Loading...
HomeMy WebLinkAbout06-12-12 (2)nrn~^~~r~-, r}c~r,~, ~!' ~:r: ~ ~ it l~ ~ 7 ~~ .~~= ~ ~~ ~, . __. :; ,~ ~~ r CUMB~~ +~.r~kD C~)., PA IN RE: ESTATE OF LOTTIE IVY DIXON Deceased IN RE: ESTATE OF GEORGE F. DIXON, JR Deceased IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-07-0686 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 2 I -1994-0754 OBJECTIONS OF GEORGE F. DIXON, III AND RICHARD E. DIXON TO AUDITOR'S REPORT AND RECOMMENDATIONS Pursuant to C.C.O.C.R. 8.7-2, George F. Dixon, III and Richard E. Dixon (the "Brothers"), file the following objections to the Auditor's Report and Recommendations filed on May 24, 2012. 4641848 trJ~'~ I. Introduction/Objections A. Conclusions of Law The Brothers object to the Auditor's Conclusion of Law No. 1 and other conclusory statements that the conduct of the Brothers in this litigation was dilatory, obdurate and vexatious, and his recommendation of an award of $73,357.50 in attorneys' fees to the Estate. The Auditor's conclusions are: • arbitrary and capricious • not supported by facts • not supported by sufficient findings of fact • without a reasonable basis • contrary to objective evidence ofrecord and, therefore, clearly erroneous. In addition, the Auditor fails to make specific findings with regard to the credibility and weight of evidence, including hearing testimony, exhibits and evidence ofrecord -making it impossible for the Court to properly evaluate the Auditor's Report findings and conclusions. The Auditor seemingly adopts in wholesale fashion large sections of the Executor's counsel's testimony and the Executor's proposed findings without the slightest scrutiny. At the same time, the Auditor arbitrarily disregards objective record evidence that both discredits the Executor's assertions and provides a reasonable basis for both the Brothers' missing assets objection and the Petition for Appointment of Administrator Pro Tem Pursuant to 20 Pa. C.S. § 4301 filed on February 12, ?010 (hereafter "Petition"). Moreover, the Auditor reaches conclusions not supported by evidence ofrecord but, rather, based on unfounded assumptions, speculation and conjecture. For all of these reasons, as discussed in more detail below, the Auditor's 4641848 2 Recommendation to impose a sanction against the Brothers in the form of an award of attorneys' fees should be rejected. The Auditor's conclusions and recommendations in this regard misapply existing law and demonstrate a manifestly unreasonable judgment. The Brothers object to Conclusion of Law No. 4 which states that their request for dismissal of the Executor's motion for attorney fees is waived. The request for dismissal was not waived -the motion was specifically raised and denied by the Auditor at the hearing (Tr. p. 102). In addition, the motion to dismiss was reasserted in the Brothers' Proposed Findings of Fact and Conclusions of Law at p. 19. B. Findings of Fact The Brothers also object to many of the Auditor's numbered Findings of Fact. In general, those "findings" represent little more than wholesale adoption of the Executor's proposed findings. The Auditor arbitrarily and completely disregards the Brothers' Proposed Findings of Fact and Conclusions of Law. Further, the Auditor arbitrarily disregards objective evidence of record, including the QTIP Trust Account, that contradicts and disproves key financial "facts" the Auditor adopted from the Executor, see especially Auditor's Findings Nos. 124-131. For example, the QTIP Trust Account (verified and filed in January 2009) shows that "Fees and Professional Services [$875,000]" as shown on Executor's Exhibit 11B (the "Cash Flow Summary") should not be deducted from Lottie Dixon's net QTIP income. See QTIP Account, Disbursements, pp. 250-283. For that reason and because of several other errors, Executor's Exhibit 11 B is, therefore, incorrect in its statement of "Total Income." The Brothers specifically object to the following Findings of Fact: 56. The Brothers did advance their position that substantial assets of Lottie Dixon were "significantly depleted as part of a pattern of conduct engaged in by the 4641848 3 Executor to benefit himself...." See Brothers' Proposed Finding 58; Executor's Exhibits 3E and SB. 57-58. The Executor could not simply state whether a transfer of decedent's assets to him or for his benefit was a "gift." There must be clear and independent proof to establish that such transfers were valid inter vivos gifts. 63. It is unreasonable to suggest that because Marshall Dixon produced certain statements for a single brokerage account that proves "Lottie had not transferred any $500,000 brokerage account to him." 77. The Auditor mischaracterizes the purpose of the Petition and the nature of the conflict of interest. See Footnote 1, itzfra, p. 10. 78. The allegations in the Petition do not "contradict" a "counseled concession" -see Discussion infra, p. 12. 