012
REGULAR MAIL AND EMAIL
David W. Phillips
LeClair Ryan
One Riverfront Plaza
1037 Raymond Blvd., 16th Floor
Newark, NJ 07102
Darth M. Newman
dnewman@archerlaw.com
856-673-3905 Direct
856-673-7035 Direct Fax
One Centennial Square
Haddonfield, NJ 08033
856-795-2121 Main
856-795-0574 Fax
www.archerlaw.com
William A. Despo
LeClair Ryan
One Riverfront Plaza
1037 Raymond Blvd., I e Floor
Newark, NJ 07102
Re: Data Vista, Inc. et. al. v. MJG Consulting, Inc. et. al
Dear Counsel:
Enclosed please find a Notice of Deposition for the deposition of a corporate
representative of Essintial Enterprise Solutions.
Sincerely,
DMN:rc
Enclosures
Cc: Steven Fram, Esquire (via email w/ encl.)
8442088vt
ARCHER & GREINER
A Professional Corporation
By:
h M- Newman
Haddonfield, NJ • Philadelphia, PA • Hackensack, NJ • Princeton, NJ • Flemington, NJ 9 Wilmington, DE • Georgetown, DE 9 New York, NY
ARCHER & GREINER
A Professional Corporation
One Centennial Square
P.O. Box 3000
Haddonfield, New Jersey 08033-0968
(856) 795-2121
Attorneys for Plaintiffs, Data Vista, Inc., Stephen A. Gifford and Maria E. Gifford
BY: STEVEN J. FRAM, ESQUIRE
DARTH M. NEWMAN, ESQUIRE
DATA VISTA, INC.,
V.
EMCON IT and
LOUIS MISIANO,
DATA VISTA, INC.,
STEPHEN A. GIFFORD and
MARIA E. GIFFORD,
V.
MICHAEL J. GNAPP and
MJG CONSULTING, Inc.,
SUPERIOR COURT OF NEW JERSEY
LAW DIVISION
Plaintiff,
BURLINGTON COUNTY
Defendants.
Plaintiffs,
Defendants
TO: David W. Phillips, Esquire
LeClair Ryan
One riverfront Plaza
1037 Raymond Boulevard
Sixteenth Floor
Newark, NJ 07102
Attorneys for Defendants
CIVIL ACTION
DOCKET NO. BUR-L-2889-11
SUPERIOR COURT OF NEW JERSEY
LAW DIVISION
BURLINGTON COUNTY
CIVIL ACTION
DOCKET NO. BUR-L-402-12
NOTICE OF DEPOSITION
PLEASE TAKE NOTICE that on Monday, June 11, 2012 at 10:00 a.m. at Rhoads &
Sinon LLP, One South market Square, M&T Bank Building, 12U' Floor, Harrisburg, PA 17101 or
at such other location as counsel may agree, Plaintiffs, through their undersigned counsel shall
take the deposition upon oral examination of Essintial Enterprise Solutions, pursuant to New
Jersey R. 4:14-2(c) and Pennsylvania Rule 4007.1(e), before a Certified Shorthand Reporter or
other person authorized to administer oaths under the laws of the State of New Jersey or the
Commonwealth of Pennsylvania. Plaintiffs' reserve the right to videotape this deposition.
Said deposition shall continue from hour-to-hour and day-to-day until completed or
adjourned by agreement of counsel.
PLEASE TAKE FURTHER NOTICE that this depositions shall be taken with respect to
the matters indentified in the attached Exhibit A, and, as provided by New Jersey R. 4:14-2(c)
and Pennsylvania Rule 4007.1(e), Essintial is required to designate one or more persons who
consent to testify on its behalf with respect to same.
At the time of the deposition, the designee for Essinital shall be required to bring with
him/her, and provide for inspection and copying, the originals and all non-identical copies of the
documents identified in the attached Exhibit B.
ARCHER & GREINER, P.C.
A Professional Corporation
Attorneys for Plaintiffs
Data Vista, Inc., Stephen A. Gifford
and Maria E. Gifford
BY: v
S EN J. FRAM, ESQUIRE
DARTH M. NEWMAN, ESQUIRE
Dated: May 11, 2012
2
DATA VISTA, INC.
STEPHEN A. GIFFORD, and
MARIA E. GIFFORD
Plaintiffs,
V.
EMCON IT, MICHAEL J. GNAPP,
LOUIS MISIANO, and
MJG CONSULTING, INC.
Defendants.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION-LAW
Docket No.
SUBPOENA TO ATTEND AND TESTIFY
TO: Essintial Enterprise Solutions
One Sterling Place
100 Sterling Parkway, Suite 100
Mechanicsburg, Pennsylvania 17050
1. You are ordered by the Court to designate corporate representative(s) to testify as to the
matters set forth on Exhibit "A" and come to Rhoads & Sinon LLP, One South Market Square,
M&T Bank Building, 12a` Floor, Harrisburg, PA 17101 on Monday, June 11, 2012 at 10:00 a.m.,
to testify on behalf of Plaintiffs in the above case, and to remain until excused.
2. And bring with you the following: See Exhibit "B" attached hereto.
If you fail to attend or to produce the documents or things required by this subpoena, you may be
subject to the sanctions authorized by Rule 234.5 of the Pennsylvania Rules of Civil Procedure,
including but not limited to costs, attorney fees and imprisonment.
REQUESTED BY A PARTY/ATTORNEY IN COMPLIANCE WITH Pa.R.C.P.No.234.2(a):
Name: Stephen Moniak, Esquire
Address: Rhoads & Sinon LLP, One South Market Square, M&T Bank Building, 12'h Floor,
Harrisburg, PA 17101
Telephone: (717)237-4887
Supreme Court ID # 80035
BY THE COURT:
Prothonotary/Clerk, Civil Division
Date:
Sea] of the Court Deputy
EXHIBIT A
1. All communications between your company or any agent thereof and any of the
following companies or individuals:
a. Emcon IT, LLC ("Emcon");
b. Global Logistics Resources ("GLR");
C. MJG, Inc.;
d. Louis Misiano;
e. Michael Gnapp;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j . Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
m. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essintial.
2. All communications internal to your company concerning any of the companies or
individuals referred to in Paragraph 1.
3. All agreements between your company and any of the entities or persons referred to in
Paragraph 1.
4. The termination of Barry Cummins's employment with Essintial.
2
t
EXHIBIT B
1. All documents sent by you (or any agent of yours) to
a. Emcon IT, LLC ("Emcon")
i. Including, without limitation, email addresses ending in @emconit.com
and @emconfm.com;
b. Global Logistics Resources ("GLR")
i. Including, without limitation, email addresses ending in @glrservice.com;
C. MJG, Inc.;
d. Louis Misiano
i. Including, without limitation, the email addresses lmisiano@emconi.t.com
and lmisiano@verizon.net;
e. Michael Gnapp
i. Including, without limitation, the email addresses
mikegl218@verizon.net, mikeg@emconit.com, and mikeg@glrservice.com;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essintial.
3
2. All documents received by you (or any agent of yours) from
a. Emcon IT, LLC ("Emcon")
i. Including, without limitation, email addresses ending in @emconit.com
and @emconfm.com;
b. Global Logistics Resources ("GLR")
i. Including, without limitation, email addresses ending in @glrservice.com;
C. MJG, Inc.;
d. Louis Misiano
i. Including, without limitation, the email addresses lmisiano@emconit.com
and lmisiano@verizon.net;
e. Michael Gnapp
i. Including, without limitation, the email addresses
mikegl218@verizon.net, mikeg@emconit.com, and mikeg@glrservice.com;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
m. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essinital.
4
3. All documents that concern, refer or relate to communications between your company (or
any agent of yours) and any of the following companies or individuals:
a. Emcon IT, LLC ("Emcon")
i. Including, without limitation, email addresses ending in @emconit.com
and @emconfm.com;
b. Global Logistics Resources ("GLR")
i. Including, without limitation, email addresses ending in @glrservice.com;
C. MJG, Inc.;
d. Louis Misiano
i. Including, without limitation, the email addresses lmisiano@emconit.com
and lmisiano@verizon.net;
e. Michael Gnapp
i. Including, without limitation, the email addresses
mikegI218@verizon.net, mikeg@emconit.com, and mikeg@glrservice.com;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essintial.
5
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
internal memoranda and internal emails.
4. All agreements between you and any of the following:
a. Emcon;
b. GLR;
C. MJG, Inc.;
d. Louis Misiano;
e. Michael Gnapp;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins.
5. All documents that concern, refer or relate to agreements between you and any of the any
of the entities or persons referred to in Paragraph 4.
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
internal memoranda and internal emails.
6
6. All documents that concern, refer, relate to or reflect any amounts paid by you to Emcon,
GLR, MJG;, Inc., Michael Gnapp; or Barry Cummins subsequent to the termination of his
employment at Essinital.
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
internal memoranda and internal emails.
7. All documents that concern, refer, relate to or reflect the termination of Barry Cummins's
employment at Essintial.
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
internal memoranda and internal emails.
7
CERTIFICATE OF SERVICE
I hereby certify that on May 11, 2012, I served the foregoing Notice of Deposition and
form of subpoena with exhibits via e-mail and via regular mail addressed as follows:
David W. Phillips, Esquire
LeClair Ryan
One Riverfront Plaza 1037
Raymond Boulevard Sixteenth Floor
Newark, New Jersey 07102
David.Phillips@leclairryan.com
Attorneys for Defendants
?QOAI __
RTH M. EWMAN, ESQUIRE
8341671vI
EXHIBIT D
DATA VISTA, INC.
STEPHEN A. GIFFORD, and
MARIA E. GIFFORD
Plaintiffs,
V.
EMCON IT, MICHAEL J. GNAPP,
LOUIS MISIANO, and
MJG CONSULTING, INC.
Defendants.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION-LAW
Docket No.
SUBPOENA TO ATTEND AND TESTIFY
TO: Essintial Enterprise Solutions
One Sterling Place
100 Sterling Parkway, Suite 100
Mechanicsburg, Pennsylvania 17050
1. You are ordered by the Court to designate corporate representative(s) to testify as to the
matters set forth on Exhibit "A" and come to Rhoads & Sinon LLP, One South Market Square,
M&T Bank Building, 12th Floor, Harrisburg, PA 17101 on Monday, June 11, 2012 at 10:00 a.m.,
to testify on behalf of Plaintiffs in the above case, and to remain until excused.
2. And bring with you the following: See Exhibit "B" attached hereto.
If you fail to attend or to produce the documents or things required by this subpoena, you may be
subject to the sanctions authorized by Rule 234.5 of the Pennsylvania Rules of Civil Procedure,
including but not limited to costs, attorney fees and imprisonment.
REQUESTED BY A PARTY/ATTORNEY IN COMPLIANCE WITH Pa.R.C.P.No.234.2(a):
Name: Stephen Moniak, Esquire
Address: Rhoads & Sinon LLP, One South Market Square, M&T Bank Building, 12th Floor,
Harrisburg, PA 17101
Telephone: (;717)237-4887
Supreme Court ID # 80035
BY THE COURT:
Date:
Seal of the Court
Prothonotary/Clerk, Civil Division
Deputy
851451.1
EXHIBIT A
1. All communications between your company or any agent thereof and any of the
following companies or individuals:
a. Emcon IT, LLC ("Emcon");
b. Global Logistics Resources ("GLR");
C. MJG, Inc.;
d. Louis Misiano;
e. Michael Gnapp;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essintial.
2. All communications internal to your company concerning any of the companies or
individuals referred to in Paragraph 1.
3. All agreements between your company and any of the entities or persons referred to in
Paragraph 1.
4. The termination of Barry Cummins's employment with Essintial.
i
EXHIBIT B
1. All documents sent by you (or any agent of yours) to
a. Emcon IT, LLC ("Emcon")
i. Including, without limitation, email addresses ending in @emconit.com
and @emconfm.com;
b. Global Logistics Resources ("GLR")
i. Including, without limitation, email addresses ending in @glrservice.com;
C. MJG, Inc.;
d. Louis Misiano
i. Including, without limitation, the email addresses lmisiano@emconit.com
and ltnisiano@verizon.net;
e. Michael Gnapp
i. Including, without limitation, the email addresses
mikeg1218@verizon.net, mikeg@emconit.com, and mikeg@glrservice.com;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essintial.
T
l
2. All documents received by you (or any agent of yours) from
a. Emcon IT, LLC ("Bmcon")
i. Including, without limitation, email addresses ending in @emconit.com
and (iiemconfm.com;
b. Global Logistics Resources ("GLR")
i. Including, without limitation, email addresses ending in @glrservice.com;
C. MJG, Inc.;
d. Louis Misiano
i. Including, without limitation, the email addresses lmisiano@emconit.com
and lmisiano@verizon.net;
e. Michael Gnapp
i. Including, without limitation, the email addresses
mikegl218@verizon.net, mikeg@emconit.com, and mikeg@glrservice.com;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essinital.
3. All documents that concern, refer or relate to communications between your company (or
t
any agent of yours) and any of the following companies or individuals:
a. Emcon IT, LLC (` Emcon")
i. Including, without limitation, email addresses ending in @emconit.com
and @emconfm.com;
b. Global Logistics Resources ("GLR")
i. Including, without limitation, email addresses ending in @glrservice.com;
C. MJG, Inc.;
d. Louis Misiano
i. Including, without limitation, the email addresses lmisiano@emconit.com
and linisiano@verizon.net;
e. Michael Gnapp
i. Including, without limitation, the email addresses
mikegl218@verizon.net, mikeg@emconit.com, and mikeg@glrservice.com;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins subsequent to the termination of his employment at Essintial.
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
t
i
internal memoranda and internal emails.
4. All agreements between you and any of the following:
a. Emcon;
b. GLR;
C. MJG, Inc.;
d. Louis Misiano;
e. Michael Gnapp;
f. Regina Kolcznski;
g. Paul Rebeta;
h. Dennis Marshall;
i. Bryan Fulcher;
j. Phuong Gnapp;
k. John Gnapp;
1. Michael Michowski;
M. Michael Cocuzza; or
n. Barry Cummins.
5. All documents that concern, refer or relate to agreements between you and any of the any
of the entities or persons referred to in Paragraph 4.
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
internal memoranda and internal emails.
6. All documents that concern, refer, relate to or reflect any amounts paid by you to Emcon,
GLR, MJG, Inc., Michael Gnapp; or Barry Cummins subsequent to the termination of his
employment at Essinital.
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
internal memoranda and internal emails.
7. All documents that concern, refer, relate to or reflect the termination of Barry Cummins's
employment ,at Essintial.
This request includes, but is not limited to, notes of telephone conferences, notes of meetings,
internal memoranda and internal emails.
CERTIFICATE OF SERVICE
I hereby certify that on May 14, 2012, I served the foregoing Petition for Issuance of
Subpoena to Take Deposition Pursuant to 42 Pa.C.S.§5326 with exhibits via certified mail return
receipt requested addressed as follows:
David W. Phillips, Esquire
LeClair Ryan
One Riverfront Plaza
1037 Raymond Boulevard Sixteenth Floor
Newark, New Jersey 07102
David.Phillips@leclairryan.com
Attorneys for Defendants
P E MONIAK, ESQUIRE
DATA VISTA, INC., STEPHEN OV16-11 OF COMMON PLEAS
GIFFORD and MARIA E, GIFFORD ' ll, ;&,E-i?LA?,i[pfo 6i4?4,,BERLAND COUNTY -
F'ENIN YI 1 IVIL ACTION-LAW
Petitioners,
Docket No.: 12-3034
vs.
Civil Term
EMCQNIT, MICHAEL J. GNAPP,
LOUD MISIANO and MJG
CONSULTING, INC.,
Respondents.
PRAECIPE FOR ENTRY OF APPEARANCE
TO THE PROTHONOTARY:
Kindly enter my appearance on behalf of Respondents EMCONIT, Michael J. Gnapp,
Louis Misiano, and MJG Consulting, Inc. in the above-captioned action.
Papers may be served at the address set forth below.
Date: May 25, 2012
LECLAIRRYAN
A Virginia professional corporation
By: ' J
Gregory S. Thomas, Esq.
Identification No.: 40975
One Riverfront Plaza
1037 Raymond Boulevard, Sixteenth Floor
Newark, New Jersey 07102
Telephone No.: (973) 491-3600
Attorneys for Defendants EmconIT, Michael J.
Gnapp, Louis Misiano and MJG Consulting,
Inc.
9862743-1
By: GREGORY S. THOMAS, ESQ.
Gregory.Thomas@LeClairRyan.com
Identificatipn No.: 40975
LECL,8iRRYAN
1500 Mark'let Street
12th Floor,;, East Tower
Philadelphia, PA 19102
Telephone'No.: (215) 665-5644
(? I r
Attorneys for Respondents
EmconIT, LLC, Michael J. Gnapp,
Louis Misiano and MJG Consulting, Inc.
One Riverfront Plaza
1037 Raymond Boulevard, Sixteenth Floor
Newark, Now Jersey 07102
Telephone No.: (973) 491-3600
DATA VISTA, INC., STEPHEN
GIFFORD and MARIA E, GIFFORD
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY -
CIVIL ACTION-LAW
Petitioners,
vs.
EMCONIT, MICHAEL J. GNAPP, LOUIS
MISIANO and MJG CONSULTING,
INC.,
Respondents.
2012 Term
Docket No.: 12-3034
Civil Term
RESPONSE TO PETITION FOR ISSUANCE OF
SUBPOENA DIRECTED TO ESSINTIAL ENTERPRISES SOLUTIONS
NOW COMES respondents EmconIT, LLC (improperly plead as EmconIT), Michael J.
Gnapp, Louis Misiano and MJG Consulting, Inc., by their counsel LeClairRyan, as and for their
response to' the Petition of Petitioners Data Vista, Inc., Stephen A. Gifford and Maria E. Gifford, and
state as follows:
I . This matter is essentially a dispute between two former joint venturers over the
division of their business, including assets, profits and ongoing contracts. Respondents contend that
Petitioners have usurped partnership business, hidden assets, and improperly terminated the joint
venture. A true copy of the Answer and Counterclaims filed by Respondents MJG Consulting, Inc.,
and Michael Gnapp to the Second Amended Complaint is attached hereto as Exhibit 1.
2. There were no agreements between Petitioners and Respondents for non-competition
or non-solicitation, and no other restrictions of any sort on Respondents right to compete with
Petitioners, either during the joint venture or thereafter.
3. Discovery has been advanced in the New Jersey actions for over a year and a half, and
Respondents have produced 290,401 pages of documents. Additionally, numerous party witnesses
and non-party witnesses have been deposed, with 10 to 15 remaining depositions to be taken in the
next two months. Not once have Petitioners ever indicated to Respondents that Petitioners believe
Respondents have failed to produced documents relating to Essintial Enterprise Solutions, Inc.
(` Essintial" ). Further, despite that this case is heavily managed in the Superior Court, including
motions and conferences just three days prior to the filing of the Petition, they have never indicated
to the Court they needed this discovery.
4. Respondents are currently engaged in a new business which competes with
Petitioners. Petitioners have begun a course of seeking discovery of and from the customers of the
new business, under the guise of seeking to determine if business was diverted from the joint
venture. While Petitioners may be entitled to pursue legitimate theories in this lawsuit, and take
appropriate discovery, unbridled discovery into the customers of Respondents can have an ulterior
9853426 - 2 -
purpose of harassment, and the discovery and use of confidential and private information on the
business relationships of a competitor.
