HomeMy WebLinkAbout12-4949'J
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PENN PRODUCTS CORPORATION,
Plaintiff
V.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Civil Action - Law
SANDRA L. McCORKEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and No. "f`
MEGAN SWOPE
Defendants
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth
in the following pages, you must take action within twenty (20) days after this complaint and
notice are served, by entering a written appearance personally or by attorney and filing in writing
with the court your defenses or objections to the claims set forth against you. You are warned
that if you fail to do so the case may proceed without you and a judgment may be entered against
you by the court without further notice for any money claimed in the complaint or for any other
claim or relief requested by the plaintiff. You may lose money or property or other rights
important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT
HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE
ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY
OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO
FEE.
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166
fS
PENN PRODUCTS CORPORATION,
Plaintiff
V.
SANDRA L. McCORKEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and
MEGAN SWOPE
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Civil Action - Law
No. 11 - 6 Zl-K C
COMPLAINT
NOW COMES the Plaintiff, by and through its counsel, Marvin Beshore, Esquire, and for
its complaint states:
PARTIES
1. Plaintiff, Penn Products Corporation (hereinafter "PPC"), is a business corporation
organized and existing under the laws of the Commonwealth of Pennsylvania. PPC is in the
business of real estate development as the developer of the White Rock Acres development in
Monroe Township, Cumberland County, Pennsylvania, where it maintains its offices at 1369
Swope Drive, Boiling Springs, Pennsylvania.
2. Defendant, Sandra L. McCorkel (hereinafter, "Defendant McCorkel"), is an adult
individual who maintains a residence at 675 Valley View Drive, Boiling Springs, Cumberland
County, Pennsylvania. She was a director of PPC from 1979 until April 25, 2012. She was also
an officer and employee of PPC from approximately May 1979 until April 25, 2012. She was
president, secretary, and treasurer of PPC from April 12, 2006, until April 25, 2012, and was the
sole officer of PPC from April 12, 2006, until April 27, 2011, when Defendant John D. Swope
became vice president. She is the sister of Defendants Gregory R. Swope and John D. Swope,
the sister-in-law of Defendant Megan Swope, and the daughter of Joyce L. Swope and Richard L.
Swope.
3. Defendant, Gregory R. Swope (hereinafter, "Defendant G. Swope"), is an adult
individual who maintains a residence at 1469 Kuhn Rd., Boiling Springs, Cumberland County,
Pennsylvania. He was a Director of PPC from April 10, 1990, or earlier, until April 25, 2012.
Defendant G. Swope is the brother of both Defendant McCorkel and Defendant John D. Swope,
and he is the brother-in-law of Defendant Megan Swope. Defendant G. Swope is also the son of
Joyce L. Swope and Richard L. Swope.
4. Defendant, John D. Swope (hereinafter, "Defendant J. Swope"), is an adult individual
who maintains a residence at 28 Summer Drive, Dillsburg, York County, Pennsylvania. He was
a director of PPC from April 14, 1992, until April 25, 2012. Defendant J. Swope is the husband
of Defendant Megan Swope., the brother of both Defendant G. Swope and Defendant McCorkel,
and the son of Joyce L. Swope and Richard L. Swope.
5. Defendant, Megan Swope (hereinafter,"Defendant M. Swope"), is an adult individual
who maintains a residence at 28 Summer Drive, Dillsburg, York County, Pennsylvania. She
became a director of PPC on., or about January 7, 2003, and remained a director of PPC until
April 25, 2012. Defendant M. Swope is the wife of Defendant J. Swope and is the sister-in-law
of both Defendant G. Swope and Defendant McCorkel.
BACKGROUND
6. PPC was formed in 1927 and the Commonwealth issued letters patent on January 7,
1928.
7. PPC's Stock Transfer Ledger reveals that Joyce L. and Richard L. Swope, together,
received 100 shares of PPC stock (Certificate No. 19) on July 2, 1968. At a Special Meeting of
PPC's Board of Directors on January 30, 1991, Joyce L. Swope, "informed the directors that
2
Mary E. Kuhn has given her approval to transfer her stock shares to members of her family in
equal amounts to Richard L. and Joyce L. Swope, Ronald B. and Kathleen L. Kuhn, and to
Douglas Horick and David :Horick." The Minutes of that 1991 meeting go on to state,
Joyce Swope informed the directors that A.S. Kuhn has had an agreement with her
regarding the transfer of his stock, which was signed over to her and Richard L.
Swope for an agreed upon sum back in 1985. After some discussion, Gregory
Swope made a motion to void stock certificate No. 25 for 5,000 shares in the
name of A.S. Kuhn, and to issue new stock certificate No. 42 for 5000 shares in
the name of Richard L. And Joyce L. Swope. Sandra McCorkel seconded the
motion and it was unanimously carried.
There appears to be no documentation to substantiate Joyce L. Swope's assertion and the transfer
does not appear on PPC's Stock Transfer Ledger, but PPC's undated List of Stockholders reveals
that Richard L. and Joyce L. Swope were considered the owners of 8,545 shares out of 25,000
shares of PPC stock that were issued and outstanding.
8. On April 9, 2002., the directors of PPC held several special directors' meetings. At
one such meeting, the shares Joyce L. and Richard L. Swope owned together were transferred to
Joyce L. Swope, solely. At another special directors' meeting on the same date, Joyce L. Swope
transferred one-third of those shares to each of her three children: Defendant McCorkel,
Defendant G. Swope, and Defendant J. Swope. There is no indication of this transaction in the
PPC Stock Transfer Ledger, but an undated List of Stockholders reveals that PPC considered
Defendant McCorkel to be the owner of 2,849 shares, Defendant G. Swope to be the owner of
2,848 shares., and Defendant J. Swope to be the owner of 2,848 shares of PPC stock.
9. Joyce L. Swope became both a director of PPC and its president in, or about, 1980. In
May 1997, she suffered a stroke. At a meeting of the Board of Directors on July 15, 1997, PPC
accepted her "retirement from the corporation," but she remained on the Board of Directors and
3
retained the "honoary" [sic] title of president. Upon the advice of counsel, her retirement was
made retroactive to December 31, 1994. Joyce L. Swope remained a director and president of
PPC until 2005. Despite her retirement, Joyce L. Swope continued to receive a salary and/or real
estate commissions from PPC until at least early 2005. Payments to her after July 15, 1997,
included at least the following: $10,000 on November 25, 2002, for a "back commission," and
$64,600 (less employee deductions) interspersed throughout the period between July 15, 1997,
and January 12, 2005.
10. At all times relevant to this action, Joyce L. Swope was married to Richard L.
Swope, who was an officer and director of PPC beginning in the 1970's. He remained an officer
and director of PPC until sometime between July 9, 2002, and January 7, 2003.
11. From the 1980's until April 25, 2012, Joyce L. Swope, Richard L. Swope, and the
defendants were the only persons who were officers, directors, or employees of PPC.
12. In addition to being a director of PPC since 1979, Defendant McCorkel was an
officer and employee of PPC from in, or about, January 1980, until April 25, 2012. The Board of
Directors set her wages at Twenty Dollars ($20.00) per hour on April 9, 2002, and her wage rate
remained at that level until her discharge effective April 25, 2012.
13. PPC was initially a natural resources company, selling clay and timber from a large
holding of real estate primarily in South Middleton and Monroe townships, Cumberland County,
Pennsylvania. In the 1970's, PPC subdivided and began developing a large portion of its land for
single family homes in Monroe Township. It named the subdivision, White Rock Acres. As of
February 17, 2011, PPC also owned three undivided tracts of land near the White Rock Acres
development, including one consisting of more than 800 acres.
4
14. At least between 1982 and 2012, in addition to their corporate wages as officers,
directors, and/or employees, Joyce L. Swope and/or Defendant McCorkel claimed a commission
of 10% of the sale price on each parcel of land PPC sold.
15. Neither Joyce L. Swope, nor Defendant McCorkel ever possessed a valid license to
sell real estate in Pennsylvania.
16. As of December 31, 2010, PPG's "Accounts Payable" showed real estate
commissions owed to Joyce L. Swope totaling $94,836, which had accrued between 1982 and
1996. As of December 31, 2010, PPC's "Accounts Payable" showed commissions owed to
Defendant McCorkel totaling $35,360 plus a commission of $7,000 on "lot # 146." In addition
to the real estate commissions said to be owed from prior years, Defendant McCorkel had paid
herself real estate commissions totaling $83,779 between January 22, 2003 and April 25, 2012.
She had also paid herself a $10,000 real estate commission on November 25, 2002.
17. As of December 31, 2007, PPC's "Accounts Payable" showed "back wages" owed to
Joyce L. Swope totaling $135,800 and "back wages" owed to Defendant McCorkel totaling
$360,432.
18. On February 17, 2011, PPC sold its 800+ acre tract to the United States of America
for $3,140,000. There was no communication from management to shareholders concerning this
sale or the use of the sale proceeds. The minutes of the Board of Directors' meetings, both
before and after this 2011 transaction, reflect no discussion of distributing any of the proceeds to
shareholders through payment of a dividend and no dividends were paid between the February
17, 2011 closing and April 25, 2012.
19. After the February 11, 2011, closing, however, management of the Corporation has
made payments totaling more than $647,000 to Defendant McCorkel, Defendant J. Swope, and
Defendant G. Swope. Those payments include the following:
a. On March March 7, 2011, Defendant McCorkel paid $100,318, less employee
withholdings, out of PPC's funds to her brother, Defendant G. Swope. Defendant
McCorkel caused the corporation to report that payment as employee/"W-2" income, but
Defendant G. Swope was not an employee of PPC in 2011 and had not been an employee
of PPC during the three (3) years before payment of said $100,318.
b. On March 25, 2011, Defendant McCorkel paid $100,318, less employee
withholdings, out of PPC's finds to her brother, Defendant J. Swope. Defendant
McCorkel caused the corporation to report that payment as employee/"W-2" income, but
Defendant J. Swope was not an employee of PPC in 2011 and had not been an employee
of PPC during the three (3) years before payment of said $100,318.
c. In March 2011, Defendant McCorkel paid to herself more than $446,032,
including $401,032 on March 23, 2011, for "back pay/commissions from 1995," and
$45,000 on March 7, 2011 to "repay loan" and "back pay." Those payments included the
uncollectible $360,432 in alleged wages, which were listed as accounts payable as of the
end of 2007, more than three years before the payment was made. According to PPC's
"Accounts Payable," as of the end of 2010, Defendant McCorkel was due an additional
$74,200 in wages from 2008 through 2010.
20. Defendant McCorkel claims approximately $380,000 in additional payments from
PPC, including a $314,000 commission on the February 17, 2011, sale to the United States of
America.