80. The Brothers did not "change their legal theory." There had always been a claim that assets were missing from the Estate and not accounted for -- going back to the account objection itself. 89-90. It is not a reasonable or fair reading of the Exhibit List and it is absurd to suggest that the Brothers were contending that each and every check "represented the assets that were missing from the Estate." 93-94. It is not true that the Brothers "never suggested that the Executor engaged in any improper transactions with Lottie during her lifetime." See above regarding No. 56 and Exhibits 3E and SB. 4641848 4 1 15. The Executor could not establish valid inter vivos gifts by clear and independent evidence. Since there was a confidential relationship it vas also the Executor's burden to prove the absence of undue influence, theft, deception. and fraud. 118-131. See Discussion infra, pp. 7-9. 132-136. These are conclusory statements without support and not appropriate findings of fact. II. Applicable Leal Standards An award of counsel fees as a sanction against a litigant pursuant to 42 Pa.C.S. § 2503 (7) is an exceptional remedy. The Superior Court recently vacated the imposition of counsel fees against an estate while noting that "Section 2503 (7) is severely limited in its scope." In re Estate of Miller, 18 A.3d 1163, 1174 (Pa. Super. 2011). Since the statute sets forth an exception to the common law rule that litigants are responsible for their own counsel fees, it must be interpreted narrowly. See Cher-Rob, Inc. v. Art Monument Co , 594 A.2d 362 (Pa. Super. 1991). The aim of the statute permitting recovery of counsel fees is to "sanction those who knowingly raise in bad faith, frivolous claims which have no reasonable possibility of success, for the purpose of harassing, obstructing or delaying the opposing party." Dooley v. Rubin, 422 Pa. Super. 57, 618 A.2d 1014, 1018 (1993). It is the burden of the party seeking counsel fees under Section 2503 to prove (by sufficient evidence) that an adversary engaged in dilatory, obdurate and vexatious conduct. Wrazien v. Easton Area Sch. Dist. 926 A.2d 585 (Pa. Commw. 2007). In order to find a litigant's conduct warrants sanction under Section 2503 (7), two se arate findings must be made: 1) the lawsuit (or pleading) was filed, or the litigation was continued, without sufficient grounds in 4641848 either law or in fact; and 2) the suit served the sole purpose of causing annoyance. Old Fore Sch. Dist. v. Highmark Inc., 592 Pa. 307, 924 A.2d 1205 (Pa. 2007). In this estate litigation, the Auditor has essentially singled out the filing of the Brothers' Petition on February 12, 2010, as the basis for a finding of "vexatious conduct." However, it is not the case that the Petition had no reasonable possibility of success and there is absolutely no evidence to support a finding that the Petition was filed for the sole purpose of harassing or causing annoyance. Therefore, under Pennsylvania case law the Auditor's conclusion must be rejected. III. Discussion THE PETITION HAD A REASONABLE AND SUFFICIENT BASIS IN FACT. The records and discovery documents in this case, both formal and informal, reflect hundreds, if not thousands, of transactions involving Marshall Dixon and assets of the decedent - including the joint checking account, brokerage accounts, credit card accounts, the Rev Trust - as a result of which Marshall received funds directly or they were paid for his benefit. The executor of an estate has the fiduciary obligation and duty to investigate, and where appropriate recover, transfers of decedent's assets where the circumstances surrounding those transfers are called into question. Here, the Brothers placed those transactions and transfers at issue. It is not sufficient for an alleged donee such as Marshall to simply suggest there were "gifts." Marshall, as both alleged donee of decedent's assets and executor of the estate, was in a "position of conflicting interest" to fully and fairly investigate himself and those transactions. That was the statutory basis for filing the Petition pursuant to 20 Pa. C.S. § 4301: to have a temporary fiduciary complete the investigation into the transfers of decedent's assets to or for the benefit of Marshall. 