5. Inexplicably, the Petition states that the subpoena was already served on Essintial,
prior to the',Petition being filed. Thus, Petitioners may not have waited for authority to serve their
subpoena, but gone ahead without any jurisdiction or authority - certainly evidence of an intent to
cause harassment and embarrassment to the customer of Respondents.
6. Nowhere in the Petition do Petitioners explain why they seek discovery from
Essintial, except the broad and inconclusive statement, "Essintial ... has personal knowledge and
information that is material to that litigation."
7. The proposed subpoena seeks detailed and extremely intrusive information on the
relationships between Respondents and Essintial. It also seeks unlimited discovery into
communications between Essintial and numerous individuals - clearly designed to require extensive
effort and time to conduct electronic and hard document searches through years and years of records
and data bases.
8. Respectfully, the subpoena, being unbound in time or scope, and unsupported by any
clear statement of need for the demanded information, clearly has the potential to be an effort to
punish Essintial for doing business with Respondents, and/or to seek private competitive information
for use against Respondents in business.
9. Respectfully, Petitioners should be (1) required to explain in some detail why each
category of documents and each individual will be relevant to the pending matters in New Jersey, (2)
required to explain whether the documents have been obtained from Respondents in the discovery in
the New Jersey matters, (3) required to explain why they cannot obtain the documents during
9853426 - 3 -
discovery in New Jersey or in some other manner which is less intrusive to Respondents' customer;
and (4) required to limit the subpoena in scope and time.
10. Further, in the action in New Jersey, the parties have entered into a Stipulated
Protective Order, drafted by Petitioners' counsel, permitting documents to be protected from public
view. A true copy of the Stipulated Protective Order is attached hereto as Exhibit 2.
11. Respectfully, any discovery permitted in this matter should be directed to be under the
Stipulated Protective Order as well, permitting Respondents and Essintial to mark documents
CONFIDENTIAL or ATTORNEYS EYES ONLY as set out in the Stipulated Protective Order.
12. Further, if the discovery sought by Petitioners is permitted to proceed, Respondents
should be permitted to serve a subpoena seeking (1) communications between Essintial and
Petitioners for the period October 6, 2010, to the present, (2) payments to Data Vista, Inc., after
January 1, 2'2007, and contracts between Essintial and Data Vista for the period January 1 2007 to the
present.
13. Finally, any document production and deposition of Essintial will be attended on
behalf of Respondents by William Despo, Esq., counsel for Respondents in the New Jersey actions.
The date requested by Petitioners in the Petition - June 11, 2012 - has never been discussed with
Respondent's counsel, and Mr. Despo is not available on that date. However, Mr. Despo is available
on June 12, 2012. If, however, the Court permits some discovery to go forward, but the date of June
12, 2012, is not acceptable to other counsel, Respondents respectfully request that the date be set
after consultation with Respondents' counsel and Essintial.
WHEREFORE Respondents pray that the Court deny the issuance of a subpoena directed to
Essintial Enterprise Solutions at this time, and if any discovery be permitted, require Petitioners to
9853426 - 4 -
provide a proper justification for each request, limit the scope of the requests to relevant and needed
information, limit the requests in time, requires that the parties proceed under the Stipulated
Protective Order or a similar Order entered by this Court, permit respondents to seek by subpoena
discovery of communications with petitioners, and direct the discovery be on June 12, 2012, or such
other date as the parties may agree upon.
Gregory S. Thomas, Esq.
Gregory.Thomas@LeClairRyan.com
Pa. Bar No.: 40975
LECLAIRRYAN
1500 Market Street
12th Floor, East Tower
Philadelphia, PA 19102
Telephone No.: (215) 665-5644
One Riverfront Plaza
1037 Raymond Boulevard, Sixteenth Floor
Newark, New Jersey 07102
Telephone No.: (973) 491-3600
Attorneys for Plaintiff
Date: May 25, 2012
9853426
-5-
VERIFICATION
I, GREGORY S. THOMAS, hereby state that I am counsel for Respondents/Defendants'
EMCONIT, MICHAEL J. GNAPP, LOUIS MISIANO and MJG CONSULTING, INC.; the
statements made in the foregoing Response to Petitioners/Plaintiffs' Petition for Issuance of
Subpoena to Take Deposition are true and correct to the best of my present knowledge information
and belief.
I understand that this Verification is made subject to the penalties of 19 Pa. C.S.A. § 4904,
relating to Unsworn falsification to authorities.
GRE ORY S. THOMAS
Dated: May 25, 2012
9853426
-6-
VERIFICATION
I, GREGORY S. THOMAS, hereby state that I am counsel for Respondents/Defendants'
EMCONIT, MICHAEL J. GNAPP, LOUIS MISIANO and MJG CONSULTING, INC.; the
statements trade in the foregoing Response to Petitioners/Plaintiffs' Petition for Issuance of
Subpoena to Take Deposition are true and correct to the best of my present knowledge information
and belief.
I understand that this Verification is made subject to the penalties of 19 Pa. C.S.A. § 4904,
relating to dnsworn falsification to authorities.
GREGORY S. THOMAS
Dated: May 25, 2012
9853426 - 6 -
L E C LAIRRYAN
A Virginia Professional Corporation
One Riverfront Plaza
1037 Raymond Boulevard, 16`h Floor
Newark, New Jersey 07102
Tel. (973) 491-3600
Attorneys for Defendants,
MJG Consulting, Inc. and Michael Gnapp
DATA VISTA, INC., STEPHEN A.
GIFFORD, and MARIA E. GIFFORD,
Plaintiffs,
VS.
MJG CONSULTING, INC. and MICHAEL
GNAPP,
Defendants.
SUPERIOR COURT OF NEW JERSEY
BURLINGTON COUNTY: CHANCERY
DIVISION
DOCKET NO.: BUR-C-080-10
Civil Action
ANSWER TO SECOND AMENDED
COMPLAINT, SEPARATE DEFENSES
AND COUNTERCLAIM WITH REQUEST
FOR DECLARATORY RELIEF
Defendants MJG Consulting, Inc. ("MJG") and Michael J. Gnapp ("M. Gnapp"),
by and through their counsel, LeClairRyan, a Virginia professional corporation, as and for their
Answer to the Second Amended Complaint of plaintiffs Data Vista, Inc. ("Data Vista"), Stephen
Gifford ("S. Gifford"), and Maria E. Gifford ("M. Gifford"; collectively, M. Gifford, Data Vista
and S. Gifford, are the "Plaintiffs"), state as follows:
5594762-1
DF, FENDANTS' ANSWER TO PLAINTIFFS' AMENDED COMPLAINT
1. Defendants deny the allegations of this paragraph of the Second Amended
Complaint. In addition, defendants state that Plaintiffs have brought this action in order to
preempt an action by Defendants for enforcement of their rights against Plaintiffs, who have
unilaterally usurped a joint venture business (as more specifically described and defined
hereinbelow, the "Joint Venture") which the Defendants have spent years to develop and that as
part of plaintiffs efforts to usurp Defendants' rights in and to the Joint Venture, plaintiffs have
wrongfully refused to account for the assets and revenues of the Joint Venture as required by the
New Jersey Partnership Act, and have wrongfully refused to turn over monies from the Joint
Venture to Defendants.
2. This paragraph of the Second Amended Complaint does not contain any
allegation that requires a response. However, to the extent that a response is required,
Defendants deny the allegations of this Paragraph of the Second Amended Complaint.
3. This paragraph of the Second Amended Complaint does not contain any
allegation that requires a response. However, to the extent that a response is required,
Defendants deny the allegations of this paragraph of the Second Amended Complaint.
4. Defendants have insufficient information to either admit or deny the
allegations regarding the incorporation of and means of the change of name of Plaintiff Data
Vista, and admit the allegations concerning the location, and admit that Data Vista was originally
named Data Link Computer Services, Inc., except that Defendants do not respond to the last
sentence of this paragraph as no response is required. To the extent that this response does not
completely respond to the allegations in this Paragraph, then Defendants deny the remaining
allegations.
5594762-1
-2-
Defendants admit the allegations in this Paragraph to the extent that
business was on behalf of the Joint Venture between MJG Consulting, Inc., and deny the balance
of the allegations contained in this paragraph.
6. Upon information and belief, Defendants admit that S. Gifford is a
shareholder and the president of a corporate entity called Data Vista, and admit his place of
residence, but have insufficient information to either admit or deny the balance of the allegations
in this Paragraph. To the extent that this response does not completely respond to the allegations
in this Paragraph, then Defendants deny the remaining allegations.
Upon information and belief Defendants admit that M. Gifford is a
shareholder of a corporate entity called Data Vista, and admit his residence, but have insufficient
information to either admit or deny the balance of the allegations in this Paragraph. To the
extent that this response does not completely respond to the allegations in this paragraph of the
Second Amended Complaint, then Defendants deny the remaining allegations.
Defendants admit the allegations in this paragraph of the Second Amended
Complaint.
Defendants admit the allegations of this paragraph of the Second
Amended Complaint.
AS TO PLAINTIFFS' FACTUAL ALLEGATIONS
10. Defendants neither admit nor deny the allegations of this Paragraph of the
Second Amended Complaint and leave Plaintiffs to their proofs. Defendants add that Plaintiffs'
allegations' contained in this Paragraph of the Second Amended Complaint are immaterial to the
dispute amongst the parties as such allegations pertain to the corporate entity Data Vista, which
5594762-1
- 3 -
was one to the parties to the Joint Venture, which itself was formed by the parties in order to
carry out the business of providing computer maintenance services and related products.
Venture.
officer in an entity called Data Vista, and deny the balance of the allegations contained in this
Paragraph. Notwithstanding the foregoing, Defendants add that Plaintiffs' allegations contained
in this Paragraph of the Second Amended Complaint are immaterial to the dispute amongst the
parties as such allegations pertain to the corporate entity Data Vista, as opposed to the Joint
11. Defendants admit that Michael Gnapp has not been a shareholder and
12. Defendants deny plaintiff s allegations of this Paragraph of the Second
Amended Complaint. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally
usurp the Joint Venture with the intent to cause irreparable harm Defendants.
13. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
parties Joint Venture with the intent to cause irreparable harm to Defendants.
14. Defendants deny the allegations of this paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
parties Joint Venture with the intent to cause irreparable harm to Defendants.
15. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
parties Joint Venture with the intent to cause irreparable harm to Defendants.
16. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint: Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
parties Joint Venture with the intent to cause irreparable harm to Defendants.
5594762-I
-4-
17. Defendants admit the allegations of this paragraph of the Second
Amended Complaint.
18. Defendants admit the allegations of this paragraph of the Second
Amended Complaint.
19. Defendants admit Michael Gnapp executed an operating agreement, but
state that the agreement speaks for itself as to the terms and conditions thereof, and accordingly
do not answer this paragraph of the Second Amended Complaint except to refer to the operating
agreement itself as their answer.
20. Defendants deny the allegations of this paragraph of the Second Amended
Complaint.
Complaint.
21. Defendants deny the allegations of this paragraph of the Second Amended
22. Defendants deny the allegations of this paragraph of the Second Amended
Complaint, except to state that while the joint venture did not gain new customers, i.e., the
majority of its business continued to revolve around its four main customers, it did, as a result of
Mr. Gnapp's efforts, achieve new contracts, opportunities and increased revenues.
23. Defendants deny the allegations of this paragraph of the Second Amended
Complaint.
24. Defendants deny any knowledge of what concerns plaintiffs now purport
to have had, but deny the allegations of this Paragraph of the Second Amended Complaint.
Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the parties Joint
Venture with the intent to cause irreparable harm to Defendants.
5594762-I
- 5 -
25. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
parties Joint Venture with the intent to cause irreparable harm to Defendants.
26. Defendants admit the allegations of this Paragraph of the Second
Amended Complaint. Defendants add that Plaintiffs by and through their words and actions
have acknowledged that MJG and Data Vista were partners in a joint venture, as each party
shared equally in the profits of the joint venture, contributed equally to the purchase of assets of
the joint venture, and were both equally liable for the joint venture's debts.
27. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiff's scheme to unilaterally usurp the
parties Joint Venture with the intent to cause inseparable harm to Defendants.
28. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint, and further specifically deny the implicit assertion that defendants have made any
misrepresentations to taxing authorities, or made any statements which are contrary to the fact
that the Joint Venture exists. Moreover, this allegation demonstrates Plaintiffs scheme to
unilaterally usurp the Joint Venture with the intent to cause irreparable harm to Defendants.
29. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint, Moreover, this allegation demonstrates Plaintiffs scheme to unilaterally usurp the
Joint Venture with the intent to cause irreparable harm to Defendants.
30. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint, deny they are in the possession of any confidential information belonging to Data
Vista, deny any obligation to maintain the confidentiality of the information of the Joint Venture,
and deny, any obligation to not solicit the customers of the Joint Venture for future business,
5594762-I
-6-
although defendants admit and affirmatively assert that each joint venturer has an obligation to
preserve the assets of the Joint venture, which include existing contracts until their termination,
as well as the revenues from those contracts. Moreover, this allegation demonstrates Plaintiff's
scheme to unilaterally usurp the Joint Venture with the intent to cause irreparable harm to
Defendants.
31. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Further, to the extent that it is alleged that any of the information possessed or
utilized by Defendants is proprietary or confidential in nature or that there was any restriction,
express or implied, precluding Defendants from soliciting any new business opportunities from
the former joint venture's clients, deny they are in the possession of any confidential information
belonging to Data Vista, deny any obligation to maintain the confidentiality of the information of
the Joint Venture, and deny any obligation to not solicit the customers of the Joint Venture for
future business, although defendants admit and affirmatively assert that each joint venturer has
an obligation to preserve the assets of the Joint Venture, which include existing contracts until
their termination, as well as the revenues from those contracts. Moreover, this allegation
demonstrates Plaintiff's scheme to unilaterally usurp the Joint Venture with the intent to cause
irreparable harm to Defendants. Regarding the allegations of Paragraph 25 of the Second
Amended Complaint
32. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint, Moreover, this allegation demonstrates Plaintiff's scheme to unilaterally usurp the
Joint Venture with the intent to cause irreparable harm to Defendants.
5594762-I
-7-
AS TO COUNT ONE
33, Defendants repeat and reallege the statements set forth in Paragraphs 1
through 32 of their Answer above as if set forth at length herein.
34. Defendants state that this paragraph of the Second Amended Complaint
inappropriately states a legal conclusion (which is incorrect), and accordingly, no answer is
required. However, to the extent this Paragraph makes an allegation for which a response is
required, Defendants deny the allegations of this Paragraph of the Second Amended Complaint.
35. Defendants admit that a controversy exists; however, Defendants deny the
remaining allegations of this Paragraph of the Second Amended Complaint. Moreover, this
allegation demonstrates Plaintiffs scheme to unilaterally usurp the Joint Venture with the intent
to cause irreparable harm to Defendants.
36. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiff s scheme to unilaterally usurp the
Joint Venture with the intent to cause irreparable harm to Defendants.
WHEREFORE Defendants demand judgment dismissing the Claims of Plaintiffs
in the Second Amended Complaint, together with an award of attorneys' fees, costs of suit and
such other and further relief as the Court may deem just and equitable.
AS TO COUNT TWO
37. Defendants repeat and reallege the statements set forth in Paragraphs 1
through 36, of their Answer above as if set forth at length herein.
38. Defendants deny the allegations of this paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs scheme to unilaterally usurp the
Joint Venture with the intent to cause irreparable harm to Defendants.
5594762-1
-8-
39. Defendants deny the allegations of this Paragraph and each sub-paragraph
of the Second Amended Complaint. Moreover, this allegation demonstrates Plaintiff s scheme to
unilaterally usurp the Joint Venture with the intent to cause irreparable harm to Defendants.
40. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiff s scheme to unilaterally usurp the
Joint Venture with the intent to cause irreparable harm to Defendants.
41. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs scheme to unilaterally usurp the
Joint Venture with the intent to cause inseparable harm to Defendants.
42. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs scheme to unilaterally usurp the
Joint Venture with the intent to cause inseparable harm to Defendants.
43. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs scheme to unilaterally usurp the
Joint Venture with the intent to cause irreparable harm to Defendants.
44. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiff s scheme to unilaterally usurp the
Joint Venture with the intent to cause irreparable harm to Defendants.
WHEREFORE Defendants demand judgment dismissing the Claims of Plaintiffs
in the Second Amended Complaint, together with an award of attorneys' fees, costs of suit and
such other and further relief as the Court may deem just and equitable.
559476'-1
-9-
AS TO COUNT THREE
45. Defendants repeat and reallege the statements set forth in Paragraphs 1
through 44 of their Answer above as if set forth at length herein.
46. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint.
47. Defendants state that this paragraph of the Second Amended Complaint
states a legal conclusion, as to which no answer is required. To the extent this paragraph of the
Second Amended Complaint states an allegation of fact, defendants deny the allegations of this
Paragraph. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
Joint Venture with the intent to irreparable harm Defendants.
48. Defendants deny the allegations of this paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
Joint Venture with the intent to irreparable harm Defendants.
49. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint. Moreover, this allegation demonstrates Plaintiffs' scheme to unilaterally usurp the
Joint Venture with the intent to irreparable harm Defendants.
WHEREFORE Defendants demand judgment dismissing the Claims of Plaintiffs
in the Second Amended Complaint, together with an award of attorneys' fees, costs of suit and
such other and further relief as the Court may deem just and equitable.
5594762-1
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AS TO COUNT FOUR
50. Defendants repeat and reallege the statements set forth in Paragraphs I
through 49 of their Answer above as if set forth at length herein.
51. Defendants deny the allegations of this paragraph of the Second Amended
Complaint.
52. Defendants deny the allegations of this paragraph of the Second Amended
Complaint.
53. Defendants deny the allegations of this paragraph of the Second Amended
Complaint.
WHEREFORE Defendants demand judgment dismissing the Claims of Plaintiffs
in the Second Amended Complaint, together with an award of attorneys' fees, costs of suit and
such other and further relief as the Court may deem just and equitable.
AS TO COUNT FIVE
54. Defendants repeat and reallege the statements set forth in Paragraphs 1
through 52 of their Answer above as if set forth at length herein.
55. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint.
56. Defendants deny the allegations of this paragraph of the Second Amended
Complaint to the extent it makes an allegation of fact, and make no answer to the legal
conclusions therein.
57. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint.
5.594762-1
58. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint.
WHEREFORE Defendants demand judgment dismissing the Claims of Plaintiffs
in the Second Amended Complaint, together with an award of attorneys' fees, costs of suit and
such other and further relief as the Court may deem just and equitable.
AS TO COUNT SIX
59. Defendants repeat and reallege the statements set forth in Paragraphs I
through 58 of their Answer above as if set forth at length herein.
60. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint.
61. Defendants deny the allegations of this paragraph of the Second Amended
Complaint.
62. Defendants deny the allegations of this Paragraph of the Second Amended
Complaint.
WHEREFORE Defendants demand judgment dismissing the Claims of Plaintiffs
in the Second Amended Complaint, together with an award of attorneys' fees, costs of suit and
such other and further relief as the Court may deem just and equitable.
SEPARATE DEFENSES
1. The Second Amended Complaint fails to state a cause of action upon
which relief can be granted.
594762-I
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i
2. The Second Amended Complaint and/or the relief sought therein is barred
in whole or in part by the equitable doctrines of estoppel, promissory estoppel, waiver, laches
and Plaintiffs' improper actions.
3. The Second Amended Complaint and/or the relief sought therein is barred
in whole or in part by the unclean hands of Plaintiffs.
4. Defendants have not breached any legal duty, contractual or otherwise,
owing to Plaintiffs, or any of them.