6
21. The payments identified in Paragraphs 9 and 19 and the alleged debts identified in
Paragraph 20 are direct and proximate results of violations of Pennsylvania Business Corporation
Law of 1988, 15 Pa.C.S. §1728, and were made or established, as the case may be, in breach of
the fiduciary duties of the Directors of PPC because the Defendants, as Directors of the PPC,
entered into contracts or other transactions between PPC and one or more of themselves, which
benefit one or more of themselves to the detriment of the shareholders when (a) such contract or
transaction was neither fair to the Corporation at the time it was authorized, nor (b) approved or
ratified by disinterested Directors or shareholders. Such conduct led directly to the payments
listed above in Paragraph 19 and the alleged debts identified in Paragraph 20 and is clearly
actionable as violations of Pennsylvania's Corporation Law.
22. The payment of more than $647,000, based on actions by interested Directors and/or
Officers to insiders, without any discussion of paying dividends to the shareholders, suggests a
plan to use PPC as a personal resource to the detriment of PPC's shareholders.
23. While withholding from shareholders information about the February 17, 2011, sale,
Defendant McCorkel, Defendant G. Swope, and Defendant J. Swope attempted to use their
inside information to the detriment of shareholders by offering to buy shares at far less than their
value. For example, without disclosing any financial information, Defendants offered to buy 922
shares of PPC common stock: from Doris I. Ernst, Sandra Kreider's mother, for $10,000, a value
of $10.84 per share. A true and correct copy of a letter from Defendant McCorkel to Sandra K.
Kreider dated September 29, 2011, which confirms the offer without mentioning the $3,140,000
sale, is attached hereto as Exhibit 1 and is incorporated by reference as if fully set forth here. At
the time of the offer (i. e., after the February 17, 2011, sale and after payment of income taxes on
7
the transaction as well as the disputed payments to Defendant McCorkel, Defendant G. Swope
and Defendant J. Swope) however, the Corporation had at least $1,100,000 in cash, and owned
real estate with tax-assessed value of approximately $2,000,000. These assets, net of alleged
payables, represent a value of more than $100 per share for each of the issued and outstanding
25,000 shares. Such blatant use of insider information for their own benefit at the expense of
shareholders is further evidence of Defendants' self-dealing and breach of fiduciary duty.
24. Plaintiffs only learned of the sale by reading about it in the newspaper or from other
second-hand, or third-hand, sources. Ms. Kreider only learned of the $3,140,000 sale after
receipt of Defendant McCorkel's September 29, 2011, letter. While the By-Laws, (Article IX,
Paragraph 3) require a "full and complete statement of the business and affairs of the corporation
for the preceding year" at the annual meeting of shareholders, the minutes of the annual meetings
since 1990 do not reflect that any such reports were made. No minutes of shareholders' or
directors' meetings have ever been distributed to the shareholders.
25. At no time since April 10, 1990, or earlier, did PPG's controlling officers or directors
send minutes of Board of Directors Meetings or Shareholders' Meetings to PPC's shareholders at
large, and at no time since April 10, 1990, or earlier, did PPC's controlling officers or directors
use any other means of communication to keep PPC's shareholders at large abreast of PPC's
activities and policies.
26. On April 25, 2012, at the annual meeting of the shareholders of PPC, seven (7) new
members of the Board of Directors were elected: David Horick, Marilyn Snyder Budzynski,
Douglas Horick, Daniel Kuhn, Donna Lee Goff, Sandra Kreider, and Richard Magee, Esq.
(together, "New Directors"). The New Directors elected the following officers: David Horick
8
(president), Marilyn Snyder Budzynski (vice president), Donna Lee Goff (secretary), and Sandra
Kreider (treasurer) (together, "New Officers")
27. Since taking office the New Officers have attempted to review PPC's files
methodically. They have not found corporate minutes or resolutions from before 1970, or from
between 1980 and April 10, 1990. Furthermore, they have not found time cards, or other
contemporaneous records, of Defendant McCorkel's alleged time and activities as an employee
of PPC.
COUNTI
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL,
GREGORY R. SWOPE, JOHN D. SWOPE & MEGAN SWOPE
BREACH OF FIDUCIARY DUTY
28. Paragraphs 1 through 27, above, are incorporated by reference as if fully set forth
here.
29. As directors of PPC, the defendants each owed a fiduciary duty to PPC. The
legislature has mandated, "A. director of a business corporation shall stand in a fiduciary duty to
the corporation and shall perform his duties as a director ... in good faith, in a manner he
reasonably believes to be in the best interests of the corporation, and with such care as a person
of ordinary prudence would use under similar circumstances." Business Corporation Law of
1988, 15 Pa.C.S. § 1712(a). The Supreme Court of Pennsylvania has stated, "[Directors] must
devote themselves to the corporate affairs with a view to promote the common interests and not
their own and they cannot, either directly or indirectly, utilize their position to obtain any
personal profit or advantage other than that enjoyed also by their fellow shareholders. In short,
there is demanded of the ... director of a corporation that he furnish to it his undivided loyalty..."
9
InfoSAGE, Inc. v. Mellon Ventures, L.C., 896 A.2d 616, 636 (Pa. Super. 2006) quoting Seaboard
Indus., Inc. v. Monaco, 276 A.2d 305, 309 (Pa. 1971) and Bailey v. Jacobs, 189 A.2d 320 (Pa.
1937).
30. There is a statutory prohibition on the receipt of commissions on the sale of real
estate by anyone other than a person holding a valid real estate license. See the Real Estate
Licensing and Registration Act, 63 P.S. § 455-301, 455-302. Because neither Joyce L. Swope,
nor Defendant McCorkel ever had a valid real estate license, neither was, nor is, entitled to
receive a commission on the sale of real estate. Payment of an illegal commission would not be
in the best interest of PPC or its shareholders at large, but would constitute a breach of duty by
any director authorizing or ratifying the payment.
31. There is a three year statute of limitations on claims for unpaid wages. See Wage
Payment and Collection Law, 43 P.S. § 260.1, 260.9a(g). Accordingly, claims for wages due for
work done more than three years ago are legally barred and are uncollectible. Payment of legally
uncollectible claims would not be in the best interest of PPC, or its shareholders at large, but
would constitute a breach of duty by any director authorizing or ratifying the payment.
32. Throughout the period from January 22, 2003 through April 25, 2012, when
Defendant McCorkel paid herself $83,779 in real estate commissions, all four defendants were
directors, of PPC. Despite their fiduciary duty to PPC, the defendants, and each of them,
authorized and/or ratified, the illegal payments to Defendant McCorkel.
33. At the time of the payments to Defendant McCorkel, Defendant G. Swope, and
Defendant J. Swope, in early 2011, all four defendants were directors of PPC. Despite their
fiduciary duty to PPC, the defendants authorized and/or ratified, and accepted the illegal and
10
inappropriate payments to Defendant McCorkel ($360,432), Defendant G. Swope ($100,318),
and Defendant J. Swope ($100,318).
34. Between January 22, 2003, and January 12, 2005, the Defendants used their positions
as directors of PPC to funnel corporate monies to their mother, or mother-in-law, Joyce L.
Swope. Those payments to Joyce L. Swope totaled $45,000 (less employee withholdings). At
the time those payments were made, all four defendants were directors of PPC. Despite their
fiduciary duty to PPC, the Defendants authorized and/or ratified the payments to enrich their
mother/mother-in-law in breach of their fiduciary duty to PPC and its shareholders at large.
35. The defendants' breach of their fiduciary duties was willful, wanton, outrageous,
and malicious self-dealing that demonstrated the defendants' reckless indifference to the rights of
their fellow shareholders and PPC. Such conduct justifies punitive damages.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against all of the Defendants, jointly and severally, in the amount
of $689,847., plus punitive damages, as well as the costs of suit, and such other and further relief
as the Court deems appropriate.
COUNT II
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL,
GREGORY R. SWOPE & JOHN D. SWOPE
BREACH OF FIDUCIARY DUTY
36. Paragraphs 1 through 35, above, are incorporated by reference as if fully set forth
here.
37. On November 25, 2002, when Defendant McCorkel paid herself a $10,000 real estate
commission, she, Defendant G. Swope, and Defendant J. Swope were directors of PPC. Despite
11
their fiduciary duty to PPC, the defendants, and each of them, authorized and/or ratified the
$10,000 payment to Defendant McCorkel.
38. Between October 27, 1997, and December 29, 1998, Defendant McCorkel,
Defendant G. Swope, and Defendant J. Swope used their positions as directors of PPC to funnel
corporate funds of $19,600 (less employee withholdings) plus $10,000 to their mother, Joyce L.
Swope. Despite their fiduciary duty to PPC, these defendants, and each of them, authorized
and/or ratified the payments to Joyce L. Swope in breach their fiduciary duty to PPC and its
shareholders at large.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against Defendants Sandra L McCorkel, Gregory R. Swope, and
John D. Swope, jointly and severally, in the amount of $39,600, plus punitive damages, as well
as interest, the costs of suit, and such other and further relief as the Court deems appropriate
COUNT III
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL,
GREGORY R. SWOPE, JOHN D. SWOPE & MEGAN SWOPE
UNJUST ENRICHMENT
39. Paragraphs 1 through 38, above, are incorporated by reference as if fully set forth
here.
40. Despite her lack of entitlement to commissions taken between 2002 and 2012,
Defendant McCorkel took and kept the money, totaling at least $93,779, which inured to her
benefit and to the detriment of PPC.
41. Despite their lack of entitlement to funds disbursed to them in early 2011, Defendant
McCorkel took and kept $360,432, Defendant G. Swope and Defendant J. Swope each took and
12
kept $100,318, all of which inured to their individual benefit and to the detriment of PPC.
42. Under the circumstances, Defendant McCorkel, Defendant G. Swope, and Defendant
J. Swope were unjustly enriched at the expense of PPC and should disgorge their benefit to PPC.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against the Defendant Sandra L. McCorkel in the amount of
$454,211, against Defendant Gregory R. Swope in the amount of $100,318, and against
Defendant John D. Swope in the amount of $100,318, plus interest, the costs of suit and such
other and further relief as the court deems appropriate.
COUNT IV
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL
DECLARATORY JUDGMENT
43. Paragraphs 1 through 42, above, are incorporated by reference as if fully set forth
here.
44. By letter dated June 28, 2012, William Andring, Esquire, acting on behalf of
Defendant McCorkel, demanded payment to Defendant McCorkel of $314,000 in real estate
commission from the February 17, 2011, sale of more than 800 acres to the United States
National Park Service for $3,140,000. He also demanded payment to Defendant McCorkel of
prior years' real estate commissions of $42,360, wages of $18,100 from 2011, wages of $250 for
some period before 2011, and loan repayment of some undocumented loan in the amount of
$5000. A true and correct copy of Attorney Andring's letter is attached hereto as Exhibit 2.