4641848 6 It was not unreasonable to file the Petition on February 12, 2010 after waiting for additional records and after a forced change in Brothers' counsel. Discovery -production of certain of Marshall's brokerage statements -was only concluded in December 2009. Even then, however, Judge Oler's order of November 25, 2009 compelling production of all of Marshall's account statements for any and all brokerage accounts was never fully complied with. Nevertheless, the extent of the transactions (involving Marshall) reflected in the records and documents that were made available together with the apparent depletion of estate assets despite Lottie's frugal existence called for the appointment of an Administrator Pro Tem. In addition, based upon information from the QTIP Account (of record January 2009), raw data from the Rev Trust (October 2009) and other general information regarding Lottie's income and expenses, there was objective evidence to suggest estate assets were missing and/or not accounted for. THE BROTHERS TAKE PARTICULAR EXCEPTION TO THE AUDITOR'S FINDINGS OF FACT 118-131. At the hearing on the executor's motion, the Auditor admitted into evidence -over objection -Executor's Exhibit 1 1 A (Candy Dixon's Cash Flow 1994 through June, 2007)(the "Cash Flow Summary" or "Summary"). The Cash Flow Summary had been a Proposed Exhibit of the Brothers for the original hearing on the account objections. However, it was never used or introduced at that hearing and never admitted into evidence. It was not part of the record in this case. There was and has been absolutely no testimony regarding the Summary: it was never authenticated; it was never established who, how and why it was prepared; there was no foundation laid; there was no hearsay exception established. Nevertheless, the Auditor admitted the Summary at the request of the Executor at the hearing on February 24, 2012 -clear error by 4641848 7 the Auditor -and the Auditor, to a large extent, "hangs his hat" on this document in rendering his Report. Not only did the Auditor allow introduction of the Summary, he then permitted the Executor's counsel -again over objection - to make assumptions as to the nature and source of information appearing on the Summary as well as the meaning and substance of terms and headings used. To further compound the error, the Auditor then permitted counsel to offer "corrections" to the Summary based upon her own misinterpretation of data --resulting in Exhibit 11B, which was also admitted over objection. In the face of an incorrect and misleading Cash Flow Summary as depicted on Exhibit 11 B, the Brothers set forth detailed Proposed Findings of Fact 80-100 in order to provide accurate figures, necessary background information and explanation. The Brothers' Proposed Findings -see especially 85-95 -are based upon objective evidence of record, the QTIP Account of January 2009 (and the Revocable Trust Account) and must be accepted in order for the Cash Flow Summary to be true and accurate. The Auditor, however, completely disregards and fails to even acknowledge the Brothers' Proposed Findings. Rather, in his Findings of Fact 118-131, the Auditor accepts wholesale the obviously and objectively incorrect assumptions and figures used by the Executor's counsel. The Auditor arbitrarily and erroneously accepts and relies upon Exhibit 11 B despite objective proof from the QTIP Account that demonstrates its inaccuracies. The Auditor arbitrarily and erroneously accepts representations asserted by the Executor that have no basis in fact and no foundation - e.g. the meaning of "Stocks and Funds" in the Cash Flow Summary. (See Auditor's Finding 130). While the Executor certainly wants Exhibit 11 B considered, he disputes any attempt to clarify data or references to the QTIP Account that would render it accurate. The Executor would 4641848 8 rather have the Court simply accept the testimony of his counsel regarding a document she did not prepare and the faulty Cash Flow Summary depicted in Exhibit 11 B than to have it correctly revised in accordance with the QTIP Account (evidence of record). The Summary does not even account for distributions from the Revocable Trust that would substantially raise Lottie Dixon's average annual income (by approximately $100,000). How the original Cash Flow Summary is interpreted by the Executor and what his counsel thinks should be reflected by the descriptive headings is completely irrelevant. The data speaks for itself. The Brothers stand by their Proposed Findings based on QTIP fact as necessary corrections to the Summary. Nevertheless, even with its many mistakes and slanted in the Executor's favor, Exhibit 11 B still suggests there maybe missing assets of almost $200,000. Taken together with the fact that there were hundreds or thousands of unexplained transactions involving transfers of decedent's assets to and/or for the benefit of Marshall at the time the Petition was filed, there was more than a reasonable basis to file the Petition. Furthermore, the Brothers anticipated that an evidentiary hearing on the Petition would be conducted - at which they might further develop evidence in support of the Petition in a forum where they would be able to support the Petition free from the unreasonable constraints imposed by the Auditor on their ability to present evidence at the hearing on the objections. The Auditor's view of the case, including his ruling that transactions/checks from the joint account were immediate gifts to Marshall and not relevant, made it virtually impossible for the Brothers to advance their theory that Marshall could not prove valid inter vivos gifting and could not prove that he acted in the best interests of Lottie while under the duty of a confidential relationship. 