5. MJG and Data Vista were party to a Joint Venture, which was breached
and/or terminated by Data Vista.
6. Defendants are entitled to set-off.
7. The Second Amended Complaint which sets forth the claims to which the
Defendant has submitted this Answer is made in bad faith and violates Rule 1:4-8. Defendants
reserve their rights to seek sanctions.
8. Plaintiffs have materially breached their contractual and fiduciary duties
owed to defendants.
9. Plaintiffs S. Gifford and M. Gifford do not have standing to bring this
action, and should be dismissed from this action.
11. Defendants do not waive and hereby expressly reserve their right to assert
any and all additional Defenses and Counterclaim they may have to Plaintiffs' Second Amended
Complaint at such time and to such extent as discovery and factual developments establish a
basis for the same.
5594762-1
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WHEREFORE Defendants demand judgment dismissing the Claims of Plaintiffs
in the Second Amended Complaint, together with an award of attorneys' fees, costs of suit and
such other and further relief as the Court may deem just and equitable.
COUNTERCLAIMS
Defendants/Counterclaimants MJG Consulting, Inc. and Michael Gnapp, as and
for their Counterclaims against Plaintiffs/Counterclaim Defendants Data Vista, Inc., Stephen A.
Gifford and Maria E. Gifford, respectfully allege:
NATURE OF THE ACTION
This is an action seeking, among other things, to: (a) declare the Joint
Venture terminated on or before October 6, 2010, and wind up the affairs of the Joint Venture
pursuant to the Uniform Partnership Act, N.J. Stat. § 42:1A-1, et seq. (2010); (b) compel an
accounting of the income and assets of the Joint Venture, (c) recover damages from Plaintiffs as
a result of, j ter alia, Plaintiffs' breach of the Joint Venture, including its breach of fiduciary
duties owed'to Defendants, (d) appoint a receiver to preserve the Joint Venture's assets and
otherwise wind up the joint venture's affairs; (e) obtain an interim order that the business and all
of the assets and monies of the Joint Venture should be placed in a constructive trust pending the
resolution of this action; (f) Order Plaintiffs/Counterclaim Defendants Stephen A. Gifford ("S.
Gifford") and Maria E. Gifford ("M. Gifford") to immediately return all monies and other things
of value taken from the Joint Venture that are in excess of the money received by the Defendants
5594762-i
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MJG Consulting, Inc. ("MJG") and Michael Gnapp ("M. Gnapp")l from the Joint Venture since
January 1, 2010; (g) Order prohibiting Plaintiffs from using any of the assets and money of the
Joint Venture to fund this litigation and to compel Plaintiffs to return all money to the Joint
Venture to be held in a constructive trust during the pendency of this ligation; (h) declare that
Defendants; are not in breach of any of its obligations pursuant to the Joint Venture; and/or (is)
declare that Defendants are free to contact any past or existing customers of the Joint Venture
and otherwise directly compete with Data Vista.
FACTUAL BACKGROUND
2. At times relevant herein beginning in or about 1997, M. Gnapp and S.
Gifford worked together in the corporate computer IT network system maintenance and support
business. M. Gnapp was formerly Director of Marketing for a New Jersey-based computer
hardware and services company that catered to such corporate clients as AT&T (and its various
regional predecessor companies), Northrop Grumman, and DecisionOne, among others.
Through M. Gnapp's proficient sales and marketing skills and acumen, he was able to build a
substantial'book of business in the extremely competitive IT network maintenance and support
industry, and is well respected throughout the industry.
S. Gifford is a computer technician by background, who was also
employed by M. Gnapp's former employer to provide technical support to customers. S. Gifford
and M. Gnapp worked at the same employer prior to entering into the Joint Venture.
1 Defendants MJG and M. Gnapp may be referred to collectively as "Gnapp".
559476_'-I
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I. 1 °.
4. In or about 19987 M. Gnapp discussed with S. Gifford potential particular
business opportunities identified by M. Gnapp in the computer hardware service industry. As
ro osed, Gnapp would be responsible for sales and customer relations, while S. Gifford would
p p
provide back office support, i.e. computer service and administration.
5. S. Gifford and M. Gnapp agreed to the arrangement described in
Paragraph 4 hereinabove, and they also agreed that each would be 50% responsible for expenses
of their arrangement, and that they would share equally in any profits, thus creating a joint
venture (the "Joint Venture"). The arrangement was verbally agreed to M. Gnapp and S. Gifford,
and Gifford acted in accordance with their
and thereafter from 1997 until October 2010, Gnapp
agreement, thereby affirming the Joint Venture. In 2010, however, after receipt of a large
payment, Plaintiffs have unilaterally and wrongfully, with intent to irreparably harm M. Gnapp,
attempted to take complete control of the Joint Venture and exclude Gnapp from information and
revenues.
6. S. Gifford already had incorporated the Defendant Data Vista at the time
agreed to establish the Joint Venture as described above. M. Gnapp organized MJG
the parties grto o forward with the Joint Venture. The Joint Venture was not formally created or defined,
g
except that each side would share equally in profits and liabilities, but at all times relevant herein
the Joint Venture existed as a partnership under the New Jersey Partnership Act, evidenced by
the oral statements and actions of Gnapp and S. Gifford, and carried out with Data Vista and
MJG being the joint venturers, and Gnapp and S. Gifford being the individuals who brought their
respective contributions and/or expertise to the Joint Venture through their respective entities.
Thus, as of 1998 and thereafter, S. Gifford through Data Vista and Gnapp through MJG operated
as joint venturers.
55947(,2-1 - 16-
Gnapp and/or MJG began to solicit customers and secured significant
business arrangements for the Joint Venture. As S. Gifford was to service the business, Data
Vista was designated to be the "face" of the Joint Venture, and S. Gifford was authorized to and
did use the revenues of the Joint Venture to develop Data Vista to be able to service the business
of the Joint Venture, i.e., securing hard assets and employees from the revenues of the Joint
Venture, to service the business of the Joint Venture. Thus, Data Vista, which existed solely to
service the business of the Joint Venture, handled all servicing and office functions in its own
name, including without limitation invoicing, receivables, payables, and splitting the revenues
and expenses with Gnapp and/or MJG. All expenses of the Joint Venture were discussed and
agreed to by M. Gnapp and S. Gifford.
9. Since the Joint Venture began in 1998, M. Gnapp and S. Gifford have
always pooled the Joint Venture's finances, and all revenue and expenses were at all times
attributed to' both joint venturers equally, such that all profits of the Joint Venture were at all
times split evenly, with fifty percent to M. Gnapp to his company MJG, and fifty percent to S.
Gifford, by and through Data Vista, with no deduction for a salary for either joint venturer.
9. Plaintiff/counterclaim defendant M. Gifford, the wife of S. Gifford,
worked for defendant Data Vista, and her salary was charged to the Joint Venture as an expense,
with each of M. Gnapp and S. Gifford responsible for one half of her salary and costs. M.
Gifford was never identified to Gnapp and to customers as a shareholder of Data Vista, and did
not receive a share of the profits, or any responsibility for the expenses, of the Joint Venture.
10. As an employee of Data Vista, M. Gifford performed all the accounting
services for the Joint Venture. These included monthly written accountings of the revenues,
expenses and profits of the Joint Venture, which demonstrate irrefutably that while the revenues
5594762-I
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were billed by and flowed through Data Vista, the reality was that all the revenue, expenses, and
profits were and always have been split equally by the joint venturers S. Gifford and M. Gnapp
evenly.
11. Attached as Exhibit A is a true and accurate copy of the December 1999
expense report for the Joint Venture. The title itself, prepared by M. Gifford at S. Gifford's
behest, states at page 1, "DLCS/MJG Expense Adjustments as of 12/31/99[.]" See Exhibit A at
12. Page 2 of the document shows that for each particular account, MJG
shared fifty percent of the revenue. Id. at 2. Likewise, page 3 of the document demonstrates that
MJG shared in fifty percent of the expenses. Id. at 3. Indeed, it is clear that all expense items
were evenly split by the joint venturers, including but not limited to employee health benefits,
employee payroll, rent, equipment and waste removal. Id.
13. The first full year of business for the Joint Venture was 1999, and during
the month of December, revenues did not exceed expenses, such that MJG was actually charged
the sum of $86,248.29 as its one half share of the expenses of the Joint Venture for that particular
month (id. at 1).
14. By the middle of the year 2000, the Joint Venture's revenues started to
exceed expenses and the Joint Venture was generating a net profit. A true and accurate copy of
the Joint Venture's adjustment schedule through November 2000 is annexed hereto as Exhibit B.
This document illustrates that MJG and Data Vista were splitting the revenue, expenses and
profits of the Joint Venture evenly between themselves.
15. In April 2000, MJG and Data Vista evenly split profits of S 144,616.90,
with both MJG and Defendant Data Vista receiving $72,308.45 that month. Id. at 1. Further, by
s59a762-1
-18-
November 2000, the Joint Venture received nearly a quarter million dollars in profits for that one
month, and MJG and Defendant Data Vista each received $122,684.76 in profits that month. Id.
16. This trend continued through 2001, with gross revenues exceeding
$400,000.00 in October that year, with the net fifty percent split of profit paid to MJG and Data
Vista being approximately $200,000.00. A true and accurate copy of the Joint Venture's 2001
adjustment schedule is annexed as Exhibit C. This document shows that MJG was owed
$433,022.60 for the last quarter of the year 2001 by the Joint Venture. Id.
17. Thus, Data Vista, which held the funds of the Joint Venture, issued a
check dated December 20, 2001 to MJG in the amount of $433,022.60 as payment of the last
quarter 2001 Joint Venture profits due to MJG. A true and accurate copy of the check stub for
Data Vista's check number 5198 is annexed hereto as Exhibit D. This payment represents the
$195,701.82 due to MJG in October 2001, the $93,590.24 due to MJG in November 2001, and
the $143,730.53 due to MJG in December 2001. CpM are Exhibit C to Exhibit D (demonstrating
that the parties' agreement to split the gross profits fifty-fifty was followed).
18. Likewise, in October 2002, the parties split over $400,000.00 in gross
revenues that year. A true and accurate copy of the Joint Venture's 2002 adjustment schedule is
annexed as Exhibit E. And, as per the joint venturers' then well-established agreement, after
MJG and Data Vista split expenses that month fifty-fifty, Data Vista issued a check to MJG in
the amount of $160,706.13. A true and accurate copy of the check stub for Data Vista's check
number 5881,3 in the amount of $160,706.13 is annexed hereto as Exhibit F. This check
represents MJG's one-half split of the Joint Venture's profits in October 2001. Compare Exhibit
E to Exhibi F.
5594762-1
-19-
19. As set forth above, the joint venturers' agreed to split expenses fifty-fifty
as well. As an example, in July 2005, a ten page expense report, a true and accurate copy of
which is annexed as Exhibit G, showed certain of the expenses for the Joint Venture that month.
Everything from payroll expenses, (see id. at 1), to batteries for a camera purchased at The Home
Depot, as well as the resulting sales tax, were split fifty-fifty. Id. at 10 (showing that the joint
venturers evenly the split the costs of batteries at $1.42 each and the sales tax at 9 cents each).
20. The Joint Venture continued in this manner for years. In 2009 the Joint
Venture's largest customer, AT&T, agreed to a yearly contract with a one-time lump sum
payment to the Joint Venture. This AT&T contract eventually increased to $3.5 million per year.
This meant that the Joint Venture did not have to invoice AT&T on a monthly basis and that the
Joint Venture was guaranteed significant cash flow for year 2009.
21. This expanded contract with AT&T was facilitated by M. Gnapp, who has
personally maintained relationships with AT&T personnel since before the Joint Venture's
inception. 'Similarly, M. Gnapp maintained relationships with key personnel with all of the Joint
Venture's customers, dating back before the inception of the Joint Venture. These relationships
maintained' by MJG ensured continued contracts, fees and work in the pipeline for the parties'
Joint Venture, so long as the customers were properly serviced.
22. Despite the continued business of the Joint Venture and the incoming
revenues, and despite their agreement as to the operations of the Joint Venture and the course of
conduct of the joint venturers over many years of Joint Venture's operations, M. Gnapp began to
have difficulty receiving information and payments from S. Gifford and Data Vista.
23. Moreover, although the Joint Venture was extremely profitable, in 2009 S.
Gifford began to usurp control over the Joint Venture by insisting that service operations of Data
5593762-1
-20-
Vista be restricted, and seeking the elimination of normal, needed expenses. Morale rapidly
declined, and key employees started to leave, tensions grew, and the relationship between M.
Gnapp and S. Gifford became strained.
24. By the middle of 2010, the situation had become intolerable. As
evidenced by an email string by and between M. Gnapp and S. Gifford dated between May 5,
2010 and September 23, 2010, and attached hereto as Exhibit H, M. Gnapp had to plead with S.
Gifford for Data Vista's reimbursement of Joint Venture expenses and payments of money due
to M. Gnapp. Id. at 3-4. S. Gifford did not respond to M. Gnapp's May 5, 2010, email and on
September 7, 2010, (id. at 3), M. Gnapp again wrote to S. Gifford asking him to provide MJG
with the customary breakdown of revenue, expenses and profits for the Joint Venture, as had
been done for 13 years under their agreement. Id. M. Gnapp further told S. Gifford that he was
"getting to the bottom of the barrel" in terms of money, that he had not received a Joint Venture
payment for months, and that he wanted to discuss money. Id. Further, M. Gnapp explained the
up-coming sales trips that he had planned. Id.
25. S. Gifford responded saying that he was aware of M. Gnapp's then
planned sales trips and stating that, "I am currently evaluating and restructuring sales, marketing
and commissions." Id. at 4. Not knowing precisely what S. Gifford meant by this cryptic
message, M. Gnapp responded with the request of, "[w]hen can we go over financials[?]" Id. In
response to this request, S. Gifford responded that, "Restructuring sales, marketing and
commissions includes your future role and compensation." Id. Floored by the audacity of S.
Gifford's statements, M. Gnapp took time to reevaluate his desire to have MJG continue in the
Joint Venture with Data Vista.
5594762-1
-21 -
26, On September 21, 2010, Gnapp wrote to S. Gifford again demanding
financial information and payments of approximately $500,000.00 as MJG's split of profits of
the Joint Venture then in the possession of Gifford. Id. at 1-2. Furthermore, M. Gnapp wrote
that it was obvious that he and S. Gifford did not have the same business practices in mind and
that it would be best for MJG to move forward in a different direction. Id. at 1. However, M.
Gnapp made clear that he intended to support the joint ventures' existing business, under the
long-standing agreement to share revenue and expenses, with a fifty-fifty split of gross profits.
Id. at 1-2.
27. S. Gifford wrote back two days later on September 23, 2010, not denying
the parties' long-standing arrangement, and simply stating that he would respond next week. Id.
at 1.
28. M. Gnapp did not receive any response from S. Gifford or Data Vista for
over a week thereafter. When M. Gnapp attempted to contact Joint Venture personnel, he was
unable to get through. In fact, S. Gifford, who was acting individually and on behalf of the other
plaintiffs, had instructed employees not to deal with M. Gnapp. And, on or about October 6,
2010, when M. Gnapp attempted to access to his email account on the Joint Venture email
system - for which MGP paid one half of the costs - he learned that S. Gifford, who was acting
individually and on behalf of the other plaintiffs, had caused his email account to be shut down.
29. Upon information and belief, Data Vista, which was acting individually
and on behalf of the other plaintiffs, has informed the Joint Venture's customers and employees
that M. Gnapp and Data Vista are in the process of working out their differences and that any
issues amongst the parties will be soon resolved. These statements are knowingly incorrect and
5594762-1
-22-
misleading, and are designed to further harm MJG, and give the false impression and misleading
impression that Defendants will continue to be associated with Defendant Data Vista.
30. As a result of the foregoing, Plaintiffs have wrongfully and with the
intention to cause Defendants irreparable harm, frozen M. Gnapp and/or MJG out of the Joint
Venture operations and have assumed complete control while of the Joint Venture, representing
to customers that the Defendants will continue to remain with the Plaintiffs, and under their
control. 1n' addition the defendants have assumed complete power over the Joint Venture
moneys and assets and have wrongfully refused to account to Gnapp and/or MJG for revenues,
expenses and profits, and have wrongfully refused to distribute to Gnapp and/or MJG their share
of the profits of the Joint Venture, and upon information and belief used the Joint Ventures assets
to fund this litigation. This represents, inter alia, a clear and unambiguous breach of the parties'
Joint Venture.
FIRST COUNT
(Winding Up of the Joint Venture's Affairs Pursuant to the
Uniform Partnership Act, N.J. Stat. § 42:1A-1, et seq. (2010))
31. MJG and M. Gnapp repeat and reallege its allegations of Paragraphs 1
through 30 of their Counterclaim as if set forth verbatim herein.
32. Data Vista, acting individually and on behalf of the other Plaintiffs entered
into the Joint Venture, pursuant to which MJG and Data Vista agreed to split revenues, expenses
and gross profits evenly.
33. As set forth more fully above, Plaintiffs have unilaterally and without
justification breached the Joint Venture by, inter alia, failing and refusing to provide an
accounting to Gnapp and/or MJG of the Joint Venture's finances, failing and refusing to pay to
5594762-1
-23-
Gnapp and/or MJG monies due to it under the Joint Venture, precluding Gnapp and/or MJG
from, inter alia, gaining access to the joint venturers' computer system and all its files. Data
Vista has thus frozen Gnapp and/or MJG out of the operations of the Joint Venture.
34. By letter dated October 6, 2010, attached hereto as Exhibit I, plaintiffs
confirmed that the Joint Venture had been terminated as of that date or prior thereto. Gnapp and
plaintiffs have further stated their intention to cease their business dealing with each other,
effective an or before October 6, 2010. It is thus apparent that Gnapp and/or MJG and Plaintiffs
can no longer operate the Joint Venture and that to continue to operate the Joint Venture would
be a strain on not only Gnapp, but also the Joint Venture's clients.
35. Further, as aforesaid, Plaintiffs has enjoyed the benefits of its partnership
relations with Gnapp, but have failed to properly and/or willfully refused to account for the
assets, revenues, expenses and profits of the Joint Venture to Gnapp and/or MJG in violation of
the Joint Venture arrangement and the Uniform Partnership Act.
36. Plaintiffs, have willfully, with the intention to cause irreparable harm to
Defendants, converted contracts and contacts with the Joint Venture's customers that have and
likely will continue in additional benefits to Plaintiffs. But for Plaintiff's breach of the Joint
Venture, Ghapp and/or MJG is entitled, and would continue to be entitled, to a fifty percent share
of all said profits from any of Joint Venture's business.
37. By breaching the Joint Venture, Plaintiffs have and will continue to
preclude and prevent Gnapp and/or MJG from reviewing the Joint Venture's financial records to
determine the fifty percent split of profits due to Gnapp.
5594762-1
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38. Plaintiffs have acted, individually and jointly, willfully and, without
justification, with the intent to cause irreparable harm to Gnapp and/or MJG, by precluding and
preventing, Gnapp and/or MJG from enjoying the fruits of the Joint Venture.
39. As a result of Plaintiffs actions, Gnapp and/or MJG have no way to know
what the Joint Venture's activities, revenues, expenses, and gross profits are for any relevant
time period during the year 2010. It is therefore impossible for Gnapp and/or MJG to quantify
its current and future damages without knowing the Joint Venture's revenues, expense, and gross
profits in 2010.
40. As a result, Gnapp and/or MJG has been and will continue to be severally
and irreparably harmed and damaged.