45. Defendant McCorkel is not entitled to the real estate commissions she claims.
13
46. Absent appropriate documentation, it would be inappropriate and a breach of
fiduciary duty for the New Directors to authorize payment of Defendant McCorkel's claimed
wages and loan repayment.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against the Defendant Sandra L. McCorkel, declaring that Penn
Products Corporation has no obligation or duty to pay to Sandra L. McCorkel the amount of
$337,010 she claims, plus the costs of suit and such other and further relief as the Court deems
appropriate.
Respectfully submi
Date: August 8, 2012 M W BeAort, Esquire
A I mey ID # PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for Plaintiff
14
Exhibit 1
JOYCE L. SWOPE, PRESIDENT
RICHARD L SWOPE, VICE PRESIDENT
F-1EN N F-1f.?01I.C.) CTS COUPORFA SON
DEVELOPERS OF
WHITE ROCK ACRES
1369 SWOPE DRIVE, BOILING SPRINGS, PA 17007
PHONE: (O) 717.25&6481
PHONE: (R) 717-258-6959
SANDRA L. McCORKEL,
SECRETARY-TREASURER
Mrs. Sandy Kreider
17 Clover Court
L:itiz,-PA 17543.
September 29, 2011
Dear Sandy:
It has been nice getting to know you through our telephone conversations. As we
discussed, our annual stockholder's meetings are sometime during the first/second week
of April every year. Notification letters go out near the end of March indicating exactly
when the meeting is going to be held.
The other matter we discussed was the offer that my brothers and I had offered to your
Mom, which I believe was actually discussed with your sister back approximately two or
three months ago. Your Mom has 922 shares of stock and collectively, my brothers and I,
had offered $10,000.00. Since the offer was made a few months ago, I will need to
contact my brothers and see if they are still interested in buying. My one brother Just
recently was married, and I am not sure of his situation at this time.
Again, it has been nice getting to know you. Take care, and take good care of your Mom,
Best Wishes,
Sandy Z2el _?-
President
Exhibit 2
2012-07-06 01:17 7176271200 >>
P 1/3
WILLIAM H. ANDRING, ESQ.
ATTORNEYAT LAW
248 CRUK ROAD
CAMP HILL, PENNSYLVANL417011
TELEPHONE: (717) 975-8796 FAX: (717) 737.7297
,Tune 28, 2012
David J. Horick, President
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007
Marilyn Budzynski, Vice President
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007
Donna Lee Goff, Secretary
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007
Sandra K. Kreider, Treasurer
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007
Douglas Horick, Board Member
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007
Richard Magee, Board Member
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007
Daniel Kuhn, Board Member
Penn Products Corporation
1369 Swope Drive
Boiling Springs, PA 17007
Re: Penn Products Corporation
Sandra McCorkel - Unpaid Wages and Commissions
Dear Officers and Board Members of Penn Products Corporation:
According to correspondence which I have received from Marvin Beshore, Esq., the
above referenced Officers and Directors of Penn Products Corporation voted at a meeting of the
Board of Directors, held on. May 23, 2012, not to ratify the payments made to Sandra McCorkel
for salary, commissions, and other amounts due to Sandra McCorkel, which were paid to her
subsequent to April 25, 2012,
Enclosed with this letter is a copy of a document prepared by the former accountant for
Penn Products Corporation;, showing the amounts due and payable to Sandra McCorkel as of
December 31, 2011. In addition, Ms. McCorkel earned a salary of $800.00 per week for the
period of January 1, 2012 through April 25, 2012, which amounts remain unpaid.
2012-07-06 01!17 7176271200» P 2/9
Please consider this letter a demand for the immediate payment of the amounts due and
owing to Sandra McCorkel. You should be aware that, in addition to providing for attorney's
fees, penalties, and liquidated damages, the Pennsylvania Wage Payment and Collection Law,
Act No. 329 of 1961, provides that officers of a corporation who violate the provisions of the Act
are guilty of a criminal offense, and prosecution of such offense may be instituted by the
Claimant, Also, failure to act in accordance with the provisions of the Act could subject you to
personal liability for breach of fiduciary duty.
If you have any questions, please contact me.
Very truly yours,
WILLIAM H. ANDRTNG
' 2012-07-06 01:17
Penn Products Inc.
Accounts Payable
12/31/2011
Sandy McCorkel
Sandy McCorkel
Sandy McCorkel
Sandy Mccorkel
Sandy McCorkel
Sandy McCorkel
KESB
Irwin & McKnight
7176271200 »
loan
wages
Commission-prior years
Commission 2010-Lot 146
Salary 2011
Commission Acreage Sale
Accounting Fee 12/31110
Legal
ADD: Current Year
TOTAL A/P
Accounts Payable 12/31/10
Paid 12131/11
Reverse NE 7 2010
Add 12/31/11
Accounts Payable 12131/11
(849,205.56)
800,395.56
1,200,00 J/E 6
(338,178.75)J/E 9
(385, 788, 75)
pg13/6/2011
5,000.00
250.00
35,360.00
7,000.00
47.610.00
18,100.00
314,000.00
2,850.00
3,228.75
338,178.75
385,788,75
705
716
820
829
200
P 3/3
AA #200.
PENN PRODUCTS CORPORATION,
Plaintiff
V.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
SANDRA L. McCORKEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and
MEGAN SWOPE
Defendants
Civil Action - Law
No.
VERIFICATION
I, David J. Horick, President of Penn Products Corporation, hereby verify that the facts
alleged in the foregoing Complaint are true and correct to the best of my knowledge, information,
and belief.
This Verification is made subject to the penalties of 18 Pa.C.S. § 4904 relating to
unsworn falsifications to authorities.
_ !P, 11-2..,-
?Date)
David J. Horick
00055035.wPD; v1
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny R Anderson
Sheriff
Jody S Smith`
Chief Deputy
Richard W Stewart
Solicitor OFFICE OF THE $rERIFF
Penn Products Corporation
vs.
Sandra L. McCorlCel (et al.)
Case Number
2012-4949
SHERIFF'S RETURN OF SERVICE
08/09/2012
08/09/2012
08/13/2012
08/13/2012
08/13/2012
08/13/2012
y R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search
iquiry for the within named defendant, to wit: John D. Swope, but was unable to locate him in his
ick. He therefore deputized the Sheriff of York County, Pennsylvania to serve the within Complaint
Jotice according to law.
y R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search
iquiry for the within named defendant, to wit: Megan Swope, but was unable to locate her in his
ick. He therefore deputized the Sheriff of York County, Pennsylvania to serve the within Complaint
Jotice according to law.
Ird P. Keuerleber, Sheriff of York County, who being duly sworn according to law, states that on
st 13, 2012 this Complaint and Notice upon defendant Megan Swope is returned not served per
:st from Attorney Marvin Beshore.
ird P. Keuerleber, Sheriff of York County, who being duly sworn according to law, states that on
st 13, 2012 this Complaint and Notice upon defendant John D. Swope is returned not served per
n-st from Attorney Marvin Beshore.
AM - Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that on August 13,
at 0935 hours this Complaint and Notice upon defendant Gregory Richard Swope is returned not
d per request from Attorney Marvin Beshore.
AM - Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that on August 13,
at 0935 hours this Complaint and Notice upon defendant Sandra L. McCorkel is returned not served
quest from Attorney Marvin Beshore.
SHERIFF COST: $85.00
August 16, 2012
SO ANSWERS,
RbNI'V R ANDERSON, SHERIFF
(c) CountySuite SheO, Teleosoft, Inc.
':lz ~ [1~ ~i~~ l ~~~iJ iii
2~1~~ SEP -4 PM {2~ 16
~U P .~ ~I.VAK ~ ~Y
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff :CUMBERLAND COUNTY
PENNSYLVANIA
v.
CIVIL ACTION -LAW
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants :JURY TRIAL DEMANDED
ACCEPTANCE OF SERVICE
I, William H. Andring, Esq., hereby certify that on the 24~' day of August, 2012, I
accepted service of the Complaint in the above-captioned action on behalf of Sandra
McCorkel, Gregory R. Swope, Megan Swope, and John D. Swope, and that I am
authorized to do so.
William H. Andring, Esq.
Attorney I.D. #26609
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
PENN PRODUCTS CORPORATION,
Plaintiff
v.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and
JOHN D. SWOPE
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
CIVIL ACTION -LAW
No. 4949 CIVIL 2012
: JURY TRIAL DEMANDED
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 4th day of September,
2012, I served a copy of the attached document by causing it to be deposited in the
United States Mail, First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
~" ~
PENN PRODUCTS CORPORATION,
Plaintiff
v.
SANDRA L. McCORKEL, GRI~GORY
R. SW(:-PE, MEGAN SWOPE, and
.iOHN L). SWOPE
Defendants
IN THE COURT OF COMMON PLEAS --
CUMBERLAND COUNTY" c ~ -~'7
PENNSYLVANIA ~~ _
o ~:~_=4~
CIVIL ACTION -LAW ~~
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.
,;.
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No. 4949 CIVIL 2012
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JURY TRIAL DEMANDED ~:; -- ~=-~
~.~
DEFENDANTS' PRELIMINARY OBJECTIONS TO THE AMENDED
COMPLAINT OF PLAINTIFF
AND NOW come Defendants, by and through their attorney, William H.
Andrin~;, Esq., and file the within Preliminary Objections to the Amended Complaint of
Plaintiff.
COUNT I --BREACH OF FIDUCIARY DUTY
INSUFFICIENT SPECIFICITY
1. Paragraph 22 of the Amended Complaint alleges the payment of real estate
commissions to Sandra McCorkel from May 20, 2002, through April 25, 2012, but only
lists payments from May 20, 2002, through May 4, 2007.
2. Count I, Paragraph 43, of the Amended Complaint repeats the allegation
contained in Paragraph 22 of the Amended Complaint.
3. The Amended Complaint fails to state the specific dates and amounts of any
payments after May 4, 2007. Pa.R.Civ.P. 1019(f).
COUNT I -BREACH OF FIDUCIARY DUTY
NON-JOINDER OF A NECESSARY PARTY
4~. As is known to Plaintiff, the payments to Defendants Greg Swope and John
S~~~ope referred to in Paragraph 48 of the Amended Complaint, and the payment of
$100.318.00 to Defendant Sandra McCorkel referred to in Paragraph 48 of the Amended
Complaint, were payments of amounts due and owing from Plaintiff to their deceased
mother.
5. At or about the time of the payments referred to in Paragraph 4 hereof,
Plaintiff also made payments, oi' amounts due and owing from Plaintiff to deceased
individuals, to the following heirs of those individuals: Jean Horick and Kathleen Kuhn.