4641848 9 The critical issue here for purposes of this motion is not whether the Brothers proved that Marshall defrauded Lottie Dixon but whether there was a reasonable basis to file the Petition in light of evidence that supported the likelihood of missing assets in conjunction with the Executor's inability to investigate the transfers of assets to and/or for his benefit. THE PETITION HAD A REASONABLE AND SUFFICIENT BASIS IN LAW. The Petition was filed on the basis of the history and language of the statute itself (20 Pa. C.S. ~ 4301) where the fiduciary is in a "position of conflicting interest." With respect to the transfers of decedent's assets to and/or for his benefit, Marshall obviously had a conflict of interest to investigate himself .The Brothers did not seek the wholesale removal of Marshall as Executor but rather the temporary appointment of a neutral fiduciary who could resolve this portion of the case - as contemplated by 20 Pa. C.S. § 4301. The Brothers have previously pointed the Court to Pennsylvania cases supporting the appointment of an Administrator Pro Teen under analogous circumstances. For example, in Francis Estate, 11 Fiduc. Rep. 2d 52 (O.C. Allegh. 1985), an administrator pro tem was appointed to investigate and track down checks and other assets of the estate because of a conflict of interest on the part of co-administrators even though objections to an account had been pending for two years. This case is nothing like Thunberg v. Strause, 545 Pa. 607, 682 A.2d 295 (1996); Miller v. Nelson, 768 A.2d 858 (Pa. Super.), appeal denied, 782 A.2d 547 (Pa. 2001); or In re Estate of Liscio, 638 A.2d 1019 (Pa. Super.), appeal denied, 652 A.2d 1324 (Pa. 1994), where clearly baseless claims against well-settled law were filed and pursued despite knowledge that they had no legal merit. Nor is this a case like Wrazien v. Easton Area School District, 926 A.2d 585 (Pa. Commw. 2007) where the defendant continued to assert "meritless defenses" that had previously ~ The Auditor leas regularly mischaracteriaed the basis of the Petition as "an alleged conflict of interest between Marshall and Lottie" (.Auditor's Finding 77). The basis of the Petition, however, was Marshall's position of conflicting interest as both Executor and alleged donee of decedent's assets. 4641 ft4R 1 0 been found to lack merit by both the trial court and the Commonwealth Court prior to trial, or Simmons v. City of Philadelphia, 471 A.2d 909 (Pa. Commw. 1984), where "entirely meritless defenses" were again asserted despite ample warning from the court and in the face of prior decisions rejecting those defenses. The Petition here was not presented in the face of settled law or in contravention of clear court rulings that it was without merit. To the contrary, the Petition was filed consistent with the purpose of the statute. There are but a handful of cases interpreting the appointment of an administrator pro tem and those few cases supported the filing of the Petition. Moreover, there were no prior court rulings holding the Petition to be devoid of merit. In fact, when the Petition was ultimately denied, it was denied on the basis that it would cause delay, not that it was frivolous or lacking in merit. THERE HAS BEEN NO FINDING AND NO EVIDENCE TO SUPPORT A FINDING THAT THE PETITION WAS FILED FOR THE SOLE PURPOSE TO HARASS OR CAUSE ANNOYANCE. The Petition was filed to request the appointment of an administrator pro tem who could complete investigation of the transfers of decedent's assets and determine whether Marshall misappropriated assets - a duty of the Executor that Marshall could not fulfill. The Auditor, however, attempts to find fault with the timing of the Petition and assign some ulterior motive to the Brothers. In so doing, the Auditor impermissibly engages in speculation and conjecture and makes assertions contrary to the facts of record: • The Petition itself set forth that the Brothers had not previously been advised regarding the possible appointment of an administrator pro tent by their prior counsel (Petition ¶ 52). While acknowledging this fact (see Report p. 35), the Auditor, nevertheless, unfairly chastizes the Brothers for not filing the Petition 4641848 sooner (see Report, e.g. p. 29). The fact is that the Brothers were simply not aware of the option of tiling a Petition under 20 Pa. C.S. § 4301 until the Obennayer attorneys entered the case in late January 2010. Therefore, the fact that the Petition was not filed until February 2010 cannot be used to ascribe bad faith