WHEREFORE, MJG and Gnapp demand that judgment be entered against Data
Vista, S. Gifford and M. Gifford, jointly and severally, as follows:
A. For an Order declaring that the Joint Venture was formed, such that Gnapp
and/or MJG and Plaintiffs agreed to split revenues, expenses and gross profits evenly;
B. For an Order declaring that Plaintiffs has breached and/or terminated the
Joint Venture on or before October 6, 2010;
C. For an Order declaring that the economic purposes of the Joint Venture
have been unreasonably frustrated by Plaintiffs breach of the Joint Venture as per N.J. Stat. §
42:1 A-39(e)(1);
D. For an Order declaring that Plaintiffs conduct relating to the Joint
Venture makes it not reasonably practicable for Gnapp and/or MJG to carry on the Joint Venture
with Plaintiffs pursuant to N.J. Stat. § 42:1A-39(e)(2);
5594702-1
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E. For an Order declaring that it is not otherwise reasonably practicable to
carry on the Joint Venture business as originally contemplated by joint venturers pursuant to N.J.
Stat. § 42:A-39(e)(3);
F. For an Order compelling that the Joint Venture be immediately dissolved,
that its aff4irs be wound up, and that the Joint Venture's remaining profits and assets from its on-
going operations be held in trust pending final resolution of this matter pursuant to N.J. Stat. §§
42:1 A-25, 42:1 A-39, and 42:1 A-45;
G. For an Order compelling an accounting of the Joint Venture's accounts
and assets pursuant to N.J. Stat. § 42:1 A-25;
H. For an Order enjoining Data Vista, S. Gifford and M. Gifford from
engaging in actions causing injury to the Joint Venture pursuant to N.J. Stat. § 42:1A-24(b)(3);
For an Order holding Data Vista, S. Gifford and M. Gifford liable for any
damages that either or all of them caused to the Joint Venture;
J. For an Order appointing a receiver to take control of Joint Venture's
operations during the winding up period to counteract Data Vista's continued and further
oppression of Gnapp;
K. An interim Order that the business and all of the assets and money of the
Joint Venture be immediately placed in a constructive trust pending the resolution of this action;
L. An Order that S. Gifford and M. Gifford immediately return all monies
and other things of value taken from the Joint Venture that are in excess of the money received
by Defendants from the Joint Venture.
5594762-1
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M. An Order prohibiting Plaintiff's from using any of the assets and property
of the Joint Venture to fund this litigation and to compel Plaintiffs to return all such money to the
Joint Venture and to be held in a constructive trust during the pendency of this litigation.
N. A declaration that defendants are free to contact any past, present or
potential customer of the Joint Venture and otherwise compete for any business opportunities.
0. For compensatory damages in an amount to be determined at trial, as
appropriate;
P. For attorney's fees and costs of suit; and
Q. or such other and further relief as the Court may deem just and proper.
SECOND COUNT
(Unjust Enrichment)
41. MJG and M. Gnapp repeat and reallege their allegations of Paragraphs 1
through 40 of their Counterclaim as if set forth verbatim herein.
42. As set forth more fully herein above, Plaintiffs have unjustly procured
great benelfit from M. Gnapp and MJG without proper compensation.
43. As a result, Plaintiffs has been unjustly enriched to the detriment of Gnapp
and MJG,'and Gnapp and MJG have been damaged.
WHEREFORE, Gnapp and MJG demand that judgment be entered against Data
Vista, S. Gifford and M. Gifford, jointly and severally, as follows:
A. For compensatory damages in an amount to be determined at trial as
appropriate;
B. For attorney's fees and costs of suit;
5S9a7n2-I
- 27 -
C. For interest; and
D. For such other and further relief as the Court may deem just and proper.
THIRD COUNT
(Declaratory Judgment)
44. MJG and M. Gnapp repeat and reallege their allegations of Paragraphs 1
through 43 of their Counterclaim as if set forth verbatim herein.
45. As aforesaid, Plaintiffs have improperly frozen Gnapp and/or MJG out of
the Joint Venture and has otherwise breached the Joint Venture.
46. Plaintiffs, by and through their wrongful actions, emails and counsel, has
informed MJG that it is in breach of the Joint Venture.
47. S. Gifford and Data Vista, both acting individually, jointly and on behalf
of M. Gifford, have asserted that while they are entitled to continue to solicit new and continuing
business with the customers of the Joint Venture after the termination date, M. Gnapp and MJG
are not so entitled to solicit the customers of the Joint Venture.
WHEREFORE, MJG and Gnapp demand that judgment be entered against Data
Vista, S. Gifford and M. Gifford, jointly and severally, as follows:
A. For judgment declaring that Gnapp and/or MJG are not in breach of the
Joint Venture or any duties that it may have owed to S. Gifford and/or Data Vista, if any;
B. For judgment declaring that Plaintiffs are in breach of the Joint Venture
and any other duties that they may have owed to M. Gnapp and/or MJG;
C. For compensatory damages in an amount to be determined at trial as
appropriate;,
5594762-1
- 28 -
D. For attorney's fees and costs of suit; and
E. For such other and further relief as the Court may deem just and proper.
FOURTH COUNT
(Fiduciary Duty)
50. MJG and M. Gnapp repeat and reallege their allegations of Paragraph 1
through 49 of their Counterclaim as if set forth verbatim herein.
51. MJG and Data Vista formed a joint venture in or about 1998 to market and
service the IT network maintenance and support industry, and have continuously operated such
Gifford and M. Gifford, unilaterally terminated the Joint Venture and usurped the Joint Venture
business and property, all to the detriment of and irreparable harm to Gnapp and/or MJG.
joint venture until October 2010, at which time Data Vista, under the control and direction of S.
52. Data Vista, under the control and direction of S. Gifford and M. Maria,
refused to provide Gnapp and/or MJG with an accounting and have purposely failed to pay
GnapP and/or MJG monies due from the Joint Venture, which amount are in excess of $500,000.
53. Data Vista and/or S. Gifford were in a fiduciary relationship to Gnapp
and/or MJG as a joint venturer, which is a partnership under New Jersey law, and are in
possession and control of the books and records and property of the Joint Venture.
54. Data Vista, under the control and direction of S. Gifford and M. Gifford,
have purposely, and with wrongful intent, breached their fiduciary duties owed to Gnapp and/or
MJG by, but not limited to, usurping the business of the Joint Venture, preventing Gnapp and/or
MJG access to information about the Joint Venture and its business activities, instituting the
present lawsuit against Gnapp and/or MJG, refusing to account to Gnapp and/or MJG the
5594762-1
-29-
business affairs of the Joint Venture, and preventing of payment of monies due Gnapp and/or
MJG from the Joint Venture.
55. The acts of Data Vista, under the control and direction of S. Gifford and
M. Gifford, were done with malice and with the intent to irreparably harm Gnapp and/or MJG.
56. Gnapp and/or MJG have been severely damaged, including by not limited
to the ability to participate and profit from the Joint Venture activities.
WHEREFORE, MJG and Gnapp demand that judgment be entered against Data
Vista, as follows:
A. For compensatory damages in an amount to be determined at trial as
appropriate;
B. For attorney's fees and costs of suit;
C. For interest;
D. Punitive damages; and
E. For such other and further relief as the Court may deem just and proper.
FIFTH COUNT
(Debt Owed)(Alternative Claim)
57. MJG and M. Gnapp repeat and reallege their allegations of Paragraph 1
through 56 of their Counterclaim as if set forth verbatim herein.
58. In the event there is a finding that there was no Joint Venture, but without
waiving the claim that the Joint Venture was formed, then M. Gnapp and/or MJG alleges as an
alterative pleading that S. Gifford and/or Data Vista owe Gnapp and/or MJG for services
performed.
5594762-1
-30-
59. MJG and M. Gnapp provided services on behalf of Data Vista, including
the sales and service of IT computer network maintenance to customers including but not limited
to AT&T, and Data Vista has agreed to compensate Gnapp and/or MJG for such services in the
amount of one half the net profits on such business.
60. Data Vista has received payment from customers for which Gnapp
and/or MJG are owed money by Data Vista.
61. Data Vista has refused to account for the monies received from
customers and further refused to pay money due to Gnapp and/or MJG for such accounts.
62. Gnapp and/or MJG have been damaged in an amount of not less
than $500,000 by the refusal of Data Vista, and the breach of the agreement described
hereinabove.
WHEREFORE, MJG and Gnapp demand that judgment be entered against Data
Vista, as follows:
A. For compensatory damages in an amount to be determined at trial as
appropriate;
B. For attorney's fees and costs of suit;
C. For interest; and
D. For such other and further relief as the Court may deem just and proper.
5594762-1
-31 -
LECLAIRRYAN
A Virginia professional corporation
Dated: September 19, 2011 By:
Aav. Phill
William A. Despo
Attorneys for Defendants/counterclaim plaintiffs
MJG Consulting, Inc. and Michael J. Gnapp
DESIGNATION OF TRIAL COUNSEL
Pursuant to R. 4:25-4, William A. Despo, Esq. and David W. Phillips, Esq. are
hereby designated as trial counsel for MJG Consulting, Inc. and Michael J. Gnapp in this matter.
Dated: September 19, 2011
LECLAIRRYAN
Attorneys for Defendants
MJG Consulting, Inc. and Michael J. Gnapp
By:
David W. Phillips
5594762-1
- 32 -
E xhibit A
DLCS / NUG
Expense Adjustments
as of 12/31/99
December 1999 - --- --
DLCS Owes N1,JG
Revenue
December 1999 $26,522.97
Total December Revenue? $26,522.97
Expenses
- December 1994 $112,824.32
Total December Expenses$112,824.32
Pitney Bowes Relmbusement
$53.06
Total Due N1JG ($86,243.29)
4
DLCS / ,ti1JG Expense Adjustments December 31, 1999 Page aRe t
DLCS OWES NIJG REVENUE - December 1999 -
Total Paid MJG Portion MJG Share
AT&T:PO31488
Invoice No.: =3685
i
$8,000.00
50°10
$4,000.001
AT&T:PO3,6335
Invoice No.: 4687 (Last Invoice for PO) $29,000.00 50% $14,500.001
Credit Suisse Management (BEA)
Invoice No.: 4681
I $1,200.00. 5017o $600.00!
DecisionOnO:Bridge
Invoice No.: 4658 $5,000.00. 5001c $2,500.(}0
Decis io nOne: Converso n t
Invoice No.: 4661 $2,080.93 5001o $1,040.461
IRS - Philadelphia i
Invoice No.: 3827 $140.00 j(pb
$70.00,
t
PFG, Inc.
Invoice No.:
? I
i
N 4673 $2,325.00 50% $1,162.50
nvo
ce
o.:
Invoice No
: =1674
4675 $2,40.()0 S()lyc
l,ZW.UO
.
Invoice No.:
-{fs80 _
X200.00
.
0 $1??I
Invoice No
:
4703
$2,500.00.
5(W!o $1,250.00 !
+
. $200.00. 5001o $100.00
Total Revenue - December 1999 $53,045.93 5017o
l MJG OWES DLCS EXPENSES - December 1999°
i December 1 - 31, 1999
McInerney and Canigula (LLC rota)
' $152.12 50%
j
$76
06
Employee Payroll (12/3/99) $3,180.34 5001o .
$1
590
17
Employee Expenses $207.07 50°Io ,
.
$103
53
ATC (book - final pymt) $75.00 5001o .
$37
50
Employee Health Benefits $202.21 500!0 .
$101
11
Ansercom
i
Sk 1nfoTec $97.60 50Yo .
$48.80
Employee Pager $1,000.0
$34
02 5017o
0
$00.00
Waste Management
E .
$79.30 50
10
50010 $17.01
$39.651
x-Cel Solutions
PA Dept. of revenue $772.50 50010 $386.25
Lodging (CA/ATL Trip) $500.00
$1
556
97 5000
50% $250 0''
Airfare (CA/ATL Trip) ,
.
$2,874.75 ;
5017o $778.49
437
$1
38
Car Rental (CA/ATL Trip) $324.82,
5Wo
,
.
1
$162
41
FedEx
Employment old $174.91
$95
0 50°lo .
$87.45
Ex-Cel Solutions .
$750.0 50%
-WO x$8745
$375:001
Philadelphia News (Ad)
' -
$46.50 5001o 25
$23$23
25
Sam
s Club (office supplies) $54.49 5001o .
$27
251
j Trine Technology
Employee Bonus $300.00 5001o .
$150.001
? Capital Computers
1 $2,500.0,
$7,812.00 50%0
50%
$1'250'0
$3
906
0
1
New Creative Systems, Inc.
On The Move $165,699.0 50% ,
.
i
$82,849.50
Tom Fisher $325.00: 5001o
$162.50
Employee Payroll (12/17/99)
$4,00.0
$2
818
62
5Wo
500/ 1
$2,00.0
i Bell Atlantic - Burrs Road
i
1SSI ,
.
57.70,
$2 0
5001o $1,-109.311
$128.85
j On The Move $5,715.0 50% $2,857.501
PSE&G $75.00 5001o $37.50 j
Stevens Real Estate (Jan Rent) $333.70
$2
768
00; 5wo
7 $166.85
(Thomas Beith ,
, 50
10 $1,384.001
1 Optimns Solutions $450.0 10010 $225.01
Employee Payroll (12/31/99) $2,780.00
$17
637
03 50% $1,390.0!
i Total Ecpense? December 1999 ,
.
$225,648.65 50%
-We .$,8,818.51
$112,824.32
Exhibit B
" 7:77
1
1
J
z
•.J
J
fyf
Y
DLCS / NIJG Adjustment Schedule
Year 2000
MJG DLCS
Revenue Expenses Owes DLCS Owes NiJG
t January-00 $146,906.59 $ 30,932.63 $ 86,248.29
Feb-00 $135,712.82 $ 52,812.31
March-00 $62,181.07 $ 36,379.96 $ 10,679.75
Apr-00 $93,704.75 $ 21,396.30
May-00 $122,022.30 $ 22,825.75 $ 6,900.99
Jun-00 $215,698.47 $ 99,353.89
Jul-00 $104,386.32 $ 30,717.61
August-00 $82300.32 $ 26,061.42
Sep-00 $80,227.36 $ 29,9944.23
October-00 $34,043.46 $ 26,889.67 $ 20,000.00
Novenhber-00 $145,646.71 $ 22,961.95
Decenber-00 Information for December not available at this time
/0, 0 00.-,t/
Due MUG Balance
$ 29,725.67 $0.00
$ 82,900.51 $0.00
$ 36,480.86 $0.00
$ 72,308.45 $0.00
$ 106.097.54 $0.00
$ 116,34458 $0.00
$ 73,668.71 $0.00
$ 56,238.90 $56,238.90
$ 50,233.13 $106,472.03
$ (12,846.21) $93,625.82
$ 122,684.76 $216,310.58
DLCS OWES MUG REVENUE - August 2000
Total Paid 1WG Portion N1JG Share
AT&T:P061891
Invoice o..: 4872
'
' $ 83,583.84 50% $ 41
791.92
A
1
&TW 62850 ,
Invoice No.: 4573 $ 13,421.08 50% $ 6
710.54
C;oml)isclo ,
Invoice No.: 4867/4ri74
u $ 7,400.00 50% $ 3
700.00
Credit S
isse Management ,
Invoice No.: 4855 $ 1,200.00 50% $ 600
00
DecisionOne:Brici ge .
Invoice N LO.: 4876/4877 $ 10,000.00 50% $ 5
000.00
Dec is ionpne: Conversant ,
Invoice No.: 4857
DecisionOne:NCR $ 1,976.89 50% $ 988.45
Invoice No.: 4858 $ 8,680.82 50% $4
340
41
DecisionOne:SGI ,
.
Invoice No.: 4880 $ 588.01 50% $294
01
Fast Air Cargo .
Invoice No.: 4833 $ 1,500,00 50% $750
00
Guarantee Life Ins. Company .
Invoice No.: 4883 $ 2,760.00 5001o $1
380
00
IRS ,
.
Invoice No.: 4861 $ 140.00 50% $70
00
QV Tradi ig Systems, Inc. .
Invoice No.: 4863/4884 $ 1,500.00 50% $750
00
Techdrive, Inc. .
Invoice No.: 4868
The Infinite Computer Group, Inc. $ 31,000.00 50% $15,500.00
Invoice No.: 4885 $ 850.00 50% $425
00
Total Revenue - August 2000 $ 164,600.64 50% .
$82,300.32
G OWES DLCS EXPENSES - A u ust zuuu
- Au ast 1 - 31, 2000 0 1,040.74
'ayr-- o?-(-(ay eno 13.03
AT& ong istalnce o 869.13
ap al Computers
- '2 o 133.00
nsurance - or ers omp
-N-A o 125.00
x- e o utions
cle Data ystems_
n
P _
180.00
na
i
I 0 65.97
itney owes 1 0 500.00
_
'gym is er , 125 .00
x- eT o utions 0 12.25
ummit an ( i ee
86
o .
_
ur tngton ount Imes 4 1 0 239.71
Falcon Cupp y _
--
- 0 34.06
_
,
?kyteT
~ -_ _ •
X91. 0 5.72
ste Management
i aV
' 1 0 650.00
'
are oot xpress , 50 0 1,250.00
Ho_ n on ata om 0 1,601.34
PaYro a d 11
_ Y en
summit ?anTc ( alst it C?ieck?----
--? -
_ ro 2.50
rnencan Express:
----- - e x
?$ 4 --
0 191.37
rtney owes o 265.24
50
32
erence ee .
fro 864.70
ew r eans
- - ----`- 0 247.50
enver
Anse om rt 1 0 59.28
xecu ves
may rea
--- 0 3,000.00
_
_
Exano Retwork- $T ?0 62.45 _
P tney_8_owes 50.85
20
173
-P S E& (j
.
.
0
olar ystems $200.00 0 100.00
00
° x
un a ey ec n?ca epair
Tom Fiiher 1, RW.W •
0 500.00
1 C,
l.,
erence Gray
--- -- -
-- M
16
11,20 500.00 ---
00
- °0
50
olar Systems
romputer ata ource
-- .
-
0 375.00
?ap?-- taomput rs -?-----
$?3?