5. Jean Horick is the mother of Dave Horick. and Douglas Horick. Dave Lorick,
Douglas Horick, and Kathleen Kuhn are all presently officers and/or directors of Plaintiff.
7. The individuals referred to in Paragraph I 1 hereof have not been included as
defendants in the present action.
COUNT III -UNJUST ENRICHMENT
DEMURRER
8. Count III of the Complaint is legally insufficient and fails to state a claim upon
which relief can be granted pursuant to a claim of "Unjust Enrichment."
COUNT III -UNJUST ENRICHMENT
INSUFFICIENT SPECIFICITY
9. Paragraph 22 of the Amended Complaint alleges the payment of real estate
commissions to Sandra McCorkel from May 20, 2002, through Apri125, 20l 2, but only
lists payrents from May 20, 2002, through May 4, 2007.
i 0. Count III, Paragraph 55, of the Amended Complaint repeats the allegation
contained in Paragraph 22 of the Amended Complaint.
11. The Amended Complaint fails to state the specific dates and amounts of any
payments after May 4, 2007. Pa..R.Civ.P. 1019(f).
COUNT III -UNJUST ENRICHMENT
NON-JOINDER OF A NECESSARY PARTY
12. As is known to Plaintiff, the payments to Defendants Greg Swope and John
Swope referred to in Paragraph 48 of the Amended Complaint, and the payment of
$100,318.00 to Defendant Sandra McCorkel referred to in Paragraph 48 of the Amended
Complaint, were payments of amounts due and owing from Plaintiff to their deceased
mother.
?.3, At or about the time of the payments referred to in Paragraph 4 hereof.
Plaintiff also made payments, of amounts due and owing from Plaintiff to deceased
individuals, to the following heirs of those individuals: Jean Horick and Kathleen Kuhn.
14. Jean. Horick is the mother of Dave Horick and Douglas Horick. Dave Horick,
Douglas Horick, and Kathleen Kuhn are all presently officers and/or directors of Plaintiff.
15. The individuals referred to in Paragraph 11 hereof have not been included as
defendants in the present action.
COUNT IV -DECLARATORY JUDGMENT
DEMURRER
16. Count IV of the Complaint is legally insufficient and fails to state a claim
upon which relief can be granted pursuant to a request for "Declaratory Judgment.''
Respectfully submitted,
^" ~~' >
illiam H. Andring, Esq.
Attorney LD. #26609
248 Creek Road
Camp Hill, PA 1701 I
(717) 975-8796
PF~NN PRODUCTS CORPORA'T'ION,
Plaintiff
v.
SANDRA L. McCORKF,L, GREGORY
R. SWOPS, MEGAN SWOPS, and
JOHN T-. SWOPS
Defendants
IN THE COURT OF COMMON PI,E_AS
CUMBERLAND COUNTY
PENNSYLVANIA
CIVIL ACTION -LAW
No. 4949 CIVIL 2012
JURY TRIAL DEMANDED
CERTIFICATE OF SERVICE
[, William H. Andring, Esq., hereby certify that on this, the 29`h day of October,
2012, I served a copy of the attached document by causing it to be deposited in the
United States Mail, First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
] 30 State St., P.O. Box 946
I-larrisburg, PA 17108-0946
~';- ,!
I' i i.. ~ ~ ~ U t t' ~ ,..^ .,
t~l2~4Y 19 P~ 3~ ~3
CUMBERLAl~-~ CGiJ~i~r~'
gir,KNSYLVANIA
PENN PRODUCTS CORPORATION,
Plaintiff
v.
SANDRA L. McCORKEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and
MEGAN SWOPE
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Civil Action -Law
No. 2012 - 4949 Civil Term
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth
in the following pages, you must take action within twenty (20) days after this complaint and
notice are served, by entering a written appearance personally or by attorney and filing in writing
with the court your defenses or objections to the claims set forth against you. You are warned
that if you fail to do so the case may proceed without you and a judgment may be entered against
you by the court without further notice for any money claimed in the complaint or for any other
claim or relief requested by the plaintiff. You may lose money or property or other rights
important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT
HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE
ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY
OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO
FEE.
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166
00059499.WPD; vl
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA
v. Civil Action -Law
SANDRA L. McCORKEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and No. 2012 - 4949 Civil Term
MEGAN SWOPE
Defendants
SECOND AMENDED COMPLAINT
NOW COMES the Plaintiff, by and through its counsel, Marvin Beshore, Esquire, and for
its complaint states:
PARTIES
1. Plaintiff, Penn Products Corporation (hereinafter "PPC"), is a business corporation
organized and existing under the laws of the Commonwealth of Pennsylvania. PPC is in the
business of real estate development as the developer of the White Rock Acres development in
Monroe Township, Cumberland County, Pennsylvania, where it maintains its offices at 1369
Swope Drive, Boiling Springs, Pennsylvania.
2. Defendant, Sandra L. McCorkel (hereinafter, "Defendant McCorkel"), is an adult
individual who maintains a residence at 675 Valley View Drive, Boiling Springs, Cumberland
County, Pennsylvania. She is the sister of Defendants Gregory R. Swope and John D. Swope,
the sister-in-law of Defendant Megan Swope, and the daughter of Joyce L. Swope and Richard L.
Swope.
3. Defendant, Gregory R. Swope (hereinafter, "Defendant G. Swope"), is an adult
individual. who maintains a residence at 1469 Kuhn Rd., Boiling Springs, Cumberland County,
Pennsylvania. Defendant G. Swope is the brother of both Defendant McCorkel and Defendant
00059499.WPD; vl I
John D. Swope, and he is the brother-in-law of Defendant Megan Swope. Defendant G. Swope
is also the son of Joyce L. Swope and Richard L. Swope.
4. Defendant, John D. Swope (hereinafter, "Defendant J. Swope"), is an adult individual
who maintains a residence at 28 Summer Drive, Dillsburg, York County, Pennsylvania.
Defendant J. Swope is the husband of Defendant Megan Swope, the brother of both Defendant
G. Swope and Defendant McCorkel, and the son of Joyce L. Swope and Richard L. Swope.
5. Defendant, Megan Swope (hereinafter,"Defendant M. Swope"), is an adult individual
who maintains a residence at 28 Summer Drive, Dillsburg, York County, Pennsylvania.
Defendant M. Swope is the wife of Defendant J. Swope and is the sister-in-law of both
Defendant G. Swope and Defendant McCorkel.
BACKGROUND
6. PPC was formed in 1927 and the Commonwealth issued letters patent on January 7,
1928.
7. PPC was initially a natural resources company, selling clay and timber from a large
holding of real estate primarily in South Middleton and Monroe townships, Cumberland County,
Pennsylvania. On March 26, 1968, PPC's Shareholders resolved to amend the Articles of
Incorporation to permit PPC to go into the real estate development business. In the 1970's, PPC
subdivided and began developing a large portion of its land for single family homes in Monroe
Township. It named the subdivision, White Rock Acres. As of February 17, 2011, PPC also
owned three undivided tracts of land near the White Rock Acres development, including one
consisting of more than 800 acres.
8. The current version of PPC's Bylaws was adopted and became effective on June 14,
00059499.WPD; vl 2
1971. Article V, ¶ 1 of the Bylaws states, inter alia, "Any two or more offices may be held by the
same person, except the offices of President and Secretary." Article XI of the Bylaw states,
"These By-Laws may be altered, amended or repealed by the affirmative vote of a majority of the
shares issued and outstanding and entitled to vote thereat at any regular or special meeting of the
shareholders, if notice of the proposed alteration, amendment or repeal be contained in the notice
of the meeting." PPC's records reflect no shareholder action to amend the Bylaws since their
adoption in 1971.
9. Joyce L. Swope became both a director of PPC and its president in, or about, 1980. In
May 1997, she suffered a stroke. At a meeting of the Board of Directors on July 15, 1997, PPC
accepted her "retirement from the corporation," but she remained on the Board of Directors and
retained the title of president. Upon the advice of counsel, her retirement was made retroactive
to December 31, 1994, the year in which she turned 65 years of age. Joyce L. Swope remained a
director of PPC and held the title of president unti12005.
1 U. At all times relevant to this action, Joyce L. Swope was married to Richard L.
Swope, who was an officer and director of PPC beginning in the 1970's. He remained an officer
and director of PPC until sometime between July 9, 2002, and January 7, 2003.
11. Defendant McCorkel (formerly known as Sandra L. Myers) became a director, of
PPC on May 14, 1979 and remained a director until Apri125, 2012. She also became Secretary
of PPC and its bookkeeper on May 14, 1979. At the same time, the Board of Directors set the
bookkeeper's salary at $9,000 per year, payable weekly. Defendant McCorkel continued as
Secretary until Apri125, 2012. It is believed, and therefore averred, that Defendant McCorkel
had control of all of PPC's checkbooks and funds from the time she became the bookkeeper until
00059499.WPD; vl
after May 15, 2012.
12. Defendant G. Swope was a Director of PPC from April 10, 1990, or earlier, until
Apri125, 2012.
13. Defendant J. Swope was a director of PPC from April 14, 1992, until Apri125, 2012.
14. Defendant M. Swope became a director of PPC on, or about January 7, 2003, and
remained a director of PPC until Apri125, 2012.
15. From approximately 1985 until Apri125, 2012, Joyce L. Swope, Richard L. Swope,
and the defendants were the only persons who were officers, directors, or employees of PPC.
16. On May 2, 1995, the PPC Board of Directors, comprised of Joyce L. Swope, Sandra
McCorkel, Richard L. Swope, Greg R. Swope, and John D. Swope, executed an "Action by
Unanimous Consent in Writing," which stated,
WHEREAS, the corporation is no longer able to pay salaries to corporate
officers; it is hereby
RESOLVED, that corporate officers' compensation will cease as of May
1, 1995 due to the company's financial condition.
17. The records of PPC, which the defendants herein relinquished to the current directors
only pursuant to the Court's order of May 15, 2012 (Penn Products Corporation, et al. v.
McCorkel, et al., Cumberland County No. 12-2939 Civil Term), reflect no specific authorization
by the Board of Directors prior to May 2, 1995, to pay a real estate commission to any officer of
PPC and no action by the Board of Directors subsequent to May 2, 1995, authorized payment of
real estate commissions to any PPC officer. At the Organizational meeting of the Board of
Directors on Apri19, 2002, the Board reached "a consensus ... to raise Sandra McCorkel's pay
to $20.00/hour," without mentioning any commission.
00059499.WPD; vl 4
18. Between 1982 and 2012, in addition to their corporate wages as officers,
directors, and/or employees, Joyce L. Swope and/or Defendant McCorkel claimed a commission
of 10% of the sale price on each parcel of land PPC sold.