on the part of the Brothers or to claim that there was a lack of a reasonable basis to tile. Moreover, it cannot be used to assert that tiling the Petition could be viewed "as reflecting a material purpose to annoy Marshall," as the Auditor suggests. (Report p. 28). • The Auditor also somehow assigns culpability to the Brothers because they "chose to discharge their former attorneys" (Martson Law Offices). (Report p. 27). The record is clear, however, that Martson filed a Petition to withdraw their representation based on an undisclosed conflict of interest. (See Petition to Withdraw as Counsel filed December 10, 2009). The evidence is clear, therefore, that the withdrawal of Martson was not "the choice of the Brothers," contrary to the Auditor's statement on p. 27. There is absolutely nothing in the record to support the Auditor's conclusion that the Brothers "voluntarily discharged" Martson such that they should bear responsibility for all that transpired thereafter. • The Auditor next faults the Brothers alleging that they "decided to renege on their counseled concession that their mother was not subject to incapacity or undue influence during her lifetime." (Report p. 27). There are a number of problems with this statement. First, the "concession" was alleged to have been made by Martson and it would have been made shortly before their withdrawal from the case. The Brothers were not aware of any such concession at the time it was made 4641848 1 2 and certainly did not authorize it or consent to it. They could not take steps to refute a concession they had no knowledge of -certainly not prior to the filing of the Petition. Second, even if the concession was made, an allegation in the Petition that Lottie's "mental health began to deteriorate in 1999" does not demonstrate a "reneging" on the concession. (Report p. 28). Third, and most importantly, as the Auditor found in his original report, a confidential relationship existed between Marshall and Lottie. As a result, as the alleged donee of lifetime transfers of Lottie's assets, it was Marshall's burden to prove the absence of undue influence or incapacity. See Estate of Clark, 467 Pa. 628, 359 A.2d 777 (1976); Estate of Buriak, 342 Pa. Super. 371, 492 A.2d 1166 (1985). Thus, the "counseled concession" is not material to a determination of the validity of intey~ vivos transfers received by Marshall. There is nothing "vexatious" in the Brothers' argument about the concession. • The Auditor seeks to find support for sanctioning the Brothers on the basis of the fact that "they never made any attempt to challenge the probate of [Lottie's] Will." (Report p. 28). However, the potential grounds for challenge to probate and the bases for the filing of the Petition because of the executor's "position of conflicting interest" do not necessarily have anything to do with one another. There could have been many reasons not to challenge probate. Moreover, the Brothers did not realize and could not have known the extent of the alleged gifting of Lottie's assets to Marshall -and so the extent of Marshall's position of conflicting interest - at the time of probate or even at the time of the estate accounting. Furthermore, the point of the Petition was not to challenge Lottie's 4641848 1 3 capacity but to establish that Marshall was in a position of a confidential relationship that required scrupulous adherence to the best interests of Lottie. See Estate of Clark; Estate of Buriak. The Auditor's big question as to why the Brothers did not raise objections at the probate level (including Lottie's capacity) is not the "smoking gun" the Auditor apparently believes it is. Rather, the Auditor is again disregarding the facts, speculating and attempting to draw an unsupportable adverse inference. • The Auditor suggests particular fault with the Brothers' contentions "where the Brothers had full and direct access to information in their roles as co-trustees of the QTIP Trust... to establish, to all reasonable satisfaction, that the Executor did not defraud their mother or fail to include assets in the Estate Accounting," citing Thunberg v. Strause and Miller v. Nelson. (Report 29-30). Once again, the Auditor engages in speculation and makes a manifestly unreasonable judgment. The Brothers' access to information in their roles as co-trustees of the QTIP Trust had nothing to do with knowing whether the countless transactions using the joint account funds, the brokerage accounts or credit card accounts were legally valid inter vivos gifts - or reflected abuse of a confidential relationship. While the QTIP Account information is of great value to determine that there were assets missing, it would be of little, if any, help to evaluate inter vivos transfers involving other accounts to establish whether Marshall defrauded Lottie or failed to account for those assets. There