3 Sb?o ? 166.70
.7
Capita omput rs
Summit lank-( sa1iG1C 1e?-
_ 00
0 5
3
3 55 -
Yayr?orl (Fay P cad 8/257Ut?j 0
1
674 674.91
Emp oyee Erese gort
At&'l?(Keunbus ment-seereuer
$1U,680.5 _ o _
1
-----
61 507o_ X5,340.28
-- -'1 ofairk tpenses ?u us??Uij Q $?Z,I'3'r8 4 St3? 26 061. ?2
DLCS OWES MJG REVENUE - September 2000
Total Paid MJG Portion MJG Share
AT&T:P061891
Invoice No.: 4893
A•1'&T:0062850 $ 83,583.84 50% $ 41,791.92
Invoice No.: 4894
A'1 &I' MMOC: $ 13,421.08 50% S 6,710.54
Invoice No.: 4888
AT&T MMUC $ 9,179.95 50% $ 4,589.98
Invoice No.: 4865
ComUisgo $ 675.00 50% $ 337.50
Invoice No.: 4895/4896
Credit Suisse Management $7,400 U0 50%
$ 3,700.00
Invoice No.: 4817
Credit Suisse Management $ 1,200.00 50% $ 600.00
Invoice No.: 4821
Decisionone:Bridge $ 1,200.00 50%
$ 604.00
Invoice No.: 4890/4898
DecisionOne: Conversan t $ 10,000.00 50% $ 5,000.00
Invoice No.: 4878
DecisionOne:NCR $ 1,976.89 50% $ 988.45
Invoice No.: 4879
DecisionOne:SGI $ 8,290.94 50%
$4,145.47
Invoice No.: 4901
DecisionOne $ 588.01 50%
$294.01
Invoice No.: 4846
EDS $ 2,500.00 50%
$1,250.00
Invoice No.: 4892
IRS $ 5,000.00 50%
$2,500.00
Invoice No.: 4910
NCR $ 3,54000 50%
$1,770.00
Invoice No,: 4886
QV Trading Systems
Inc. $ 7,500.00 50%
$3,750.00
,
Invoice No,: 4904
The Inrmite Computer Group, Inc. $ 750.00 50%
$37.00
Invoice No: 4905/4928
Reimbusement for EZ Parts $
$ 1,700.00 50%
$874.00
Total Revenue - Septemer 2000 $ 1,949.00
160
454
71 $974.x0
,
. 50% $80,227.36
iNtJ OWES DLC S EXPENSES - September 2000
_
- September 1 - 30, 2000
-
F{enry B
ryan 0 $1,000.00
Robert .,rngen 0 500,00
yte -
5W. rZ
0
34.06
Hart Agency ra ? rty Ins. o 1724.50
A l'& I ong Di stance 0 509.90
a?ste i? anage ent
$91 N'
0
5.62
omputer Data ource 0 $1,2 0p,0
Employee Payr ?if (9/81w) $2,h73.79 o 1436.64
Bay Area xec tives $7, UU o $3,750.00
x-C-eT-So-utro
-. --
- s o 125.00
PSE&G 0 169.63
Stevens ea tate - en o 1,384.00
omput& ata - Source o 375.00
,-)late of NJ o axes o 187 .50
PA Pe
, e (PACorp. axes szzTou o I 13.50
,
Suan
iiiencan ErpF? rs fee)
ss: _ o
0 11.44
0.00 --
FedEx Charges 914.68 0 457.34
itne Bowes / Posta e o 115.24
__ Office Supplies o 100.79
AnserCorn 110.59 0 55
30
-5Tc_on- SuPP yy o .
.32
ax Central urap?ics? .44 o $442
22
Cucent_ e`-c n res o .
31.80
Job Parts:
- -
------Ko r ystems
-- ` -- --flonaon a om 1,550.00 0
0
--
775.00
125.00
_ Concorde roup o 375.00
EZ S stems $964.32 _I 1 o .16
_-? Sun ey ec me eparr , 0 3.360.00
-
Capita Computers,
"l erence ray 0
0
0 831.00
556.23
500 00
orn is her
nne,l ey Finolo 'LX)
-W
1, uu 50 0
N) 500
.00
150.00 - -
Fenzon - -
Irm To ee ay-t
6
-
I 6. EE0
1 413.22
ong
?ance
D
Sevens T?eaC Es e - OICXTE?ent
Capi taT-Compril r$ -
1 oral Irzpe ses Seen-6e? 2(I00
-
--?5?1,98$:d o
o $
SU°To-- 3 324.36 _
I 485.50
3 454.60
19,994.23
DLCS OWES MJG REVENUE - October 2000
Total Paid MJG Portion MJG Share
Alcatel USA Sourcing, L.P.
Invoice o.: 4933
A'1'&T:F 62850 $ 14,300.00 50% $ 7,150.00
Invoice No.: 4918
comvisco $ 13,421.08 50% $ 6,710.54
Invoice No.: 4919/4920
Decisionone $7,400.00 50% $ 3,700.00
Invoice No.: 4889
Vecision0ne $ 3,200.00 50% $ 1,600.00
Invoice No.: 4891
Decision One: Bridge $ 2,520.00 50% $ 1,260.00
Invoice No.: 4907
DecisionOne:Conversant $ 5,000.00 50% $ 2,500.00
Invoice No.: 4899
DecisionOne:NCR $ 1,976.89 50% $ 988.45
Invoice No.: 4900
DecisionOne:SGI $ 8,290.94 50% $4,145.47
Invoice No.: 4923
EDS $ 588.01 50% $294.01
Invoice No.: 4924
ExciteQI-)dome $ 5,000.00 50%v $2,500.00
Invoice No.: 4842/4850/4909
Fast Air Cargo $ 4,000.00 50% $2,000.00
Invoice No.: 48W
IRS $ 1,500.00 50% $750.00
Invoice No,.: 4906
QV Trading Systems, Inc. $ 140.00 50% $70.00
Invoice No.: 4927
Total Revenue - October 2000 $
$ 750.00
68 50% $375.00
,086.92 50% $34,043.46
_ MNIUG OWE DLC S EXPENSE - October 2000
October 1.31 2000
Employee a roll 0 1466.60
mp oyee x ense Report 0 9.36
Computer a
' a ource o 375.00
Furchase ow er postage 0 107.50
o ertInge
Sun a o
C
_R 0 500.00
ey n
a air o 75.00
Waste a 11
un a e air 50 00
x- e o
C-6pater A WMM I
mp oyee 1 225 00
19 5
Summit st
ec 6
250
arm am
-
- m o
00
Me
partme
P
Pst&U A
to axatlon .
o 50
l,ef- --- ---- ---- --
Sk ° 151.42
y
?mencan Express:- 0 0 34.06 _
0 0.00
_ e x ° 244.27
itney owes o 120.24
ice upp ies o 202.60
o a s
nse om 0 2980,25
eY nzon - g 0 53.80
-
o
puler at ource o 102.70
Y
Ba Area i?xec t i v e s 0 1 250 00
-
un Valley 3 nica epalr 0 3750.00
-
ymp ex oun r Service ° 2 487 50
mp oyee ay -$ o 82-50
ummit bank ( C1 0 1,666.51
_
I om Fisher
1'_O -M is er
rea>?x
(`erence ray
Up?imus o uti
nne ecfnofc
Epic Solutions
I?mp oyee x6
Blue 0-Cean S-ojj
SympPfex ouneI
orl-Jl)ata -- --,
-F{iTfSystema
Epic Y63Fit ons
T.•ix Uent?af lyrint
Sun Vaff_ey Tecfi
5ymplex (,oune
5ympfex C'ounf_e
Total EXI
s
ware --
r ervice
i n g -_;
aica eFT-parr ----
-Service --------'
Service --
penses isctofier ?Olfil
A? 49.9d
° $665.00 -- -
?. .oo
T2T.Z 50 0 -+ l ,357.50 -
63.60 --
2 _5ovro 1 ! 2.50 --
650 3T_ 50°O, ?j- ---*- ---
>l° - ?:242 77?34 % 36.889.67
DLCS OWES MJG REVENUE - November 2000
Total Paid MJG Portion
AT&T:PO113953
Invoice No.: 4932 $ 1,850.00 50%
A"1'&T:P0106800
Invoice No.: 4937/4Sf39
'
' $ 1,325.00 50%
A
1
'&'1': PO61891
Invoice No.: 491714940 $170,167.68 50%v
C;oml)isco
Invoice No.: 494214943 $7,400.UU 50%
C redit Suisse Management
Invoice No.: 4275/4944 $
DecisionOne
Invoice No.: 4871 $
DecisionOne:Bridge
Invoice No.: 4936/4945 $
DecisionOne: Conversant
Invoice No.: 4912 $
DecisionOne:NCR
Invoice No.: 4911/4947 $
DecisionOne:SGI
Invoice No.: 4948 $
EDS
Invoice No,.: 4949/4985 $
Government Micro Resouces, Inc.
Invoice No',: 4934 $
Jefferson Not Financial
Invoice No.: 4951 $
NCR
Invoice No.: 4935 $
QV Trading Systems, Inc.
Invoice No.: 4952 $
Total Revenue - November 2000 $
2,400.00
2,250.00
10,000.00
1,015.66
14,403.72
588.01
65,000.00
3,883.34
2,760.00
7,500.00
750.00
291,293.41
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
MJG Share
$ 925.00
$ 662.50
$ 85,083.84
$ 3,700.00
$ I,200.00
$ 1,125.00
$ 5,000.00
$ 507.83
$7,201.86
$294.01
$32,500.00
$1,941.67
$1,380.00
$3,750.00
$375.00
$145,646-71
M_ JG OWES DLCS EXPENSES - November 2000
November 1- 30, 2000
Employee Payroll
Stevens tevens (I I/UV ent 0
0 1 533.72
1384.00
even amngton 0 75.00
oncor c coup o 650.00
FeaEX - $5.35 o 2.68
e x--- ------
1-7.94
0 --
8.97 --
eo asper o 20.00
itney owes 5 1:3 0 65.97
Robert ingen o 0 500.00
J-cTeT--- 0 34.06
erence ray o 522.88
Venzon --930(Y 0 38.78
Employee-ErpTnse Keporf-- 0
--- 35.00
1-e x MT 9.67
erence rays 0 37.50
(Eastern Computers -
pss:
- mencan r
-
- 5 W. 0
io 250.00
0.00
_
---1- Fe
dEx $1,364.49 50'0 682.25
" -Pitney owes io 165.24
Utt ice x ense
$806.(X
. o
}03.00
-- -
- - LMlic gwpment 0 756.84
Epic Solutions 87.50
aste ana°e ens
a 0
$
46
.11
Symp ex ouner Service 0 31.00
l.?e McKee_._-- ? 50.74
ur tngFon Nni'l"ers 0 32.20
Computer llata, ource 0 1 250.00
Ansercom 0 53.40
PS $382-60 0 191.30
Verizori - 931U--- - 0 113.01
Sam s (.`l u67 0 248.78
Ex-CeFSoTutio6s---
0 _
125.00
Sun Valley eq nica Repair
--
- o 825.00
Vi n zo n--- - --- $ TT2. 0 56.27
Stevens Stevens (CAM c arges _-M 0
---
-
- 101.50
' n ' ec no 0 3U90 , $ l50.00
- Computer ata source 0 375.00
I om FtshieF--- -- -
-5F,00T
o
$ _ _
500 00
Exano
Em-To ee l'ayr I( (TTTTT/IIOj----.--
P y $374.7
---$T, ? 7T 0 !
50°70- • 187.35
x, -477 ._--.--._---
.36
_
Stevens & tev ns ?T2T00 Rent) --$7,7 To 1 $ 1,384.00
p ez Couner service
Venzon - - ------ 6?IIU
-IBg. ?Io -
5017o 31.00
$94.76 -----
--
?L3TSecunt
AT&T Lon Instance -- ----. _ -. -
CapitaT-Computer in ---
$549.V3 0 183.70
zr- } __-
50
50%, ?3L454 00
__ ,
Epic Sol utions $_T ,50U. SUolo 3750.00
0ptimus Solutions
$Z2?0U _
o 112.50
Sun Valley `fec nicarxepair
Henry Bryant
-$ZtX3 _
$1300.00?
500.00
°JO 1T
^- -
- --"Total Es enses lNTovemb-er Z
-•15;8231 -
- --322 961.61.95
95 --
To
x hibit C
January-01
Feb-01
Match-01
Apr-01
May-01
Jun-01
Jul-01
A ugOst-01
Sep-O1
October-01
November-Ol
DecemWr-01
50%
Revenue
$37,204.35
$137,504.47
5 59,040.75
$192,214.53
$169,672.45
$96,642.37
583,319.44
$68,333.98
$58,241.50
$228,637.55
5121,502.52
5176,713.87
DLCS / bIJG Adjustment Schedule
Year 2001
50% NIJG DLCS
Expenses Owes DLCS Owes MJG
$23,517.84
$22,170.66
$ 34,132.38
$ 39,294.58
S 27,189.95
$ 34,212.88
S 36,103.30
5 22,290.95
$ 25,897.67
5 37,724.22
S 27,912.28
$ 32,983.34
2,800.00
Due MJG
13,686.51
115,333.81
24,908.37
152,919.95
142,482.50
$62,429..19
$44,416.14
46,043.03
42,343.83
195,701.83
93,590.24
143,730.53
S
S
$
$
$ 10,000.00 S
$ 4,788.50 S
S
S
Running
Balance
$13,686.51
$129,020.32
$153,928.69
$306,848.64
$449,331.14
$511,760.63
$556,176.77
$602,219.80
S644,563.63
$840,265.46
$933,855.70
$1,077,586.23
Exhibit D
DATA LINK COMPUTER SERVICE, INC.
MIG, Inc.
Date Type Reference
11/08/2001 Bill October 2001
12/06/2001 Bill November 2001
12/27/2001 Bill December 01
12/20/2001
Original Amt. Balance Due Discount
195, 701.83 195, 701.83
93,590.24 93,590.24
143, 730.53 143,730-53
Check Amount
5198
Payment
195,701.83
93,590.24
143,730.53
433,022.60
DLCS
433,022.60
Exhibit E
50% 50%
Revenue Expenses
January-02 $90,290.27 531,129.85
Feb-02 S 124.275.07 $42,211.51
March-02 S 182,273.92 $26,135.61
Apr-02 S 67,811.90 $24,596.91
,Nlay-02 S 202,202.01 $80,323.19
Jun-02 S 59,566.90 530,299.67
J01-02 S 133,076.74 $61,562.70
August-02 S 143,471.73 $32,840.48
Sep-02 , S 159,030.38 532,219.49
October-02 S 216,831.23 $59,219.60
Year 1002
NUG DLCS Due,**iJG Running
Owes DLCS Owes NlJG Balance
S 59,160.42 $59.160.42
S 82,063.56 S 141, 223.98
S 156,138.31 5297.362.29
S 43,214.99 5340,577.28
S 2.367.00 S 124,245,82 $464,823.10
S 25,000.00 S 492.50 $ 4,759.73 $469,582.83
S 71,514.04 $541,096.87
S 103.50 S 110,734.75 5651,831.62
S 126,810.89 5778,642.51
S 3.094.50 S 160,706.13 $939.348.63
E xhibit F
DATA UNK COMPUTER SERVICE, INC.
MJG, Inc.
Date Type Reference
11/11/2002 Bill October 2002
11/13/2002
Original Amt. Balance Due Discount
160, 706.13 160, 706.13
Check Amount
`-,5883
Payment
160,706.13
160,706.13
DLCS
160,706.13
Exhibit G
9:54 AM Data Link Computer Service, Inc.
T7/27/05 Check Detail
July 1 - 27, 2005
Name Memo Paid Amount 50%
Gifford, Maria E.
6560 • Payroll Expenses -4,166.66 -2,083.33
6560 - Payroll Expenses -258.33 -129.17
6560 • Payroll Expenses -60.42 -30.21
American Express-Corp. Card July 05 - 6192
FedEx Charges -2,006.67 -1,003.34
FedEx Credit 99.01 49.51
Internet Provider Fees -214.14 -107.07
Entertainmcnt/Client Meals -31.19 -15.60
Pitney Bowes / Postage -56.09 -28.05
Office Expense -502.35 -251.18
Office Expense -535.65 -267.83
Job Expense -1,062.50 -531.25
Sales & Use Tax Sales Tax Return - Ended 06/30/05
-590.30 -295.15
State of New Jersey
Year End 12/2004 - 223429-598/00( -251.18 -125.59
PayPal PayPal Acct.
PPI022 -1.03 -0.52
Candelmo, Robert
6560 - Payroll Expenses -1,846.00 -923.00
6560 - Payroll Expenses -114.45 -57.23
6560 - Payroll Expenses -26.77 -13.39
6560 • Payroll Expenses -1.85 -0.93
6560 - Payroll Expenses -38.77 -19.39
DerGarabediatl, Harry H.
6560 • Payroll Expenses -2,307.69 -1,153.85
2100 - Payroll Liabilities 185.23 92.62
6560 - Payroll Expenses -143.08 -71.54
6560 Payroll Expenses -33.46 -16.73
6560 Payroll Expenses -0.66 -0.33
6560 • Payroll Expenses -13.78 -6.89
Fisher, Thomas J.
6560 • Payroll Expenses -2,49998 -1,249.99
6560 Payroll Expenses -187.52 -93.76
6560 Payroll Expenses -166.63 -83.32
6560 Payroll Expenses -38.97 -19.49
Gnapp Jr., John
Page 1 of 10
9:54 AM Data Link Computer Service, Inc.
'07/27105 Check Detail
July I - 27, 2005
6560 Payroll Expenses -1,144.44 -572.22
6560 Payroll Expenses -201.96 -100.98
6560 - Payroll Expenses -83.48 -41.74
6560 Payroll Expenses -19.52 -9.76
6560 Payroll Expenses -1.35 -0.68
6560 - Payroll Expenses -28.27 -14,14
Hrosik, Dolores D.
6560 • Payroll Expenses -1,346.15 -673.08
6560 • Payroll Expenses -83.48 -41.74
6560 • Payroll Expenses -19.52 -9.76
6560 - Payroll Expenses -1.35 -0.68
6560 • Payroll Expenses -28.27 -14.14
Russo, Robert J.
6560 - Payroll Expenses -2,250.00 -1,125.00
6560 - Payroll Expenses -250.00 -125.00
6560 - Payroll Expenses -155.00 -77.50
6560 • Payroll Expenses -36.25 -18.13
Stevens, Kenneth L.
6560 - Payroll Expenses -971.04 -485.52
6560 - Payroll Expenses -647.36 -323.68
6560 - Payroll Expenses -100.34 -50.17
6560 - Payroll Expenses -23.47 -11.74
6560 • Payroll Expenses -1.62 -0.81
6560 • Payroll Expenses -33.99 -17.00
Stewart, Samatha C.
6560 • Payroll Expenses -384.00 -192.00
6560 - Payroll Expenses -23.81 -11.91
6560 • Payroll Expenses -5.57 -2.79
6560 • Payroll Expenses -3.07 -1.54
6560 • Payroll Expenses -0.38 -0.19
6560 • Payroll Expenses -8.06 -4.03
Sweet, James E.
6560 • Payroll Expenses -3,846.15 -1,923.08
2100 Payroll Liabilities 104.22 52.11
6560 Payroll Expenses -238.46 -119.23
6560 Payroll Expenses -55.77 -27.89
Toub, Mitchell
6560 Payroll Expenses -2,115.38 -1,057.69
Page 2 of 10
9:54 AM Data Link Computer Service, Inc.
'07/27/05 Check Detail
July I - 27, 2005
Sweet, Matthew P.
6560 Payroll Expenses
6560 Payroll Expenses
6560 • Payroll Expenses
6560 • Payroll Expenses
6560 • Payroll Expenses
6560 - Payroll Expenses
6560 Payroll Expenses
6560 Payroll Expenses
6560 • Payroll Expenses
Stevens & Stevens, Inc Rent - 437 Williams St. - July 05
R.H. Aaronson Inv. No. 4150
Prof. Liability Renewal
State Surcharge
Great American Insurance Compan WC5281244
Workers' Comp
Balance Due
J. Michael Bureau
EDS
UNC-01 A/Unicare
UNC-01 A/Um;are
UNC-O 1 A/Unioare
UNC-0I A/Umcare
UNC-01 A/Unidare
UNC-01 A/Unicare
UNC-01 A/Uniaare
UNC-01 A/Unicare
UNC-01 A/Unicare
Monthly Service
I Verizon Wireless
Wellpoint WO 7424
Mileage-96 @.375
2 Toils
I Calling Card Dialin
Wellpoint WO 7430
Mileage-94 @.375
Mileage-94 @.375
1 Package, Ship Drive
I Dialin Phone Card
Monthly Service
I wireless phone
92 miles Wellpoint WO 7452
UNC-0I A/Unicare 2 Tolls
Sun Valley Technical Repair, Inc
CTDLPAR - 1377573
Digi-Key Corporation
AT&T:ATT-01A/Sands 98477
AT&T:A77-01A/Sands 98477
Sale to CTDI - Harry
Job Expense:Part
Sun 72GB Drive
PO 3985 Inv 18292046
.093 Designer's Kit
CONN PLUG 4POS 94V-0 Unimate
-131.16 -65.58
-30.67 -15.34
-2.12 -1.06
-44.42 -22.21
-800.00 400.00
-49.60 -24.80
-11.60 -5.80
-0.80 -0.40
-16.80 -8.40
-375.00 -187.50
-5,398.00 -2,699.00
-94.47 47.24
-2,803.36 -1,401.68
-1,000.00
-45.27
-210.00
-36.00
-1.50
-9.99
-120.00
-35.25
-35.25
-60.00
-9.99
-932.00
-34.00
-34.50
-1.50
-500.00
-22.64
-105.00
-18.00
-0.75
-5.00
-60.00
-17.63
-17.63
-30.00
-5.00
-466.00
-17.00
-17.25
-0.75
-600.00
-300.00
-35.14 -17.57
-3.96 -1.98
Page 3 of 10
1 . 9:54 AM
` 07/27/05
AT&T: ATTmO I A/Sands 98477
AT&T:ATT,OIA/Sands 98477
Data Sales Co. Inc.