19. As of December 31, 2006, PPC's "Accounts Payable" showed real estate
commissions claimed by Joyce L. Swope totaling $94,836.28, which had accrued between 1982
and 1996.
20. As of December 31, 2006, PPC's "Accounts Payable" showed real estate
commissions claimed by Defendant McCorkel totaling $35,360, which had accrued between
1998 and 2003.
21. PPC's 2010 "Accounts Payable" statement showed the same commissions claimed
by Joyce L. Swope ($94,836.28) and Defendant McCorkel ($35,360) as of December 31, 2006,
plus a commission of $7,000 on "lot # 146" claimed by Defendant McCorkel.
22. In addition to the real estate commissions claimed to be owed from prior years,
Defendant McCorkel paid herself real estate commissions totaling at least $70,887.50 between
May 20, 2002, and Apri125, 2012, including the following:
May 20, 2002 Check No. 12055 $3990.00
January 27, 2003
May 6, 2003
July 22, 2003
June 1, 2004
July 2, 2004
August 5, 2004
Check No. 12155 $3810.00
Check No. 12200 $2700.00
Check No. 12240 $2087.50
Check No. 12356 $2880.00
Check No. 12373 $4350.00
Check No. 12388 $3120.00
00059499. WPD; v I • $
September 8, 2004 Check No. 12409 $4530.00
September 14, 2004 Check No. 12411 $3120.00
October 8, 2004 Check No. 12425 $5700.00
January 4, 2005 Check No. 12477 $2880.00
June 24, 2005 Check No. 12585 $4920.00
September 7, 2005 Check No. 12624 $5580.00
October 26, 2005 Check No. 12648 $5880.00
January 12, 2006 Check No. 12692 $2940.00
February 1, 2006 Check No. 12698 $5220.00
March 1, 2006 Check No. 12713 $5820.00
May 4, 2007 Check No. 12943 $1360.00
23. In addition to the real estate commissions claimed to be owed from prior years,
Defendant McCorkel paid to her mother, Joyce L. Swope, at least a real estate commission of
$10,000 on November 23, 2002.
24. As of December 31, 2006, PPC's "Accounts Payable" showed "back wages" claimed
by Defendant McCorkel totaling $361, 392. On March 23, 2011, Defendant McCorkel paid to
herself $401,032 for "back pay and commissions from 1995."
25. As of December 31, 2006, PPC's "Accounts Payable" showed "back wages" claimed
by Joyce L. Swope totaling $135,800. In addition to commissions claimed and paid and in
addition to the "back wages" claimed in the accounts payable statement, Defendant McCorkel
paid at least $59,100 to her mother, Joyce L. Swope, from PPC funds following Ms. Swope's
retirement from PPC on May 2, 1997. Those amounts included the following
June 16, 1997 Check No. 11253 $ 1,600.00
00059499. WPD; v 1 6
June 25, 1997 Check No. 11257 $ 400.00
October 27, 1997 Check No. 11307 $ 1,600.00
November 14, 1997 Check No. 11323 $ 800.00
December 17, 1997 Check No. 11335 $ 1,000.00
February 9, 1998 Check No. 11382 $ 800.00
February 19, 1998 Check No. 11386 $ 800.00
March 18, 1998 Check No. 11405 $ 1,200.00
May 19, 1998 Check No. 11432 $ 800.00
June 22, 1998 Check No. 11455 $ 1,600.00
July 22, 1998 Check No. 11467 $ 800.00
August 6, 1998 Check No. 11470 $ 800.00
September 14, 1998 Check No. 11489 $ 800.00
October 1, 1998 Check No. 11498 $ 800.00
December 29, 1998 Check No. 11539 $ 300.00
January 22, 2003 Check No. 12154 $ 3,500.00
February 12, 2003 Check No. 12163 $ 3,500.00
March 25, 2003 Check No. 12179 $ 3,500.00
Apri129, 2003 Check No. 12197 $ 3,500.00
May 27, 2003 Check No. 12213 $ 3,500.00
December 9, 2004 Check No. 12483 $2 5,000.00
January 12, 2005 Check No. 12483 $ 2,500.00
26. Between May 18, 1995, and January 7 , 2003, Defendant McCorkel paid wages
00059499.WP1~; vl ~]
claimed by Joyce L. Swope from 1985 and 1986 totaling at least $16,500. Those payments are as
follows:
May 18, 1995 Check No. 10994
April 9, 1996 Check No. 11103
June 14, 1996 Check No. 11125
June 21, 1996 Check No. 11131
January 21, 1998 Check No. 11367
March 27, 1998
Apri17, 1998
June 16, 1998
Check No. 11410
Check No. 11418
Check No. 11451
October 30, 1998
Check No. 11512
December 11, 1998 Check No. 11533
January 7, 2003 Check No. 12144
$ 800.00
$2,400.00
$2,000.00
$2,000.00
$ 800.00
$ 800.00
$2,800.00
$ 400.00
$ 600.00
$ 400.00
$3,500.00
27. On February 17, 2011, PPC sold its 800+ acre tract to the United States of America
for $3,140,000. There was no communication from management to shareholders concerning this
sale or the use of the sale proceeds. The minutes of the Board of Directors' meetings, both
before and after this 2011 transaction, reflect no discussion of distributing any of the proceeds to
shareholders through payment of a dividend and no dividends were paid between the February
17, 2011 closing and Apri125, 2012.
28. After the February 11, 2011, closing, however, management of the Corporation has
made payments totaling more than $646,000 to Defendant McCorkel, Defendant J. Swope, and
Defendant G. Swope. Those payments include the following:
00059499.WPD; vl $
a. On March 7, 2011, Defendant McCorkel paid $100,318.14, less employee
withholdings, out of PPC's funds to her brother, Defendant G. Swope. Defendant
McCorkel caused the corporation to report that payment as employee/"W-2" income, but
Defendant G. Swope was not an employee of PPC in 2011 and had not been an employee
of PPC during the four (4) years before payment of said $100,318.14.
b. On March 25, 2011, Defendant McCorkel paid $100,318.14, less employee
withholdings, out of PPC's funds to her brother, Defendant J. Swope. Defendant
McCorkel caused the corporation to report that payment as employee/"W-2" income, but
Defendant J. Swope was not an employee of PPC in 2011 and had not been an employee
of PPC during the four (4) years before payment of said $100,318.14.
c. In March 2011, Defendant McCorkel paid to herself more than $446,032,
including $401,032 on March 23, 2011, for "back pay/commissions from 1995," and
$45,000 on March 7, 2011 to "repay loan" and "back pay." Those payments included the
uncollectible $361,392 in alleged wages, which were listed as accounts payable as of the
end of 2006, more than four years before the payment was made. According to PPC's
"Accounts Payable," as of the end of 2010, Defendant McCorkel was due an additional
$74,200 in wages from 2007 through 2010, including $41,600 claimed for 2008, $32,350
claimed for 2009, and $250 claimed for 2010.
29. Defendant McCorkel claims approximately $380,000 in additional payments from
PPC, including a $314,000 commission on the February 17, 2011, sale to the United States of
America.
30. The payments identified in paragraphs 22 through 26 and 28, as well as the alleged
00059499.WPD; vl 9
accounts payable identified paragraphs 19 through 21, above, are direct and proximate results of
violations of Pennsylvania Business Corporation Law of 1988, 15 Pa.C.S. § 1728, and were
made, or established, as the case may be, in breach of the fiduciary duties of the Directors of
PPC because the Defendants, as Directors of the PPC, entered into contracts or other transactions
between PPC and one or more of themselves, which benefit one or more of themselves to the
detriment of the shareholders when (a) such contract or transaction was neither fair to the
Corporation at the time it was authorized, nor (b) approved or ratified by disinterested Directors
or shareholders. The defendants' conduct led directly, proximately, and factually to the payments
listed above in paragraphs 22 through 26 and 28. It also led directly, proximately, and factually
to the alleged debts identified in paragraphs 19 through 21. The defendants' conduct is
actionable because it violates Pennsylvania's Business Corporation Law.
3 ] . The payment of more than $647,000, based on actions by interested Directors and/or
Officers to insiders, without any discussion of paying dividends to the shareholders, suggests a
plan to use PPC as a personal resource to the detriment of PPC's shareholders.
32. While withholding from shareholders information about the February 17, 201 1, sale,
Defendant McCorkel, Defendant G. Swope, and Defendant J. Swope attempted to use their
inside information to the detriment of shareholders by offering to buy shares at far less than their
value. For example, without disclosing any financial information, Defendants offered to buy 922
shares of PPC common stock from Doris I. Ernst, Sandra Kreider's mother, for $10,000, a value
of $10.84 per share. A true and correct copy of a letter from Defendant McCorkel to Sandra K.
Kreider dated September 29, 2011, which confirms the offer without mentioning the $3,140,000
sale, is attached hereto as Exhibit 1 and is incorporated by reference as if fully set forth here. At
00059499.WPD; vl 10
the time of the offer (i. e., after the February 17, 2011, sale and after payment of income taxes on
the transaction as well as after the disputed payments to Defendant McCorkel, Defendant G.
Swope and Defendant J. Swope) however, the Corporation had at least $1,100,000 in cash, and
owned real estate with tax-assessed value of approximately $2,000,000. These assets, net of
alleged payables, represent a value of more than $100 per share for each of the issued and
outstanding 25,000 shares. Such blatant use of insider information for their own benefit at the
expense of shareholders is further evidence of Defendants' self-dealing and breach of fiduciary
duty.
33. Plaintiffs only learned of the sale by reading about it in the newspaper or from other
second-hand, or third-hand, sources. Ms. Kreider only learned of the $3,140,000 sale after
receipt of Defendant McCorkel's September 29, 2011, letter. While the By-Laws, Article IX,
Paragraph 3, require a "full and complete statement of the business and affairs of the corporation
for the preceding year" at the annual meeting of shareholders, the minutes of the annual meetings
since 1990 do not reflect that any such reports were made. No minutes of shareholders' or
directors' meetings have ever been distributed to the shareholders.
34. At no time since April 10, 1990, or earlier, did PPC's controlling officers or directors
send minutes of Board of Directors' Meetings or Shareholders' Meetings to PPC's shareholders
at large, and at no time since April 10, 1990, or earlier, did PPC's controlling officers or directors
use any other means of communication to keep PPC's shareholders at large abreast of PPC's
activities and policies.
35. On Apri125, 2012, at the annual meeting of the shareholders of PPC, seven (7) new
members of the Board of Directors were elected: David Horick, Marilyn Snyder Budzynski,
00059499. WPD; v 1 1 1
Douglas Horick, Daniel Kuhn, Donna Lee Goff, Sandra Kreider, and Richard Magee, Esq.