is no objective evidence in this case to prove that Marshall did not defraud or failed to include assets such that there was no reasonable basis to 4641848 1 4 file the Petition or to suggest that the Petition was completely devoid of merit. The reference to Thunber~ and Miller is misplaced. Unlike Thunber;;, here there does not exist sufficient evidence of record for Orphans' Court to find that the Petition had no supportable basis in law or in fact and that it had no reasonable possibility of success. This is especially true because the Brothers acted pursuant to statute and cited at least one case (Francis Estate) where, under analogous circumstances, an administrator ps~o tem was appointed more than two years after objections to an account. Moreover, contrary to the Auditor's Report, the information available to the Brothers, including the QTIP Account, provided a reasonable basis to support the allegations of the Petition that there was an unexplained depletion of estate assets, that there were substantial transactions involving Lottie's funds and accounts that resulted in missing assets. Furthermore, the Auditor failed to make either sufficient or supported findings of fact necessary to reach a conclusion of dilatory and vexatious conduct. The Auditor seeks to hold the Brothers "responsible" for events occurring after February 9, 2010, primarily the filing of the Petition. There is no specific finding, however, and absolutely nothing of record to support a finding, that the Petition was filed solely for the purpose of annoyance or delay. The Auditor does suggest that there was delay in the easel rior to February 9, 2010, but did not find sanctionable conduct sufficient to impose attorneys' fees. And while the Auditor reaches beyond fact and reason and offers speculation that because the Brothers did not challenge probate the tiling of the Petition may have been for the purpose of annoyance, such baseless conjecture cannot support an award of attorneys' fees. The Auditor repeatedly finds fault with the Brothers for not having advanced allegations such as those set out in the Petition until 2% years after Lottie's death -despite the fact that the 4641848 15 Brothers did not have sufficient information at the time of her death - and sanctions them for advancing "unsupportable" allegations. The Auditor is blinded by his view of the case that the Brothers failed to prove that the Executor misappropriated assets or gained benefit from the estate by theft, deception or fraud. However, the Auditor has found in this case (in the original Report) that a confidential relationship existed between Marshall and Lottie. As a result, under Pennsylvania law, it is actually Marshall's burden to prove the validity of inter vivos receipt of Lottie's assets and the absence of undue influence. The Auditor chooses to completely disregard this circumstance in his analysis. The Auditor wholly adopts the Executor's Proposed Findings without question, without evaluating the reasonableness or veracity of the statements, without evaluating the credibility of the statements made or the documents relied upon, and without making specific findings on credibility -providing no basis for the court to make an informed adjudication of the Auditor's Report and Recommendations. As outlined above, the Auditor's Conclusion of Law No. l and the related discussion at pp. 27-31 indicates the absence of a rational connection between facts/evidence of record and the conclusions reached. Conclusion No. l is not supported by adequate findings of fact. Rather, it is based on speculation and conjecture and should be rejected. IV. Conclusion For all of the above reasons, the Auditor's Recommendation of an award of attorneys' fees to the Executor in the amount of $73,357.50 is in error and should be rejected. 4641848 16 Date: June 12, 2012 OBERMAYER REBMANN MAXWELL & HIPPEL LLP R BY: Walter W. ohen, Esquire Attorney ID # 12097 Kevin J. Kehner, Esquire Attorney ID # 33539 200 Locust Street, Suite 400 Harrisburg, PA 17101 717-234-9730 717-234-9734 (fax) Counsel, for George F. Dixon, III and Richard E. Dixon 4641848 1 7 CERTIFICATE OF SERVICE I, KEVIN J. KEHNER, certify that on this date, I have served a true and correct copy of the foregoing Objections to Auditor's Report and Recommendations by first-class mail, addressed as follows: Elizabeth P. Mullaugh, Esquire Kimberly M. Colonna, Esquire McNEES, WALLACE & NURICK 100 Pine Street P.O. Box 1 166 Harrisburg, Pennsylvania 17108-1166 Mark D. Bradshaw, Esquire STEVENS & LEE Harrisburg Market Square 17 North Second Street, 16`I' Floor Harrisburg, Pennsylvania 17101 Date: June 12, 2012 4641848 1 g Daniel L. Sullivan, Esquire SAIDIS, SULLIVAN & ROGERS 26 West High Street Carlisle, Pennsylvania 17013 Wayne F. Shade, Esquire 53 West Pomfret Street Carlisle, Pennsylvania 17013 Kevin . Kehner, Esquire