Data Link Computer Service, Inc.
Check Detail
July 1 - 27, 2005
CONN PIN 18-24A WF TIN CRIMP
24VDC Boxe4 Fan for DataKit
PO 3976 Inv 135966
Freight
-6.07 -3.04
-499.88 -249.94
-2,700.00 -1,350.00
Digi-Key Carporatfon PO 3957 Inv 18070413
FUSE I O.OA 250V FAST ABC CERA -14.40 -7
20
capacitor 390 of 50vdc fc radial -15.34 .
-7
67
Capacitor, 18 of 50v elect fc radial -2.74 .
-1
37
Cap 12000F IOV Elect FC Radial -21.80 .
-10.90
Sun Valley Technical Repair, Inc. PO 3984 Inv 99173
CTDI:PAR - WS35701
Sun 36GB hard drive -280.00 -140.00
Q Source, Inc. 8 X 8 Static Shield bags 100/ctn
5X6 Static Shield Bags I00/ctn -18.50 -9.25
4 x 4 Yellow Caution Label 100/roll -10.00
-22
50 -5.00
2 x 2 Yellow Caution Label 500 per n .
-33
30 -11.25
shipping . -16.65
-6.90 -3.45
Robert Lingerlhol May Sungard Coverage
June Sungard Coverage -500.00 -250.00
Sungard -500.00 -250.00
Sungard
Specialized Transportation Solution PO 3975 Inv 5539
Freight -836.00 -418.00
Inv. No. 154081- General File
Capehart Scatobard 6280 • Legal Fees
Inv. No. 154081 -66.00 -33.00
Westampton Township 6230 - Licenses and Permits
Type 4 Fire Registration/Inspection. -100.00 -50.00
Ex-Cel Solutionb, Inc. Sub-Contractors
Jefferson Pilot Financial:JPC-OIA/PYR590412 -250.00 -125.00
Leo K. Casper, CPA 6650 • Accounting
-850.00 -425.00
Services Rendered -July 05
Page 4 of 10
9:54 AM Data Link Computer Service, Inc.
`07/27705 Check Detail
July I - 27, 2005
Poland Spring Inv 05F0430005108
AnserComm Answering Svc.
6860 - State
Alarm System Service
PSE&G 6400 Gas and Electric
Verizon 9300 6340 Telephone
AT&T Long Distance 6340 - Telephone
030 449 6523 001
SkyTel Usage charges 05/24 - 06/22
State Tax
Federal Univeral Fee
Arms Etcetera Jan itorial/Sanitation
6860 - State
Republic Services of NJ, Inc. 70 09721 3
New Jersey Commerce 6230 - Licenses and Permits
Bob Candelmo 09/01/04
BMI-01 A 2/2, 3, 10 Total 204 miles to/from Big
DecisionOne:131IC-03B/NYMTA 2/8 102 miles to/from NYMTA
CAP-01A 2/28 262 miles to/from Capgemini
BMI-01 A Printing IBM manuals for Big M
Warwick Valley Telephone
Cingular cellular
DecisionOne:D I C-03 B/NYMTA 2/8 Parking NYMTA
DecisionOne:Dl C-03 B/NYMTA 2/8 Tolls NYMTA
CAP-01 A 3/1 94 miles to/from Capgemini
-40.87 -20.44
-116.25 -58.13
-7.58 -3.79
-10.00 -5.00
-2,322.49 -1,161.25
-61.53 -30.77
-722.21 -361.11
-39.96 -19.98
-2.16 -1.08
-0.40 -0.20
-150.00 -75.00
-9.00 -4.50
-67.16 -33.58
-100.00 -50.00
-76.50 -38.25
-38.25 -19.13
-98.25 -49.13
-228.01 -114.01
-6.80 -3.40
-50.38 -25.19
-12.00 -6.00
-6.00 -3.00
-35.25 -17.63
Page 5 of 10
9:54 AM Data Link Computer Service, Inc.
`07/27705 Check Detail
July I - 27, 2005
BMI-O l A
CAP-01A
AT&T:ATT-02C/Carbone 85333
CAP-Ol A
AT&T:AT-t-02C/Carbone 85333
BMI-O I A
DecisionOn6: D 1 C-03 BMYMTA
AT&T:AT1`?02C/Carbone 85333
BMI-01 A
DecisionOn: D 1 C-03 BMYMTA
AT&T:ATT402C/Carbone 85333
DecisionOnO1: D I C-03 B/NYMTA
DecisionOnd: D I C-03 BMYMTA
3/2 68 miles to/from Big M
Cingular cellular
4/8 176 miles to/from Capgemini
419, 13, 14, 15 - 740 miles to/from AT
4/8 to Capgemini
4/9, 13, 14, 15 - to AT&T Staten Is
Cingular Cellular
5/4, 5, 31 - 312 miles to/from Big M
5/14, 18 - 204 miles to/from NYMTA
5118, 19, 20, 21, 31 - 830 Miles AT&'
5/4 to Big M
5/5,24 to NYMTA
5/18,19, 20, 21, 31 to AT&T Staten Is
5/18 Batteries for vax4000's
5/14,18 to NYMTA
Cingular Cellular
Harry DerGarabedian
6/24 CTDI 59 miles
6/24 Tolls CTDI
7/5 Sungard Phila.
7/5 Sungard Mike McGirr
John Gnapp 7/6 - 184 miles to Sparta Comp Recyc
Mitchel Toub 6/20 94 miles to DI Frazer Pa and airy
6/20 Tol Is to D 1
6/21 Airport parking Little Rock trip
6/21 131 Axciom Little Rock
6/20 Cabfare
6/21 D I Axciom Little Rock
6/20, 21 Meals Chicago, Little Rock
6/21 28 miles return from airport
6/23 124 miles to D1
6/23 Lunch D1 Scott Hagenbach
Mitchel Toub 6/30 144 miles to Weehawkin, NJ for
6/30 Trade Show NY
6/30 Parking
6/30 Ferry to NY Trade Show
Tom Fisher May Business Phone
-25.50
-47.67
-66.00
-277.50
-5.65
-38.05
-47.75
-117.00
-76.50
-311.25
-5.65
-12.00
-28.15
-27.10
-30.00
-47.60
-12.75
-23.84
-33.00
-138.75
-2.83
-19.03
-23.88
-58.50
-38.25
-155.63
-2.83
-6.00
-14.08
-13.55
-15.00
-23.80
-112.11 -56.06
-14.50 -7.25
-9.75 -4.88
-84.52 42.26
-69.00 -34.50
-35.25
-3.00
-34.00
-596.00
-28.00
-107.00
-30.69
-10.50
-46.50
-26.35
-17.63
-1.50
-17.00
-298.00
-14.00
-53.50
-15.35
-5.25
-23.25
-13.18
-54.00 -27.00
-2.00 -1.00
-9.00 -4.50
-11.00 -5.50
-25.58 -12.79
Page 6 of 10
. 9:54 AM Data Link Computer Service, Inc.
07/27/05 Check Detail
July 1 - 27, 2005
Statement 7032005 May Cell Phone -45.35 -22.68
EDS:EDS-03A/CCT0015935PYR Batteries for office -14.40 -7.20
EDS:EDS-03A/CCT0015935PYR Copier toner & cartridge -72.00 -36.00
CT0015935PYR
EDS:EDS-03A/ 6/29 Airfare to BC/BS Boston Svc Ca -567.40 -283.70
?
EDS:EDS-03A/ CT0015935PYR Svc Call 7455 -46.00 -23.00
EDS:EDS-03A/CCT0015935PYR 6129 Cab Fares Svc Call 7455 -48.50 -24.25
EDS:EDS-03A/?CT0015935PYR 6/29 & 30 Meals Svc Call 7455 -70.75 -35.38
6/29 Lodging Svc Call 7455 -174.31 -87.16
6/30 Cab Fare Svc Call 7455 -1.50 -0.75
Candelmo, Rob*rt 6560 • Payroll Expenses -1,846.00 -923.00
6560 Payroll Expenses -114.45 -57.23
6560 Payroll Expenses -26.77 -13.39
6560 - Payroll Expenses -1.85 -0.93
6560 - Payroll Expenses -38.77 -19.39
DerGarabedian'ti Harry H. 6560 - Payroll Expenses -2,307.69 -1,153.85
6560 - Payroll Expenses -143.08 -71.54
6560 - Payroll Expenses -33.46 -16.73
Fisher, Thomas'J. 6560 - Payroll Expenses -2,500.00 -1,250.00
6560 - Payroll Expenses -155.00 -77.50
6560 - Payroll Expenses -36.25 -18.13
Gnapp Jr., John 6560 - Payroll Expenses -1,211.76 -605.88
6560 • Payroll Expenses -134.64 -67.32
6560 - Payroll Expenses -15.00 -7.50
6560 Payroll Expenses -84.41 -42.21
6560 Payroll Expenses -19.74 -9.87
6560 Payroll Expenses -1.36 -0.68
6560 Payroll Expenses -28.59 -14.30
Hrosik, Dolores D. 6560 • Payroll Expenses -1,211.52 -605.76
6560- Payroll Expenses -134.64 -67.32
6560 • Payroll Expenses -83.46 -41.73
6560 • Payroll Expenses -19.52 -9.76
6560 Payroll Expenses -135 -0.68
6560 Payroll Expenses -28.27 -14.14
Page 7 of 10
9:54 AM
'07/27705
Russo, Robert J.
Stevens, Kenneth 'IL.
Stewart, Samatht C.
Sweet, James E.
Sweet, Matthew',P.
Toub, Mitchell
Data Link Computer Service, Inc.
Check Detail
July 1 - 27, 2005
6560 Payroll Expenses
6560 Payroll Expenses
6560 Payroll Expenses
6560 • Payroll Expenses
6560 • Payroll Expenses
6560 - Payroll Expenses
6560 • Payroll Expenses
6560 • Payroll Expenses
6560 • Payroll Expenses
6560 - Payroll Expenses
6560 • Payroll Expenses
6560 • Payroll Expenses
6560 - Payroll Expenses
6560 • Payroll Expenses
6560 - Payroll Expenses
6560 - Payroll Expenses
2100 • Payroll Liabilities
6560 Payroll Expenses
6560 Payroll Expenses
6560 • Payroll Expenses
6560 Payroll Expenses
6560 Payroll Expenses
6560 Payroll Expenses
6560 Payroll Expenses
6560 Payroll Expenses
6560 • Payroll Expenses
-2,250.00 -1,125.00
-250.00 -125.00
-155.00 -77.50
-36.25 -18.13
-1,618.40 -809.20
-100.34 -50.17
-23.47 -11.74
-1.49 -0.75
-31.37 -15.69
-324.00 -162.00
-20.09 -10.05
-4.70 -2.35
-2.59 -1.30
-0.32 -0.16
-6.80 -3.40
-3,846.15 -1,923.08
104.22 52.11
-1,477.90 -738.95
-330.09 -165.05
-77.20 -38.60
-800.00 -400.00
49.60 -24.80
-11.60 -5.80
-0.80 -0.40
-16.80 -8.40
-2,115.38 -1,057.69
Page 8 of 10
9:54 AM Data Link Computer Service, Inc.
07/27105 Check Detail
July 1 - 27, 2005
6560 - Payroll Expenses -131.16 -65.58
6560 • Payroll Expenses -30.67 -15.34
6560 Payroll Expenses -1.63 -0.82
6560 Payroll Expenses -34.25 -17.13
Harry DerGOrabedian 7/20 EDS/Fujitsu trip Car Rental -247.47 -123.74
7/20 EDS/Fujitsu trip Rental Fuel -15.88 -7.94
7/20 EDS/Fujitsu trip Tolls, parking -38.15 -19.08
7/20 EDS/Fujitsu trip Courtyard -106.22 -53.11
7/20 EDS/Fujitsu trip Meats 48.30 -24.15
Mitchel Toub 7/12 DecisionOne Chicago trip Airfar -165.39 -82.70
7/12 DecisionOne Chicago trip Car Re -72.80 -36
40
7/12 DecisionOne trip Meals -32.92 .
-16.46
7/12 Mileage 56 Miles rountrip - Airp -21.00 -10.50
7/12 Tolls -3.00 -1.50
7/12 DecisionOne Chicago trip Airpor -17.00 -8.50
PO 4048 Inv 18455382
Digi-Key Corporation DC Power Supply Parts
-131.67 -65.84
The Home Depot 6110105. Snake with protector for men' -6
97
sales tax . -3.49
6/23/05. 2 cans acetone for Mike Gnal -0.42
17 -0.21
Screws to fix back door -
.07 -8.54
.
sales tax -1.28 -0.64
6/23/05. Surge protector for Steve's of -1.10
-24
97 -0.55
Emergency exit sign lights. . -12.49
sales tax -5.88 -2.94
-1.85 -0.93
Pitney Bowes, Inc. 6250 • Postage and Delivery
-128.79 -64.40
Burrs Corporso Center, LLC Rent - August 2005 - 122A Burrs Roar
-11,952.70 -5,976.35
Steve Crawford' June 2005 services -3,174.92 -1,587.46
Stevens & Stevens, Inc 6290 • Rent
-375.00 -187.50
Page 9 of 10
9:54 AM
'07/Z 7/05
AT&T Long Distance
Data Link Computer Service, Inc.
Check Detail
July 1 - 27, 2005
6340 • Telephone
-716.98 -358.49
The Home Depot Wire ties for Jim Sweet. -1.91 -0.96
sales tax -0.12 -0.06
Batteries for Camera -2.84 -1.42
sales tax -0.17 -0.09
Office Supplies Burrs Rd. Supports fc -9.98 -4.99
Lav faucet for Men's room.6/1 -24.97 -12.49
sales tax 611 -2.10 -1.05
Caulk for the bathroom sink. 6/2 -2.97 -1.49
sales tax 6/2 -0.18 -0.09
Ceiling tiles 6/1. Original receipt subr -44.26 -22.13
sales tax 6/1 -2.66 -1.33
Ex-Cel Solution, Inc. July 2005
-250.00 -125.00
-99,755.63 -49,877.82
Page 10 of 10
Exhibit H
iI - ' Page 1 of 4
From: "Stephen Gifford" <steveg@datavista.com>
To: <mikeg@datavista.com>
Sent: Thursday, September 23, 2010 11:08 AM
Subject:' Re: 2009 Invoices
Mike,
I received your email and will respond next week.
Steve
Dat4\/ista
(Formerly Data Link Computer Service, inc.)
Stephen Gifford
122 Burrs ?Road
Westampt n, NJ 08060
609 702-9300
> From: <mil?e8@datavista.com>
> Date: Tue, 21 Sep 2010 11:45:06 -0400 (EDT)
> To: Stephen Gifford <steveg@datavista.COm>
> Subject: Re!: 2009 Invoices
> Steve
> My recordslindicate the following
> I received ai,check from Data Vista for a total of $106,926.74 dated September
> 15, 2010. This still represents only a portion of the 2010 revenue still due
> to MJG according to total billing receipts. Average payments to M1G in 2009
> were $105,600.00 per month. Payments to MJG 2010 for this calendar year so far
> is $600,000:100. Total receipts for 2010 have increased due to additional
> business, leaving the total amount due to MJG at approximately $500,000.00.
> lust as importantly, you still have not responded to me in regards to the
> complete finances of Data Vista and what you propose that my role be going
> forward. I need to have a clear understanding of your view so I can decide how
> to proceed. Oowever, it is obvious you and I do not have the same business
> practices in mind. As such, I have decided to move forward in another
> direction. It its my full intention to support our existing business, that is,
> contracts/maintenance support/ reclamation that Data Vista is currently
> billing. That is under our existing agreement of revenue less expenses with a
10/7/2010
Page 2 of 4
> 50/50 split share of the difference. If your plans do not coincide with these
> expectations, 1 will request we dissolve Data Vista, the completion of its
> existing contracts, and all its assets, divided between both you and myself.
> I will not continue doing business under the current circumstances. Your
> immediate response is necessary for a continued profitable relationship.
> MJG
> ----- Original Message-----
> From: "Stephen Gifford" <steveg@datavista.c.om>
> Sent: Tuesday, September 7, 2010 6:18pm
> To: "mikegi@datavista,com" <mikeg@datavista.com>
> Subject: Re: 2009 Invoices
>
> Restructuring sales, marketing and commissions includes your future
> role and compensation.
> Stephen Gifford
> On Sep 7, 2010, at 2:46 PM, mikeg@datavis.ta.com wrote:
>> Great, trying to get a list of potential accounts to visit. Most are
>> in the NY,''AJ area, trying to keep expenses to a minimum. When can
>> we go over the financials. As I said, we haven't taken any money
>> since June.
»
»
-----Original Message-----
>> From: "Stephen Gifford" <steveg@datavista.com>
>> Sent: Tue?day, September 7, 2010 2:33pm
» To: mikeg(?datavista.com
>> Subject: Re: 2009 Invoices
>> I'm awarelof one trip to California to meet with AT&T and ASCDI the
>> week of
-y October 5th.
If you have other meetings, I want to see details of your itinerary
» and
>> agenda.
>> I am currently evaluating and restructuring sales, marketing and
» commissions.
(ForrTlerly Data Link Computer Service, Inc.)
1017/?O10
>> Stephen Gifford
>> 122 Burrs Road
» Westampton, NJ 08060
>> 609 702-9300
»
>>> From: -tmikeg@datavista,com>
>>> Date: T!,ue, 7 Sep 2010 10:36:02 -0400 (EDT)
>>> To: Stephen Gifford <stev_eg@.datavista.com>
>>> Subject: FW: 2009 Invoices
>>> Steve, just wanted to get you an updated expense total. The only
>>> addition is
>>> the chiGago trip which was $452.00 so the total is $6,924.75. Mitch
>>> and I have
>>> several ,:meetings planned for the next few months including ASCDI in
>>> California, also seeing Heather Pruett and other AT&T contacts.
>>> Also, can we
>>> get together and discuss money? Starting to get to the bottom of
>>> the barrel. I
>>> think the last check was in June. If your not available to meet you
>>> can send
>>> me the numbers.
>>> Thanks
>>> Mike
>>> -----Original Message -----
>>> From: m?keg@datavista.com
>>> Sent: MO:nday, August 9, 2010 4:13pm
>>> To: "Stephen Gifford" <steveg@datavista.com>
>>> Subject: f W: 2009 Invoices
>>> Steve earl we get together to discuss some issues in regards to the
>>> AT&T
>>> renewal. Mitch and I are going to Chicago Thursday to meet the NSS
>>> people and
>>> our new at&t contracts manager. Also, i have additional expenses of
>>> $6,472.75
>>> plus the $14,873.56 prior to May. When will you be available?