(together, "New Directors"). The New Directors elected the following officers: David Horick
(president), Marilyn Snyder Budzynski (vice president), Donna Lee Goff (secretary), and Sandra
Kreider (treasurer) (together, "New Officers").
36. Since taking office the New Officers have attempted to review PPC's files
methodically. They have not found corporate minutes or resolutions from before January 9,
1967. They have found minutes and resolutions, which appear to be complete, for the period
January 9, 1967, through March 24, 1980. They have also found minutes of Board of Directors'
meetings of February 24, 1983, March 23, 1983, July 13, 1983, and March 26, 1984. They have
found no minutes or resolutions for the period between March 26, 1984, and April 10, 1990. The
minutes and resolutions from April 10, 1990, through January 25, 2012, appear to be complete.
They have not found time cards, or other contemporaneous records, of Defendant McCorkel's
alleged time and activities as an employee of PPC. They have not found any canceled checks and
they have not found a complete set of bank statements or check stubs for the period April 1,
1979, through May 31, 2012. Accordingly, the information necessary to calculate the Plaintiffls
total financial injury is solely within the possession, custody, or control of Defendants.
COUNTI
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL,
GREGORY R. SWOPE, JOHN D. SWOPE & MEGAN SWOPE
BREACH OF FIDUCIARY DUTY
37. Paragraphs 1 through 36, above, are incorporated by reference as if fully set forth
here.
38. As directors of PPC, the defendants each owed a fiduciary duty to PPC. The
00059499.WPD; vl 12
legislature has mandated: "A director of a business corporation shall stand in a fiduciary duty to
the corporation and shall perform his duties as a director ... in good faith, in a manner he
reasonably believes to be in the best interests of the corporation, and with such care as a person
of ordinary prudence would use under similar circumstances." Business Corporation Law of
1988, 15 Pa.C.S. § 1712(a). The Supreme Court of Pennsylvania has stated, "[Directors] must
devote themselves to the corporate affairs with a view to promote the common interests and not
their own and they cannot, either directly or indirectly, utilize their position to obtain any
personal profit or advantage other than that enjoyed also by their fellow shareholders. In short,
there is demanded of the ...director of a corporation that he furnish to it his undivided loyalty..."
InfoSAGE, Inc. v. Mellon Ventures, L. C., 896 A.2d 616, 636 (Pa. Super. 2006) quoting Seaboard
Indus., Inc. v. Monaco, 276 A.2d 305, 309 (Pa. 1971) and Bailey v. Jacobs, 189 A.2d 320 (Pa.
1937).
39. PPC's records do not reflect that either the shareholders or the Board of Directors
ever designated Defendant McCorkel, or Joyce Swope as entitled to receive a commission on the
sale of real estate and, as of May 2, 1995, PPC's Board of Directors unanimously and specifically
prohibited payment of any and all "compensation," including commissions, to its officers.
40. By paying real estate commissions to herself and her mother without corporate
authorization, Defendant McCorkel exceeded her authority and engaged in self-dealing to the
detriment of PPC and its shareholders.
41. Defendant McCorkel's actions reflect promotion of her personal and familial
interests, rather than the interests of PPC and its shareholders.
42. Allowing payment of a 10% commission of top of regular and substantial wages,
00059499.WPD; vl 13
such as Defendant McCorkel's $20/hour wage, is not in the best interest of PPC, or its
shareholders at large, but would constitute a breach of duty by any director authorizing, or
ratifying, the payment.
43. Throughout the period from January 22, 2003, through Apri125, 2012, when
Defendant McCorkel paid herself at least $70,887.50 in real estate commissions, all four
defendants were directors of PPC, but Defendant McCorkel was its sole employee.
44. Defendants G. Swope, J. Swope, and M. Swope failed to exercise supervision or
control over Defendant McCorkel in her capacity as an officer and/or bookkeeper of PPC. Their
failure to exercise supervision and control led directly, proximately, and factually to Defendant
McCorkel's improper personal enrichment at the expense of PPC and its shareholders. The
failure to exercise appropriate supervision and control constituted a breach of the Defendants'
fiduciary duty to PPC.
45. In the event that Defendants G. Swope, J. Swope, and M. Swope knew of Defendant
McCorkel's overreaching and improper enrichment at the expense of PPC and its shareholders at
large, their implicit ratification of Defendant McCorkel's activity constituted a breach of duty
because permitting Defendant McCorkel to take both a substantial wage of $20/hour and a 10%
commission on real estate sales was not in the best interest of PPC or its shareholders at large.
46. There is a three year statute of limitations on claims for unpaid wages. See Wage
Payment and Collection Law, 43 P.S. § 260.1, 260.9a(g). There is a four year statute of
limitations on claims for breach of contract. See 42 Pa.C.S. § 5525. Accordingly, claims for
wages due for work done more than four years ago, under any theory, are legally barred and are
uncollectible.
00059499.WPD; vl
14
47. Payment of legally uncollectible claims would not be in the best interest of PPC, or
its shareholders at large, but would constitute a breach of duty by any director authorizing or
ratifying the payment.
48. At the time of the early 2011 payments to Defendant McCorkel, Defendant G.
Swope, and Defendant J. Swope, all four defendants were directors of PPC. Despite their
fiduciary duty to PPC, the defendants authorized and/or ratified, accepted and took the
inappropriate payments to Defendant McCorkel ($360,432), Defendant G. Swope ($100,318.14),
and Defendant J. Swope ($100,318.14). In doing so, they engaged in self-dealing to the
detriment of PPC and its shareholders and they breached their fiduciary duties by placing their
personal interests ahead of PPC's interest and the interest of PPC's shareholders.
49. Between January 22, 2003, and January 12, 2005, the Defendants used their positions
as directors of PPC to funnel corporate monies to their mother, or mother-in-law, Joyce L.
Swope. Those payments to Joyce L. Swope totaled at least $45,000 (less some employee
withholdings). At the time those payments were made, all four defendants were directors of
PPC. Despite their fiduciary duty to PPC, the Defendants authorized and/or ratified the payments
to enrich their mother/mother-in-law in breach of their fiduciary duty to PPC and its shareholders
at large.
50. The defendants' breach of their fiduciary duties was willful, wanton, outrageous,
and malicious self-dealing that demonstrated the defendants' reckless indifference to the rights of
their fellow shareholders and PPC. Such conduct justifies punitive damages.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against the Defendants, jointly and severally, in an amount
00059499.WPD; vl 15
exceeding the jurisdictional maximum for referral to arbitration and in an amount sufficient to
fully compensate Penn Products Corporation for its damages, plus punitive damages, as well as
the costs of suit, and such other and further relief as the Court deems appropriate.
COUNT II
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL,
GREGORY R. SWOPS & JOHN D. SWOPS
BREACH OF FIDUCIARY DUTY
51. Paragraphs 1 through 50, above, are incorporated by reference as if fully set forth
here.
52. On November 25, 2002, when Defendant McCorkel paid her mother, Joyce L.
Swope, a $10,000 real estate commission, she, Defendant G. Swope, and Defendant J. Swope,
along with Joyce L. Swope, herself, were directors of PPC. Despite their fiduciary duty to PPC,
the defendants, and each of them, authorized and/or ratified at least the $10,000 payment to Joyce
L. Swope and used their positions as directors of PPC to funnel corporate funds to their mother,
Joyce L. Swope, in breach of their fiduciary duty to PPC and its shareholders at large.
53. Between October 27, 1997, and December 29, 1998, Defendant McCorkel,
Defendant G. Swope, and Defendant J. Swope used their positions as directors of PPC to funnel
corporate funds of at least $14,100 (less employee withholdings) to their mother, Joyce L.
Swope. Despite their fiduciary duty to PPC, these defendants, and each of them, authorized
and/or ratified the payments to Joyce L. Swope in breach their fiduciary duty to PPC and its
shareholders at large.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against Defendants Sandra L McCorkel, Gregory R. Swope, and
ooos9a99.wnD; ~i 16
John D. Swope, jointly and severally, in an amount greater than the maximum for referral to
arbitration and in an amount sufficient to fully compensate Penn Products Corporation for its
damages, plus punitive damages, as well as interest, the costs of suit, and such other and further
relief as the Court deems appropriate
COUNT III
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL,
GREGORY R. SWOPE, JOHN D. SWOPE & MEGAN SWOPE
UNJUST ENRICHMENT
54. Paragraphs 1 through 47, above, are incorporated by reference as if fully set forth
here.
55. Despite her lack of entitlement to commissions on the sale of real estate, Defendant
McCorkel took and kept commissions, totaling at least $70,877.50, which inured to her benefit
and to the detriment of PPC.
56. Despite their lack of entitlement to funds disbursed to them in early 2011, Defendant
McCorkel took and kept $360,432, Defendant G. Swope and Defendant J. Swope each. took and
kept $100,318.14, all of which inured to their individual benefit and to the detriment of PPC.
57. Under the circumstances, Defendant McCorkel, Defendant G. Swope, and Defendant
J. Swope were unjustly enriched at the expense of PPC and should disgorge their benefit to PPC.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against (1) Defendant Sandra L. McCorkel in an amount greater
than the maximum for referral to arbitration and in an amount sufficient to fully compensate
Penn Products Corporation for its damages; (2) against Defendant Gregory R. Swope in an
amount greater than the maximum for referral to arbitration and sufficient to fully compensate
00059499.WPD; vl 17
Penn Products Corporation for its damages; and (3) against Defendant John D. Swope in an
amount greater than the maximum for referral to arbitration and in an amount sufficient to fully
compensate Penn Products Corporation for its damages. Plaintiff, Penn Products Corporation
further request this Honorable court to award Plaintiff the costs of suit, interest, and such other
and further relief as the court deems appropriate.
COUNT IV
PENN PRODUCTS CORPORATION v. SANDRA L. McCORKEL
DECLARATORY JUDGMENT
58. Paragraphs 1 through 57, above, are incorporated by reference as if fully set forth
here.
59. By letter dated June 28, 2012, William Andring, Esquire, acting on behalf of
Defendant McCorkel, demanded payment to Defendant McCorkel of $314,000 in real estate
commission from the February 17, 2011, sale of more than 800 acres to the United States
National Park Service for $3,140,000. He also demanded payment to Defendant McCorkel of
prior years' real estate commissions of $42,360, wages of $18,100 from 2011, wages of $250 for
some period before 2011, and loan repayment of some undocumented loan in the amount of
$5000. A true and correct copy of Attorney Andring's letter is attached hereto as Exhibit 2.
60. Defendant McCorkel is not entitled to the real estate commissions she claims.
61. Absent appropriate documentation, it would be inappropriate and a breach of
fiduciary duty for the New Directors to authorize payment of Defendant McCorkel's claimed
wages and loan repayment.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
00059499. WPD; v 1 18
enter judgment in its favor and against the Defendant Sandra L. McCorkel, declaring that Penn
Products Corporation has no obligation or duty to pay to Sandra L. McCorkel the amount of
$337,010 she claims, plus the costs of suit and such other and further relief as the Court deems
appropriate.