>>> -----Original Message -----
>>> From: mik1pgL@datavista.com
>>> Sent: Wednesday, May 5, 2010 10:45am
>>> To: "'Stephen Gifford"' <steveg@datavista.com>
Page 3 of 4
10/7/2010
Page 4 of 4
>>> Subject: 2009 Invoices
>>> Steve, take a look at the attached, all should be dated correctly.
>>> Also, my
>>> expenses for January to May for the three trips to Atlanta is
>>> $4,873.56 Call
>>> to discuss;
>>> Mike
10/7/'_010
Exhibit I
ARCHER & GREINER, P.C.
IN&J-1 ? ATTORNEYS AT LAW
ONE CENTENNIAL SQUARE
HADDONFIELD, NJ 08033-0968
856-795-2121
FAX 856-795-0574
www.archerlaw.com
October 6, 2010
STEVEN J. FRAM
tlso .Member of Perlrlsy lvania Bar
VIA EMAIL AND REGULAR MAIL
Michael f. Gnapp
307 Curtils Avenue
Point Pleasant Beach, NJ 08742
Re: Data Vista, Inc.
Dear Mr.',Gnapp:
Email Address:
stiam(larcherlaw.com
Direct Dial:
(856) 354-3051
This law firm represents Data Vista, Inc. ("Data Vista").
. Representatives of Data Vista received communications this morning from a
representative of AT&T in which that individual demanded that certain financial information of
Data Vista be provided to him immediately. Data Vista has reason to believe that you contacted
AT&T after receiving an email yesterday evening from Stephen Gifford, the President of Data
Vista, in which Mr. Gifford terminated the business relationship between Data Vista and your
company,; MJG, Inc., and proposed a relationship with financial terms. Data Vista is concerned
that you contacted AT&T for the purposes of attempting to disrupt the business relationship
between Owa Vista and AT&T and in an attempt to create negotiating leverage in anticipation of
negotiations between you and Mr. Gifford concerning the draft agreement that he forwarded to
you.
This letter will confirm on behalf of Data Vista that you are not authorized to
communicate with AT&T or any other customer of Data Vista, concerning the business of Data
Vista. In addition, this letter will serve as notice that you will be held fully accountable,
financially and otherwise, for any loss of business or other adverse financial consequences that
Data Vista suffers as a result of your communications to AT& r or other efforts to disrupt Data
Vista's business or interfere with its customer relationships.
ly,•iw i (t',V0//-1, IIi.1F/vtI/ONI)/-//(F ill III. 1141 PH14 UhL A'h. IF/LlllN(;7OV OF/It} G6U1?1;f YtW.Y 00. If 'f W iP 1'r )HK 06F7t 7,
`'+1 Ve, antler Pajk PFw one One hb,ny A- - 11n.j Px) Delaware A, t-. If Fast Market Jveet PWA
S,me Ih? Rout, 12, Swte :0I F1t,ur June IJ 7D P O (lox 97, Swte 1 51e)
. .. mn NI 18141) Flcmmgtun %) nW2- W0 %Iuket Jura \kJminNton, DE I,19O1 Gcur,arnn.. n, OF iRu47 14, Y,,, k. NY I0 I71
,. SM).)71M1
? 17_T Ph,14de1Phta- P% 19t,11-1191 P11) 17143W F-1.ll. a's-5151
.-X10-?,?.cl
f .,g-798-97/Nr P:15.951.iukt F 11t2 77' 4151 F In,.Ut! cl6f F _1` n_t..tSnB
wax 744 ?UI F 115. 4n1:)wn
M ?
Michael J. Gnapp
October 6, 2010
Page 2
Please confirm that you will not communicate further with representatives of AT&T or
with other customers of Data Vista. In addition, I hereby demand that you retain, and not delete
or destroy, all documents or electronic information that reflect your communications (by cell
phone, email or otherwise) with employees of Data Vista, with representatives of AT&T or with
other customers of Data Vista.
Very truly yours,
STEVEN J. FRAM
SJF/gam
cc: Stephen A. Gifford, President, Data Vista, Inc.
(Via Email and Regular Mail)
Kenneth Lackey, Esquire (Via Email)
6045814x1
ARCHER & GREINER
A Professional Corporation
One Centennial Square
P.O. Box 3000
Haddonfield, New Jersey 08033-0968
(856) 795-2121
Attorneys for Plaintiffs
BY: STEVEN J. FRAM,.ESQUIRE
SUPERIOR COURT OF NEW JERSEY
DATA VISTA, INC., STEPHEN A. ; CHANCERY DIVISION
GIFFORD, and MARIA E. GIFFORD, BURLINGTON COUNTY
Plaintiffs, ; DOCKET NO.: BUR-C-080-10
V,
MJG CONSULTING, INC. and MICHAEL
GNAPP,
Defendants.
STIPULATED PROTECTIVE ORDER
T111S MATTER having come before the Court on the joint application of the parties,
Steven J. Fram, Esquire of Archer & Greiner, P.C. appearing for Plaintiffs, Data Vista, Inc.,
Stephen A. Gifford and Maria E. Gifford, and David Phillips, Esquire of LeClair Ryan, a
I Virginia Professional Corporation, appearing for Defendants, MJG Consulting, Inc. and Michael
i
Gnapp,
IT APPEARING; to the Court from the representations of counsel for the parties to this
litigation (the "Action") that certain information and documents that the parties have requcsted
or will request from each other in discovery will contain or constitute proprietary and
confidential information that should be the subject of the terms of a protective order under R.
-t 10-3. that the terms of this Protective Order will facilitate the orderly and timely discovery in
T 1 f
this Action; and that the parties to this Action, by and through their counsel, have consented to
the form and entry of this Order; and good cause having been shown;
IT IS on this - day of 2011, ORDERED that the following restrictions
and procedures shall apply to all information, documents and testimony produced, given or
provided by the parties in the course of pre-trial discovery in the Action that have been
designated by the parties as "Confidential Information":
I. Confidential Information. The parties may designate documents and information
as "CONFIDENTIAL" (the "Confidential Information") based upon a good faith belief that the
documents or information being designated is of a sensitive, trade secret, financial, proprietary
and/or personal nature and is entitled to protection under R. 4:10-3.
2. Limitations on Use Of Confidential Information. Confidential Information, as
well as the substance and/or content of Confidential Information, including notes, memoranda or
any other documents relating thereto, shall be used only in connection with proceedings in this
litigation' and shall not be disclosed to any person or entity other than (i) a party to this action,
including officers and employees of parties, (ii) outside counsel for the parties to this litigation
and office personnel of counsel who are employed or engaged in the preparation for, or in aiding
in the trial of this action, and (iii) an "Authorized Person" as defined hereinbelow. Confidential
Information not be used or disclosed by any person or party for any other purpose whatsoever.
Unless prior written consent for further disclosure has been obtained from the designating party
or permission for such disclosure has been given by the Court, each Authorized Person identified
in Paragraph 3(a) -- (e) below, as well as counsel for third party witnesses, to whom delivery,
exhibition or disclosure of any documents or information is made, shall be provided with a copy
of this Order, and shall execute a non-disclosure agreement in the form attached hereto as
Exhibit "A." Materials designated as "CONFIDENTIAL" and any summaries, charts or notes
made therefrom, and any facts or information contained therein or derived therefrom may also be
disclosed or necessary to the Court and Court personnel in papers filed under Seal.
3. Authorized Persons. "Authorized Persons" for purposes of this Order shall be:
a. Persons, not employees of any party, who are retained as experts or
consultants to assist such party's counsel in the preparation of the Action,
and the employees of such persons;
Any third-party contractors or attorneys involved in one or more aspects
of organizing, filing, coding, converting, storing, or retrieving data or
designing programs for handling data connected with these actions,
including but not limited to the performance of such duties in relation to a
computerized litigation support system; and to employees of third-party
contractors performing one or more of these functions; and
c. Any actual or potential trial or deposition witness in these actions who has
been properly subpoenaed or noticed who is an author, addressee,
referenced in or copied on the document designated as "Confidential," or
who appears, based upon the document itself or other information, to have
knowledge of the contents of the document or other information
designated "Confidential" or the specific events, transactions, discussions,
or data reflected in the document or that relate to the designated
information, provided that the actual or proposed witness has executed a
non-disclosure agreement in the form attached hereto as Exhibit "A."
4. Confidential - Attorney Review Only. Confidential Information may be
designated as "Attorneys Eyes Only" if the Designating Party has a good faith belief that the
material contains or constitutes Confidential Information, is a confidential and proprietary trade
secret of the designating party, and that disclosure of such Confidential information to the
opposing party would place the Designating Party at a serious competitive or other disadvantage
to other parties to this Action, and warrants such restrictive designation. Information designated
as "Attorneys Eyes Only" shall be disclosed only to: (a) counsel of record of the non-designating
party who are members of the bar of any State of the United States; and (b) independent experts
retained by the non-designating party, provided, however, that the non-designating party
proposing to disclose the information to an independent expert must follow the procedures for
CONFIDENTIAL information set forth in paragraph 2 hereinabove. Materials designated as
-ATTORNEYS EYES ONLY" and any summaries, charts or notes made therefrom, and any
facts or information contained therein or derived therefrom may not be disclosed to any parties,
and shall be used only for purposes of this Litigation, and for not other purpose whatsoever.
Such information may be disclosed as necessary to the Court and Court personnel in papers filed
under Seal.
Designation of Confidential Information. The Parties shall stamp the
Confidential Information as "CONFIDENTIAL" or "ATTORNEYS EYES ONLY" in order to
designate such documents as being subject to this Agreement. For discs, CD-ROMs, or other
electronic media, and other documents for which it is not practicable to place a legend on each
page, the producing party shall mark the outside of the item produced and inform the receiving
party(ies) that the designation applies to the entire contents of the item or shall specifically
identify the portions of the contents to which the designation applies. The parties may also
designate as CONFIDENTIAL documents produced by third-parties to this action and such
documents, as between the parties, shall be treated as confidential under this agreement.
Deposition Testimony. Counsel for any party or non-party may designate
deposition testimony as "Confidential information" by either (a) indicating on the record at the
deposition the portions of the testimony and/or exhibits that are confidential or (b) dcsigrtating
pages of such transcript or exhibits thereto as "Confidential" within ten (10) business days atler
receiving a deposition transcript of testimony taken ot'that party or any representah'. e thereof
Until expiration of that ten-day period, all information disclosed at a deposition shall be treated
as Confidential Information, subject to this Order and protected from disclosure. Counsel for
any party shall have the right to exclude from oral depositions any person, other than the
deponents, the reporter, any party to this action, and counsel for such other party, who is not
authorized under this Order to receive Confidential Information, but such right of exclusion shall
be applicable only during periods of examination or testimony directed to or comprising
Confidential Information. Any stereographic or video reporter who takes down testimony in this
action or at a deposition shall be given a copy of this Agreement and shall be required to state on
the transcript of the deposition that all testimony and information revealed at the deposition shall
not be disclosed by such reporter (or any other person who transcribed such testimony) except to
the deponent, counsel of record for the parties in this action and their staffs.
66 Inadvertent Disclosure, Should any document or information designated as
"Confidential" through inadvertence or otherwise, be disclosed to any person or party not
entitled to receive same hereunder, then the parties shall undertake reasonable, prompt and good
faith efforts as follows: the party who discovers the unauthorized disclosure shall identify
immediately to the opposing party (1) the name and contact information of the unauthorized
recipient of the Confidential Information and (ii) the Confidential Information disclosed without
authorization; the appropriate party shall promptly inform the unauthorized recipient of the
Confidential Information of all of the provisions of this Protective Order; and (iii) the appropriate
party shall undertake all reasonable and necessary steps to have the unauthorized recipient of the
Confidential Information return the Confidential Information and sigh the agreement attached
hereto as Exhibit A, which signed agreement shall be served upon the opposing party. Nothing
herein shall limit the right of any party to seek appropriate relief, including sanctions, ti)r any
such unauthorized disclosure of Confidential Information.
Prior Disclosure. The restrictions on dissemination of information contained
herein shall not apply to information which, prior to disclosure in the Action, is either in the
possession or knowledge of an inspecting party or a person who, absent this Order, is under no
restriction with respect to the dissemination of such confidential information or to information
which is public knowledge or which, after disclosure in this Action, becomes public knowledge
other than through an act of omission of a party receiving the information designated as
confidential. Further, nothing herein shall prevent disclosure of any confidential information
and/or attorneys' eyes only information (1) by the producing party or (2) to any employee or
officer of the producing party or (3) to any person, no longer affiliated with a party, who either
authored, in whole or part, or who received the confidential information and/or attorneys' eyes
only information prior to the initiation of this litigation.
S. Challenges to Confidentiality Designations. Any party may challenge the
confidentiality designation of a party that has produced information (the "Producing Party") by
advising the Producing Party in writing (letter or email) of said challenge and the basis for the
challenge. The Parties will attempt first to resolve the dispute on an informal basis before
presenting the dispute to the Court. If the dispute cannot be resolved informally, within ten ( Ib)
business days of receipt of such a challenge, the Producing Party shall file an application to seek
a determination from the Court that the documents at issue are entitled to protection under the
terms of this Protective Order. Until any such challenge has been resolved by the Court, all
matenals designated as "Confidential" or "Attorneys Eyes Only" shall be treated as such under
this Protective Order. In the context of any such challenge, the Producing Party bears the burden
of establishing the appropriateness of the protection or degree of protection sought under R.
6
4:10-3. If the Producing Party fails to make application to the Court within ten days as aforesaid,
the challenged designations shall be deemed to be removed without Court Order.
9. Other Obiections Preserved. This Order is intended to provide a mechanism for
the handling of Confidential Information and documents for which there is no objection other
than confidentiality. Each party reserves the right to object to any disclosure of information or
production of any documents it deems confidential on any other ground it may deem appropriate,
and anyparty may move for relief from, or general or particular modification of, the mechanism
for maintaining confidentiality herein set forth or the application of this Order in any particular
circumstance.
10. Pre-Trial Motions and Other Applications. If Confidential Information or
references to Confidential Information are to be presented or included in documents filed or
otherwise disclosed to this Court, unless otherwise agreed by counsel or directed by the Court,
such documents shall be delivered to the Judge or Clerk under seal for in camera consideration,
and shall either be returned to counsel submitting it upon disposition of the motion or remain in
the Court's file under seal. If any Confidential Information is contained or referenced in
documents to be filed with the Court, all portions of such documents that contain, refer to or
relate to such Confidential Information shall be treated as Confidential Information pursuant to
the terms of this Order. All documents required to be filed under Seal by the terms of this Order
shall be placed in sealed envelopes or other sealed containers, which envelopes or containers
shall be marked with the title and case number of this Action and shall bear a statement
substantially in the following form:
CONFIDENTIAL
This envelope contains (provide a brief, general description of the
contents; i.e., "Defendant's Ntotion to Compel the Production of
Documents"), and Confidential Infonmation which is tiled under
ti 9
seal pursuant to the Order of the Court dated [fill in the date of this
Order]. This envelope is not to be opened and the contents thereof
are not to be displayed or revealed except to the individuals or
entities designated in the above Order or in accordance with further
Order of the Court.
11. Trial. The parties shall confer with respect to the procedures for handling
Confidenltial Information at trial in the course of their trial preparations, and the Court may enter
orders for the handling of such Confidential Information at trial.
12. Post-Litigation. The provisions of this Order shall not terminate at the conclusion
of this Action. Within 90 days after final conclusion of all aspects of this Action, all
Confidential Information and all copies of same (other than exhibits of record), and all notes,
compilations, photographs, memoranda, sketches, or other materials which contain, refer to or
reflect such Confidential information shall be returned to the party, counsel or person who
produced such Confidential Information or destroyed. Counsel of record and the parties shall
certify that they have returned or destroyed all Confidential Information which they are not
entitled to keep and which is in their possession or custody, and shall deliver the same to counsel
for the party who produced the Confidential Information not more than 120 days after final
termination of this Action.
13. Entry of Order• Effective Immediately. The parties shall make immediate
application to the Court for entry of this Order. Prior to entry of this Order, and in the event the
Court declines to enter this Order, the parties and counsel nevertheless agree that this Order is a
contractual commitment and that they will be bound by and will comply with all provisions of
this Order.
r
r ,,
THE UNDERSIGNED CONSENT TO THE ENTRY OF THIS ORDER.
ARCHER & GREINER, P.C.
Steven, J. Fram, Esquire
One Centennial Square
Haddo,Inlield, NJ 08033
Attorneys for Plaintiffs
?- Date: 3
SEVEN 1. FRAM, ESQUIRE
LeCLAIRRYAN
A Virginia Professional Corporation
David ' V. Phillips, Esquire
Two Penn Plaza East
Newarl , NJ 07105
Attorndys for Defendants
: Date: l
By
Dt VID W. PHILLIPS, ESQUIRE
9
EXHIBIT A
AGREEMENT
I T hereby acknowledge and affirm that I have
read, fully', understood, and agree to abide by the terms and conditions of the Protective Order
among the, parties entered in Data Vista Inc v MJG Consultimt. Inc., Superior Court of New
Jersey, Chancery Division, Burlington County, No. BUR-C-080-10-
By executing this Agreement, I hereby consent to the jurisdiction of the Superior Court of
New Jersey for the purpose of enforcing the terms of the Protective Order.
I understand and acknowledge that this Protective Order shalt remain in full force and
effect after the termination of this litigation, or until cancelled or otherwise modified by Order of
the Court, or by written agreement of the parties.
I thereby declare under the penalty of perjury under the laws of the State of New Jersey
that the above statements are true and correct.
(Name of Recipient)
Dated:
006830
10
r ,.
By: GREGORY S. THOMAS, ESQ.
Gregory.Thomas@LeClairRyan.com
Identification No.: 40975
LECLAIRRYAN
1500 Market Street
12th Floor,' East Tower
Philadelphia, PA 19102
Telephone Flo.: (215) 665-5644
-€ ;SYLV";r 1A
Attorneys for Respondents
EmconIT, LLC, Michael J. Gnapp,
Louis Misiano and MJG Consulting, Inc.
One Riverftont Plaza.
1037 Raymond Boulevard, Sixteenth Floor
Newark, Now Jersey 07102
Telephone No.: (973) 491-3600
DATA VISTA, INC., STEPHEN
GIFFORD and MARIA E, GIFFORD
Petitioners,
vs.
EMCONI'T', MICHAEL J. GNAPP, LOIS
MISIANO and MJG CONSULTING,
INC.,
Respondents.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY -
CIVIL ACTION-LAW
Docket No.: 12-3034
Civil Term
CERTIFICATE OF SERVICE
I, Patricia Gaglioti, hereby certify as follows:
I. I am a legal assistant with the law firm of LeClairRyan, counsel to Defendants,
EMCONI T, MICHAEL J. GNAPP, LOUIS MISIANO, and MJG CONSULTING, INC.
("Defendants") in the above captioned matter.
2. On May 25, 2012, I forwarded an original and two copies of (1) Praecipe for
Entry of Appearance of Gregory S. Thomas, Esq. on behalf of Defendants; and (2) Defendants'
Response to Plaintiffs' Petition for Issuance of Subpoena for Deposition to the Prothonotary of
9862610-1
Cumberland County Courthouse, One Courthouse Square, Suite 100, Carlisle, PA 17013, via
Federal Express.