Respectfully submitted,
Date: November 19, 2012 rv Beshore, Esquire
Attorney ID # PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for Plaintiff
00059499.WPD; vl 19
CERTIFICATE OF SERVICE
I, Marvin Beshore, Esquire, hereby certify that a true and correct copy of the foregoing
Second Amended Complaint was served this 19t'' day of Novmeber 2012 via United States mail,
first class postage prepaid in Harrisburg, Pennsylvania, upon counsel for the defendants as
follows:
William H. Andring, Esquire
248 Creek Road
Camp Hill, Pennsylvania 17011
1
~,
i~
l
arvi Beshore, squire
00059499.WPD; vl 20
PENN PRODUCTS CORPORATION,
Plaintiff
v.
SANDRA L. McCORKEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and
MEGAN SWOPE
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Civil Action -Law
No. 2012-4949 Civil Term
VERIFICATION
I, David J. Horick, President of Penn Products Corporation, hereby verify that the facts
alleged in the foregoing Second Amended Complaint are true and correct to the best of my
knowledge, information, and belief.
This Verification is made subject to the penalties of 18 Pa.C.S. § 4904 relating to
unsworn falsifications to authorities.
November 19, 2012
David J. Horic
00055035.WPD; vl
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON
PLAINTIFFS PLEAS OF CUMBERLAND
COUNTY, PENNSYLVANIA
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS 12-4949 CIVIL TERM
IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFF'S
SECOND AMENDED COMPLAINT
ORDER OF COURT
AND NOW, this— AC!!�'day of April, 2013, upon consideration of the
Defendants' Preliminary Objections, the Plaintiffs response thereto, briefing by
the parties, and argument en bans, the Preliminary Objections are OVERRULED
and the Defendants SHALL FILE an Answer to the Plaintiffs Second Amended
Complaint within twenty (20) days.
By the Court,
Albert H. MaslancT, J
C--
..0:r
Marvin Beshore, Esquire
130 State Street, P.O. Box 946
C7;
Harrisburg, PA 17108-0946
For Plaintiffs
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
7
#i5 itfa C- led
C 4//tV/3
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON
PLAINTIFFS PLEAS OF CUMBERLAND
COUNTY, PENNSYLVANIA
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, AND
JOHN D. SWOPE,
DEFENDANTS 12-4949 CIVIL TERM
IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFF'S
SECOND AMENDED COMPLAINT
BEFORE HESS, P.J.,MASLAND-J., AND PLACEY, J.
Masland, J., April 6, 2413:--
Before the court are the Preliminary Objections filed by Defendants
Sandra L. McCorkel, Gregory R. Swope, Megan Swope, and John D. Swope, to
the Second Amended Complaint filed by Plaintiff, Penn Products Corporation.
Following briefing by the parties and argument en bans, we overrule the
objections in all respects.
This matter arises from a dispute between the Plaintiff corporation and its
former officers and directors. Relevant here, the Complaint presents a count
alleging the Defendants breached their fiduciary duty to the corporation, a count
alleging unjust enrichment, and a count requesting a declaratory judgment
against Defendant, Sandra L. McCorkel.
12-4949 CIVIL TERM
I. Discussion
Restated for clarity,' Defendants present the following preliminary
objections:
1. An objection to Plaintiffs breach of fiduciary duty claim for insufficient
specificity;
2. A demurrer to Plaintiffs claim for unjust enrichment;
3. An objection to Plaintiff's claim for unjust enrichment on the basis of
insufficient specificity; and
4. A demurrer to Plaintiffs request for a declaratory judgment.
A. Breach of Fiduciary Duty— Insufficient Specificity
Underlying Plaintiffs claim is the contention that Defendants paid
themselves inappropriate real estate commissions during their tenure as officers
of the Plaintiff Corporation. Defendants argue that Plaintiff has failed to aver with
sufficient specificity each allegedly improper payment. Defendants concede
Plaintiffs averred eighteen specific payments between May 20, 2002 through
May 4, 2007, but argue there are no specific payments listed after that date
despite Plaintiffs allegation that improper payments continued after that date. As
such, Defendants assert they are without sufficient information to admit or deny
any allegations of improper payments after May 4, 2007. We disagree.
The Pennsylvania Rules of Civil Procedure provide, in relevant part,
"[a]verments of time, place and items of special damage shall be specifically
stated." Pa. R.C.P. No. 1019(f). A preliminary objection on the basis of
insufficient specificity may be sustained if a plaintiff merely alleges a lump sum of
Defendants initially filed six preliminary objections but withdrew two at the time of briefing.
-2-
12-4949 CIVIL TERM
damages owed without itemizing those damages insofar as reasonably practical.
Masters v. Karivalis, 73 Pa. D. & C.2d 40, 41-42 (Phila. Co. 1975).
Here, Plaintiff has averred with specificity substantially all allegedly
improper payments. Furthermore, this matter is not proceeding in a vacuum. All
parties have previously participated in a lengthy and hotly contested hearing on
2
injunctive relief relating to the control of the Plaintiff Corporation. At the hearing,
presided over by the undersigned, substantial testimony was elicited from all
relevant parties and all witnesses were subjected to substantial cross
examination on all factual aspects of the underlying dispute that is the subject of
this litigation. At this stage, for any party to claim it has insufficient information to
admit or deny any claim associated with this case is not credible. Accordingly,
this preliminary objection is overruled.
B. Demurrer— Unjust Enrichment
Defendants next object to Plaintiffs claim for unjust enrichment on the
basis that Plaintiff cannot convert a claim for fraud and breach of fiduciary duty
into a claim for unjust enrichment.
We agree that, ultimately, Plaintiff may not recover damages for both
breach of contract and for unjust enrichment. However, at this initial stage of
litigation, Plaintiff has the right to plead an equitable remedy in the alternative to
its contract claim. Further, if Plaintiff had failed to plead an alternative count of
unjust enrichment that remedy would be unavailable if it failed to prove the
2 See Penn Products Corporation, David J. Horick, Douglas C. Horick, Marilyn Snyder Budzynski,
Executrix-DBN of the Estate of Maybelle Asper, Deceased, Daniel A. Kuhn, Donna Lee Goff,
Lewis G. Kuhn, Carolyn Wagner, Doris I. Ernst, and Jean M. Horick v. Sandra McCorkel, Gregory
R. Swope, Megan Swope, and John Swope, 12-2838 Civil Term, Cumberland County. Hearing
held, May 14, 2012.
-3-
12-4949 CIVIL TERM
existence of a contract at trial. Birchwood Lakes Community Assn Inc. v. Comis,
442 A.2d 304, 308 (Pa. Super. 1982). Accordingly, this preliminary objection is
overruled.
C. Insufficient Specificity— Unjust Enrichment
Defendants next object to Plaintiffs claim for unjust enrichment on the
basis of insufficient specificity for identical reasons they objected to the breach of
contract claim. We overrule this objection for the same reasons we overruled the
first objection. Defendants have ample information to answer Plaintiffs
Complaint.
D. Demurrer— Declaratory Judgment
Finally, Defendants object to the request for a Declaratory Judgment on
the basis that such relief is unavailable in the context of a claim for breach of
fiduciary duty. We disagree.
Prior to the filing of the Second Amended Complaint, Plaintiff received a
demand letter from Defendant Sandra McCorkel seeking payment of a $337,010
real estate commission relating to the sale of Corporate real estate during her
tenure as an officer of the Corporation. The final count of the Second Amended
Complaint seeks a declaratory judgment stating Plaintiff has no obligation to pay
the requested sum.
Defendants argue such relief is unavailable and beyond the scope of the
relief contemplated by the Declaratory Judgments Act, 42 Pa.C.S. §7531 et seq.
Specifically, Defendants allege Plaintiff s request for declaratory judgment does
not seek to adjudicate a contractual dispute as contemplated by §7533 of the Act
-4-
12-4949 CIVIL TERM
and does not present a controversy appropriate for a final judgment or decree as
required by §7532 of the Act. Defendants' argument lacks merit.
Defendants' contentions completely ignore §7536, which states:
§7536. Enumeration not exclusive. The enumeration
in section 7533 (relating to construction of
documents) ... does not limit or restrict the exercise of
the general Rowers, conferred in section 7532
(relating to general scope of declaratory remedy), in
any Proceeding, where declaratory relief is sought, in
which a judgment or decree will terminate the
controversy or remove an uncertainty.
42 Pa.C.S. § 7536 (emphasis added).
By the plain language of the statute, declaratory relief is not solely
available in contractual disputes or where a grant of such relief would result in a
final judgment. Here, should the court grant the request for declaratory
judgment, the uncertainty of Plaintiffs obligation to Defendant Sandra McCorkel
would be removed. As such, the request is proper and the preliminary objection
is overruled.
11. Conclusion
For these reasons, the Defendants' Preliminary Objections are overruled
in all respects. Defendants shall file an Answer to the Second Amended
Complaint within 20 days.
ORDER OF COURT
AND NOW, this
day of April, 2013, upon consideration of the
Defendants' Preliminary Objections, the Plaintiffs response thereto, briefing by
the parties, and argument en bans, the Preliminary Objections are OVERRULED
-5-
12-4949 CIVIL TERM
and the Defendants SHALL FILE an Answer to the Plaintiff's Second Amended
Complaint within twenty (20) days.
By the Court,
Albert H. Masland, J.
Marvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
For Defendants
-6-
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON
PLAINTIFFS PLEAS OF CUMBERLAND
COUNTY, PENNSYLVANIA
V.
SANDRA L. McCORKEL, GREGORY
R. SWOPE, JOHN D. SWOPE, AND
MEGAN SWOPE,
DEFENDANTS 12-4949 CIVIL TERM ✓
------- --------------------------------------------------------
SANDRA L. McCORKEL IN THE COURT OF COMMON
PLAINTIFF PLEAS OF CUMBERLAND
COUNTY, PENNSYLVANIA
V.
PENN PRODUCTS CORPORATION,
DEFENDANT 12-5473 CIVIL TERM
ORDER OF COURT
AND NOW, this day of April, 2013, upon consideration of the
Motions to Consolidate filed by Plaintiff/Defendant Penn Products Corporation in
the cases docketed at 12-4949 and 12-5473, respectively, the Motion is
GRANTED. The captioned actions are consolidated for all purposes and shall
proceed under docket 12-4949 as it was first filed. Cf Pa.R.C.P. No. 213.1(b)
(regarding coordination of actions in different counties).