3. A copy of the foregoing was also served upon the following counsel via E-mail
and United States Mail:
Stephen Moniak, Esq.
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 237-6732
Darth Newman, Esq.
One Centennial Square
Haddonfield, NJ 08033
(856) 795-2121
I certify that the foregoing statements made by me are true. I am aware that if any of the
foregoing statements made by me are willfully false, I am subject to punishment.
Dated: May 25, 2012
Patricia Gaglioti
9862610.1 2
DATA VISTA, INC.,
STEPHEN A. GIFFORD, AND
MARIA E. GIFFORD,
PLAINTIFFS
V.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
EMCON IT, MICHAEL J. GNAPP,
LOUIS MISIANO, AND
MJG CONSULTING, INC.,
DEFENDANTS NO. 12-3034 CIVIL
IN RE: PETITION FOR ISSUANCE OF SUBPOENA TO TAKE DEPOSITION
PURSUANT TO 42 PA.C.S $5326
ORDER OF COURT
AND NOW, this 31St day of May, 2012, upon consideration of Plaintiffs' Petition
for Issuance of Subpoena to take Deposition and the Defendants Response thereto,
IT IS HEREBY ORDERED AND DIRECTED that oral argument on the Petition
shall be held on Tuesday, July 17, 2012, at 11:00 a.m. in Courtroom No. 2 of the
Cumberland County Courthouse, Carlisle, Pennsylvania.
IT IS FURTHER ORDERED AND DIRECTED that on or before July 2, 2012,
Plaintiffs shall file a written response with this Court addressing the matters raised by
the Defendants in paragraph 9 of their Response.
Stephen Moniak, Esquire
Attorney for Plaintiffs
? Gregory S. Thomas, Esquire
Attorney for Defendants
4e-e-, ma.led 6/1//a
By the Court,
rn {
Ilk
M. L. Ebert, Jr., J.
bas
P*(.
By: MAUREEN A. GALLAGHER, ESQ.
magallagher@mqblaw.com
Identification No.: 53790
McQuaide Blasko
600 Centerview Drive, Suite 5103
Hershey, PA 17033
(717) 531-1199
DATA VISTA, INC., STEPHEN
GIFFORD and MARIA E, GIFFORD
PLAINTIFFS,
vs.
EMCONIT, MICHAEL J. GNAPP,
LOUIS MISIANO and MJG
CONSULTING, INC.,
DEFENDANTS
2012 Term
Docket No.: 12-3034
Civil Term
JUDGE M.L. Ebert, Jr.
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MOTION FOR SPECIAL ADMISSION OF ATTORNEY WILLIAM A. DESPO
PRO HAC VICE PURSUANT TO PA.R.C.P. 1012.1 AND PA. B.A.R. 301
AND NOW comes MAUREEN A. GALLAGHER of McQuaide Blasko, Inc., pursuant
Pennsylvania Rule of Civil Procedure 1012.1 and Pennsylvania Bar Admission Rule 301,
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respectfully requests that this Court enter an Order specially admitting William A. Despo, Esc.,
pro hac vice to the Bar of this Commonwealth and in support thereof avers the following:
1. William A. Despo is a shareholder with the law firm of LeClairRyan,
Professional Corporation, with his office located at One Riverfront Plaza, 1037
Boulevard, Sixteenth Floor, Newark, New Jersey.
2. William A. Despo is a member in good standing of the Bar of the State of N
Jersey where he has been licensed to practice since 1976.
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COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY -
CIVIL ACTION-LAW
3. LeClairRyan has been retained as counsel to Defendants EMCONIT, MICHAE
J. GNAPP, LOUIS MISIANO and MJG CONSULTING, INC. (collectively "Defendants"), n
connection with the above-captioned action.
4. William A. Despo seeks to be admitted to the Bar of the Commonwealth f
Pennsylvania for the limited purpose of representing Defendants in the action pending before this
Court based on the following: (a) Mr. Despo has a long standing relationship with these clients,
(b) Mr. Despo has been involved in the related New Jersey action from the start, and (c) Mr.
Despo may need to make an appearance before this Court on behalf of the Defendants in t e
instant matter, which sounds in civil litigation and specifically, Motions Practice surrounding a
discovery dispute.
5. In accordance with Pa.R.C.P. 1012.1(c), attached hereto as Exhibit "A" is t e
verified Declaration of William A. Despo in support of this Motion for Admission pro hac vice.
6. Maureen A. Gallagher is an attorney-at-law and shareholder with the law finin
McQuaide Blasko, Inc., 600 Centerview Drive, Suite 5103, Hershey, Pennsylvania 17033,
files the within Motion as a sponsoring attorney pursuant to Pa.R.C.P. 1012.1. Attol
Gallagher is a member in good standing of the Bar of this Commonwealth, licensed to prat
law under Supreme Court I.D. No. 53790.
7. In accordance with Pa.R.C.P. 1012.1(d)(2), attached hereto as Exhibit "B" is
verified Declaration of Maureen A. Gallagher in support of the admission of William A. De
pro hac vice.
8. The information required by 204 Pa. Code Section 81.504 has been provided
the IOLTA Board.
WHEREFORE, Maureen A. Gallagher, Esq. respectfully requests that the Coui
GRANT the instant Motion for Special Admission Pro Hac Vice Pursuant to Pa.R.C.P. 1012.
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and Pa.B.A.R. 301, and enter an Order specially admitting William A. Despo, Esq. to the Bar
the Commonwealth of Pennsylvania for the limited purpose of representing
EmconIT, Michael J. Gnapp, Louis Misiano and MJG Consulting, Inc. in this action.
Respectfully submitted,
Dated: July 11, 2012
Maureen A. Gallagher, Esq. ( '
Identification No.: 53790
McQuaide Blasko
600 Centerview Drive, Suite 5103
Hershey, PA 17033
(717) 531-1199
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LECLAIRRYAN
One Riverfront Plaza
1037 Raymond Boulevard, Sixteenth Floor
Newark, New Jersey 07102
Telephone No.: (973) 491-3600
DATA VISTA, INC., STEPHEN
GIFFORD and MARIA E, GIFFORD
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY -
CIVIL ACTION-LAW
PLAINTIFFS,
vs.
2012 Term
Docket No.: 12-3034
EMCONIT, MICHAEL J. GNAPP,
LOUIS MISIANO and MJG
CONSULTING, INC.,
DEFENDANTS.
Civil Term
JUDGE M.L. EBERT, JR.
DECLARATION OF WILLIAM A. DESPO, ESQ.
IN SUPPORT OF MOTION FOR SPECIAL ADMISSION PRO HAC VICE,
PURSUANT TO PA.R.C.P.1012.1 AND PA.B.A.R. 301
William A. Despo, Esquire, who is authorized to make this verified statement on his
behalf, hereby declare:
1. I am a shareholder with the law firm of LeClairRyan, A Professional
and my office is located at One Riverfront Plaza, 1037 Raymond Boulevard, Sixteenth
Newark, New Jersey.
2. I am a member in good standing of the following jurisdictions: New Jersey
license number 11601976) (1976); U.S. District Court of New Jersey (1976); U.S.
District of New York (1976); U.S. Tax Court (1980); U.S. Court of Appeals, Third
(1995); U.S. Court of Appeals, Federal Circuit (2003); U.S. Court of Appeals, Ninth Ci
10142749.1
(2004); U.S Court of Appeals Eleventh Circuit (2005); and U.S. Court of Appeals for the
of Columbia Circuit (2005).
3. I have not been suspended, disbarred or otherwise disciplined by any court or
precluded or limited from practicing before any bar.
4. I am not the subject of any disciplinary proceedings.
5. I have not been previously admitted pro hac vice in this matter.
6. I have not applied for admission pro hac vice in any other pending actions in
Commonwealth of Pennsylvania. I have never been denied admission pro hac vice in
Commonwealth of Pennsylvania or any other court.
7. I will comply with and be bound by the applicable statutes, case law
procedural rules for the Commonwealth of Pennsylvania, including the Pennsylvania Rules
Professional Conduct.
8. I will submit to the jurisdiction of the Pennsylvania courts and the Pennsyl
Disciplinary Board with respect to acts and omissions during my appearance in the
captioned matter.
9. I have paid the fee required by 204 PA. Code 81.501 et seq. as reflected by
attached Exhibit 1, which is a June 15, 2012 letter from the Pennsylvania Interest on La
Trust Account (IOLTA) Board.
10. I consent to the appointment of Maureen A. Gallagher, Esq. of the law firm
McQuaide Blasko, 600 Centerview Drive, Suite 5103, Hershey, PA 17033, as my agent,
whom service may be made for all actions, including disciplinary actions that may arise out
the practice of law in the above-captioned matter.
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10154400.1
It. I state that the facts set forth in the foregoing declaration are true and correct to
the best of my knowledge, information and belief. This declaration is made subject to 18
C.S.A. § 4904 relating to unsworn falsifications to authorities.
Dated: July 11, 2012
Sworn and subscribed to
before me on this 11th day
of July, 2012.
"MGM COSTA
tOMMKORMNAM
COMMM50
Respectfully submitted,
William A. Despo, Esq.
LeClairRyan
One Riverfront Plaza
1037 Raymond Boulevard, Sixteenth Floor
Newark, New Jersey 07102
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10154400.1
EXHIBIT 1
6/15/2012 1:26 PM FROM: Fax TO: 919734913475 PAGE: 002 OF 002
r
S:?PRW:E COURT OF 1"r i:i-SYLVANIA
PENNSYLVANIA INTEREST ON
LAWYERS TRUST ACCOUNT BOARD
June 15, 2012
William A. Despo, Esq.
LeClair Ryan
One Riverfront Plaza
1037 Raymond Bvd.,
16TH fLOOR
Newark, NJ 07102
SENT TO William A. Despo VIA Fax: 973-491-3475
Dear Attorney Despo:
This letter serves as the fee payment certification referenced in 204 Pa Code §81.503 and
acknowledges receipt of the $200,00 fee paid by Check on this date related to your pursuit for
admission pro hac vice in the case identified as Data Vista, Inc., et al v. EM con IT, et al., no. 12-
3034, filed in the Court of Common Pleas of Cumberland County.
You should refer to Pa Rule of Civil Procedure 1012.1, local court rules, and other regulations of
204 Pa Code §81.501 et. seq. concerning additional requirements related to seeking pro hac vice
admission.
Sincerely,
Alfred J. Azen
Executive Director
cc: Gregory S. Thomas, Esq.
(973)491-3497
Pennsylvania Judicial Ccnta
bo I ConltnolnvealtL Avg., Stc, 2400
PO Box 62445, Han-isburg, PA 1/ 100-2445
717238-2001 • X88y'?PA-f0LTA (724-G5k?) 717;738-2003 F 1X
paiolWd:pacuurt;.os • w.titiv.paioita.or?
Adamustering Pciul,y1vanta's Interest On Lawyers Trust A(;coullt (101-TA) Progr;un
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By: MAUREEN A. GALLAGHER, ESQ.
magallagher@mqblaw.com
Identification No 53790
McQuaide Blasko
600 Centerview Drive, Suite 5103
Hershey, PA 17033
(717) 531-1199
DATA VISTA, INC., STEPHEN
GIFFORD and MARIA E, GIFFORD
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY -
CIVIL ACTION-LAW
PLAINTIFFS,
VS.
EMCONIT, MICHAEL J. GNAPP,
LOUIS MISIANO and MJG
CONSULTING, INC.,
DEFENDANTS.
2012 Term
Docket No.: 12-3034
Civil Term
JUDGE M.L. Ebert, Jr.
DECLARATION OF MAUREEN A. GALLAGHER, ESQ.
IN SUPPORT OF MOTION FOR SPECIAL ADMISSION OF
WILLIAM A. DESPO PRO HAC ME. PURSUANT TO
PA.R.C.P. 1012.1 AND PA.B.A.R. 301
Maureen A. Gallagher, Esquire, who is authorized to make this verified statement on
own behalf, hereby declares:
I submit this Declaration in support of the application for admission pro hac
of William A. Despo, Esq. to this Court for the purpose of appearing as counsel for defendants
this matter.
2. After reasonable investigation, I believe that William A. Despo, Esq. is
reputable and competent attorney, and recommend his admission before this court.
3. I am currently not acting as a sponsor for any other candidate in any courts
record in the Commonwealth of Pennsylvania.
4. I consent that the proceeds, if any, from the settlement of a cause of action
which William A. Despo, Esq. is granted admission pro hac vice shall be received,
distributed and accounted for in accordance with Rule 1.15 of the Pennsylvania Rules
Professional Conduct, including the IOLTA provisions thereof, if applicable.
5. I state that the facts set forth in the foregoing Declaration are true and correct
the best of my knowledge, information and/or belief. This declaration is made subject to 18 P
C.S.A. § 4904 relating to unsworn falsifications to authorities.
Respectfully submitted,
paa'cto'. 6'C, A
Maureen A. Gallagher, Esq. U
Identification No.:53790
McQuaide Blasko
600 Centerview Drive, Suite 5103
Hershey, PA 17033
(717) 531-1199
Dated: July 12, 2012
RUIAHIAL SEAL
ELIZABETH J WILSON
Notary Public
DERRY TWP, DAUPHIN COUNTY
M
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10154395.1 2
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11LED-O FILE
1,HE PROTHOWt3 T4F. ';'
2012 JUL 12 PM 3: 29
CUMB ?aND COUNTY
P 'N"SYLVANIA
McQUAIDE BLASKO, INC.
By: Maureen A. Gallagher, Esquire
Attorney I.D. No. 53790
magallagher@mgblaw.com
600 Centerview Drive, Suite 5103
Hershey, PA 17033
(717) 531-1199 (office)
(717) 531-1193 (fax)
Attorneys for Defendants,
EMCON IT, Michael Gnapp, Louis
Misiano and MJG Consulting, Inc.
DATA VISTA, INC., STEPHEN
GIFFORD and MARIA E. GIFFORD,
Petitioners
V.
EMCON IT, MICHAEL J. GNAPP,
LOUIS MISIANO and MJG
CONSULTING, INC.,
Respondents.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNA.
CIVIL ACTION - LAW
2012 Term - Civil
DOCKET No. 12-3034
PRAECIPE FOR ENTRY OF APPEARANCE
AS LOCAL COUNSEL
,)&_Jldl eu-ell
To: G g, PROTHONOTARY
PLEASE ENTER our appearance as local counsel on behalf of Defendants,
EMCON IT, LLC, Michael J. Gnapp, Louis Misiano and MJG Consulting, Inc., in the
above-captioned matter.
McQUAIDE BLASKO
Dated: ( l Z By. ?Yww_zl "
Maureen A. Gallagher, quire
L. D-y? k ILL.
2012 JUL 1 2 PH 3.3 0
CUMBERLAND CoUN1"Y
°ENNSYLVANIA
MCQUAIDE BLASKO, INC.
By: Maureen A. Gallagher, Esquire
Attorney I.D. No. 53790
magallagher@mgblaw.com
600 Centerview Drive, Suite 5103
Hershey, PA 17033
(717) 531-1199 (office)
(717) 531-1193 (fax)
DATA VISTA, INC., STEPHEN
GIFFORD and MARIA E. GIFFORD,
Petitioners
V.
EMCON IT, MICHAEL J. GNAPP,
LOUIS MISIANO and MJG
CONSULTING, INC.,
Respondents.
Attorneys for Defendants,
EMCON IT, Michael Gnapp, Louis
Misiano and MJG Consulting, Inc.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNA.
CIVIL ACTION - LAW
2012 Term - Civil
DOCKET No. 12-3034
AFFIDAVIT OF SERVICE
I, Maureen A. Gallagher, Esquire, attorney for the Defendants, EMCON IT,
Michael J. Gnapp, Louis Misiano and MJG Consulting, Inc., in the above-captioned
matter, after having been duly sworn according to law, deposes and says that a true
and correct copy of our Praecipe for Entry of Appearance as Local Counsel along with
a copy of the Motion for Special Admissions of Attorney William A. Despo Pro Hac Vic
was mailed by regular mail at the post office Hershey, Pennsylvania, postage prepaid
this 12th day of July, 2012, to the attorneys of record:
William A. Despo, Esquire
LeClair Ryan
One Riverfront Plaza
1037 Raymond Blvd., 16th Floor
Newark, NJ 07102
(Attorneys for Defendants)
Steven J. Fram, Esquire
Archer & Greiner, P.C.
One Centennial Square
Haddonfield, NJ 08033
(Attorneys for Plaintiffs)
Stephen Moniak, Esquire
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(Local Counsel for Plaintiffs)
Sworn to and Su s ' ed
before me this d
y
of Jujy-,"2012. n
McQUAIDE BLASKO
By:
Q
Maureen A. Gallagher
M
?l
ry Public
1Vu1ARIAL SEAL
ELIZABETH J WILSON
Notary Public
DERRY TWP., DAUPHIN COUNTY
my Commission Expires Oct 24, 2013
DATA VISTA, INC., STEPHEN COURT OF COMMON PLEAS
GIFFORD and MARIA E, GIFFORD OF CUMBERLAND COUNTY -
CIVIL ACTION-LAW
PLAINTIFFS,
2012 Term
vs. Docket No.: 12-3034
EMCONIT, MICHAEL J. GNAPP, Civil Term
LOUIS MISIANO and MJG
CONSULTING, INC.,
DEFENDANTS.
ORDER
AND NOW THIS 1?0 AIN day of 2012, it is hereby
ORDERED and DECREED that the Motion for Admission Pro Hac Vice is GRANTED, and
WILLIAM A. DESPO, ESQ., of LECLAIRRYAN, a Professional Corporation, with his office
located at One Riverfront Plaza, 1037 Raymond Boulevard, Sixteenth Floor, Newark, New
Jersey 07102, is hereby admitted pro hac vice for purposes of this matter.
BY THE COURT:
Hon. Judge M.L. Ebert, r.
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DATA VISTA, INC.,
STEPHEN A. GIFFORD, AND
MARIA E. GIFFORD,
PLAINTIFFS
V.
EMCON IT, MICHAEL J. GNAPP,
LOUIS MISIANO, AND
MJG CONSULTING, INC.,
DEFENDANTS
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 12-3034 CIVIL
IN RE: PETITION FOR ISSUANCE OF SUBPOENA TO TAKE DEPOSITION
PURSUANT TO 42 PA.C.S 55326
ORDER OF COURT
AND NOW, this 18th day of July, 2012, upon consideration of Plaintiffs' Petition
for Issuance of Subpoena to take Deposition pursuant to 42 Pa.C.S.A. §5326, the
Defendants' response thereto and after oral argument;
IT IS HEREBY ORDERED AND DIRECTED that the Petition for Issuance of
Subpoena to take Deposition is GRANTED. The Court hereby orders issuance of a
subpoena directed to Essintial Enterprise Solutions, 100 Sterling Parkway, Suite 100,
Mechanicsburg, Pennsylvania, 17050, requiring the attendance of its corporate
designee at a deposition to be conducted under the Pennsylvania Rules of Civil
Procedure at the law office of Rhoads & Sinon LLP, One South Market Square, P. O.
Box 1146, Harrisburg, Pennsylvania, 17108-1146 on or before September 21, 2012.
IT IS FURTHER ORDERED AND DIRECTED that any information or docume
obtained by the Plaintiff during conduct of this deposition shall not be disclosed to any
third party without the express permission of this Court.
? Stephen Moniak, Esquire
Attorney for Plaintiffs
? Gregory S. Thomas, Esquire
Attorney for Defendants
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By the Court,