By the Court,
10
Albert H. Masland, J.
v- Marvin Beshore, Esquire M
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
William Andring, Esquire
248 Creek Road
CD C-D
Camp Hill, PA 17011
iRa,'le-e/ 15.113
a
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION - LAW
SANDRA L. McCORKEL, GREGORY .ox
R. SWOPE, MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE �
Defendants JURY TRIAL DEMANDED.43> ch
D c-3
NOTICE TO PLEAD
.�;.
To: Penn Products Corporation
You are hereby notified to file a written response to the enclosed New Matter
within twenty (20) days from service hereof or a judgment may be entered against you.
a
WILLIAM H. ANDRING, E .
Attorney for Plaintiffs
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION - LAW
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
DEFENDANTS' ANSWER AND NEW MATTER
AND NOW come Defendants, Sandra L. McCorkel, Gregory R. Swope, Megan
Swope, and John Swope, by and through their attorney, William H. Andring, Esq., and
file the within Answer and New Matter to the Second Amended Complaint of Plaintiff.
1. Admitted.
2. Admitted.
3. Admitted.
4. Admitted.
5. Admitted.
6. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
7. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
8. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
9. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
10. Denied. Both Joyce L. Swope and Richard L. Swope are currently deceased,
and have been for many years. As to the remainder of the allegations contained in this
paragraph, they are denied, as after reasonable investigation, Defendants are without
knowledge or information sufficient to form a belief as to the truth of the averments
contained in this paragraph. By way of further answer, it is averred that the books and
records of Penn Products Corporation are in the possession of the Plaintiff, and the books
and records speak for themselves.
iM
11. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves. It is further denied that Defendant Sandra McCorkel had "control"
of the checkbooks and funds of Plaitiff from 1979 until 2012.
12. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
13. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
14. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
15. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
16. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
17. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
18. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves. It is further averred that any commissions on sales paid to or
claimed by Sandra McCorkel or Joyce Swope were properly authorized by the Plaintiff,
earned by either Sandra McCorkel or Joyce Swope, and duly payable.
19. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
20. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
21. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
22. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
23. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
24, Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
25. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
26. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
27. Admitted in Part and Denied in Part. It is admitted that Plaintiff sold a tract
of land of approximately 800 acres on or about February 17, 2011, for approximately
$3.14 million. It is denied that there was"no communication"to shareholders by
management concerning this sale or the use of the proceeds, as the Complaint fails to
contain any time frame during which communications allegedly did not occur. After
reasonable investigation, Defendants are without knowledge or information sufficient to
form a belief as to the truth of the remaining averments contained in this paragraph. By
way of further answer, it is averred that the books and records of Penn Products
Corporation are in the possession of the Plaintiff, and the books and records speak for
themselves.
28. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
29. Admitted.
30. Denied. Denied. This paragraph contains conclusions of law to which no
responsive pleading is required. To the extent a responsive pleading is required, it is
denied that Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
31. Denied. Any and all payments made by Defendants on behalf of Penn
Products Corporation"suggests"only that legitimate debts and obligations of the
corporation were being honored. It is denied that Defendants have engaged in any
conduct contrary to the requirements of the Pennsylvania Business Corporation Law, or
in breach of any fiduciary duty.
32. Denied. It is denied that Defendants ever"withheld" any information of any
type from the shareholders of Penn Products Corporation, ever used "inside information"
to the detriment of shareholders, or ever offered to buy shares at less than "value",
whatever that term means. Defendants further aver that there is no Exhibit 1, or letter,
attached to the complaint. After reasonable investigation, Defendants are without
knowledge or information sufficient to form a belief as to the truth of the remaining
averments contained in this paragraph. By way of further answer, it is averred that the
books and records of Penn Products Corporation are in the possession of the Plaintiff, and
the books and records speak for themselves. It is further denied that Defendants ever
engaged in self-dealing or breach of fiduciary duty.
33. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph, regarding when certain persons"learned"certain information. After
reasonable investigation, Defendants are without knowledge or information sufficient to
form a belief as to the truth of the remaining averments contained in this paragraph. By
way of further answer, it is averred that the books and records of Penn Products
Corporation are in the possession of the Plaintiff, and the books and records speak for
themselves.
34. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
35. Denied. It is denied that any valid election of officers or directors of Penn
Products Corporation occurred on April 25, 2012.
36. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves. It is further averred that Defendants have no knowledge of what
the"New Officers"have found, lost,misplaced, or disposed of.
3'7. No responsive pleading required.
38. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
39. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
40. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty, or that any
payments authorized by Defendant McCorkel exceeded her authority or constituted self-
dealing.
41. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendant McCorkel has engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
42. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
43. Denied. After reasonable investigation, Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. By way of further answer, it is averred that the books and records of Penn
Products Corporation are in the possession of the Plaintiff, and the books and records
speak for themselves.
44. Denied. It is denied that any Defendants failed to exercise any appropriate
supervision or control over any officer or employee of Plaintiff. It is further averred that
this paragraph contains conclusions of law to which no responsive pleading is required.
To the extent a responsive pleading is required, it is denied that Defendants have engaged
in any conduct contrary to the requirements of the Pennsylvania Business Corporation
Law, or in breach of any fiduciary duty.
45. Denied. It is denied that any Defendants failed to exercise any appropriate
supervision or control over any officer or employee of Plaintiff, or that any officer or
employee of Penn Products Corporation received a wage or commission that was not
appropriate. It is further averred that this paragraph contains conclusions of law to which
no responsive pleading is required. To the extent a responsive pleading is required, it is
denied that Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
46. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
47. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
48. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation'Law, or in breach of any fiduciary duty, or ever
authorized or received any inappropriate payments.
49. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty, or ever
authorized or received any inappropriate payments. It is further denied that Defendants
ever acted to "funnel" corporate monies to any person.
50. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty.
51. No responsive pleading required.
52. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty, or ever
authorized or received any inappropriate payments. It is further denied that Defendants
ever acted to "funnel" corporate monies to any person.
53. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty, or ever
authorized or received any inappropriate payments. It is further denied that Defendants
ever acted to "funnel" corporate monies to any person.
54. No responsive pleading required.
55. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty, or ever
authorized or received any inappropriate or unearned payments.
56. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty, or ever
authorized or received any inappropriate or unearned payments.
57. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, it is denied that
Defendants have engaged in any conduct contrary to the requirements of the
Pennsylvania Business Corporation Law, or in breach of any fiduciary duty, or ever
authorized or received any inappropriate payments, or were in any manner unjustly
enriched.
58. No responsive pleading required.
59. Admitted in part and denied in part. It is admitted that a letter was sent by
Attorney Andring to Penn Products Corporation. The contents of that letter speak for
themselves. It is denied that any letter or Exhibit 2 is attached to the complaint.
60. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, Defendant
McCorkel is legally entitled to receive any and all amounts she has claimed.
61. Denied. This paragraph contains conclusions of law to which no responsive
pleading is required. To the extent a responsive pleading is required, Defendant
McCorkel is legally entitled to receive any and all amounts she has claimed.
NEW MATTER
62. The factual allegations contained in paragraphs 22, 23, 25, 26, 40, 43, 49, 52,
53, and 55 of the Complaint all occurred outside of the applicable statute of limitations,
and therefore may not form the basis for an action for breach of fiduciary duty.
}
63. The present action has been neither filed nor pursued in good faith by the
Plaintiff, but is part of an ongoing personal vendetta by David Horick directed against the
Defendants and the Plaintiff.
WHEREFORE, Defendants request this Honorable Court to dismiss the Second
Amended Complaint.
Respectfully submitted,
William H. Andring, Esq.
Attorney for Defendants
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
r
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION - LAW
SANDRA L. McCORKEL, GREGORY :
R. SWOPE, MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
VERIFICATION
I hereby affirm that the statements contained in the attached document are true
and correct, to the best of my knowledge, information and belief. I understand that false
statements therein are made subject to the penalties of 18 Pa.C.S. §4904, relating to
unsworn falsification to authorities.
w �
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION - LAW
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
CERTIFICATE OF SERVICE
I, William H. Andring, Esq., hereby certify that on this, the 25th day of April,
2013, I served a copy of the attached document by causing it to be deposited in the
United States Mail, First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
� c `
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V. Civil Action-Law
SANDRA L. McCORKEL, GREGORY R.
S WOPE,JOHN D. S WOPE, and No. 2012 -4949 Civil Term r
MEGAN S WOPE .b
cis aa. ::Z
Defendants rn'
�. �
N .)
NOTICE TO PLEAD o cn °
TO: Sandra L. McCorkel -
c% William H. Andring, Esquire ;
248 Creek Road
Camp Hill, PA 17011
You are hereby notified to file a written response to the enclosed PLAINTIFF'S
ANSWER WITH NEW MATTER TO SECOND AMENDED COMPLAINT OF
COUNTER-CLAIMANT SANDRA L. McCORKEL within twenty(20) days from service
hereof or a judgment may be entered against you.
Respectfully submitted,
Marvin Beshore, Esquire
Attorney ID #PA 31979
130 State Street, P.O. Box 946
Dated: April 25, 2013 Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for Plaintiff
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
. .,�.
V. Civil Action-Law
SANDRA L. McCORKEL, GREGORY R.
SWOPE,JOHN D. SWOPE, and No. 2012 -4949 Civil Term
MEGAN SWOPE
Defendants :
PLAINTIFF'S ANSWER WITH NEW MATTER
TO SECOND AMENDED COMPLAINT OF COUNTER-CLAIMANT
SANDRA L. MCCORKEL '
NOW COMES Plaintiff, PENN PRODUCTS CORPORATION, by and through its
attorney, Marvin Beshore, Esquire, and states the following answer ta'the Second Amended .
Complaint of Counter-Claimant', Sandra L. McCorkel:'
1. Admitted.
a
2. Admitted.
3. Admitted.
4. It is specifically denied that Sandra L. McCorkel (hereinafter,"McCorkel")was the
lawful president and chief operating officer of Penn Products Corporation from April of 2006
until her termination on April 25,2012. To the contrary,McCorkel was made Secretary of Penn
' By Order of April 5,2013,the action styled,Sandra L.McCorkel v.Penn Products Carporaiion,which
had been filed to number 2012-5473,was consolidated with this action under the docket number 2012-4949.
Accordingly,the complaint filed to number 2012=5473 became a cbuiiter-claim in the instant action.
1
Products Corporation in 1979 and retained that position until her termination on April 25, 2012.
The Bylaws of Penn Products Corporation specifically prohibit the same person from
concurrently occupying the positions of Secretary and President.
5. Paragraph 4, above, is incorporated by reference as if fully set forth here. In as much
as McCorkel could not legitimately be both Secretary and President of Penn Products
Corporation at the same time, it is specifically denied that she was responsible for conducting all
of the affairs of the corporation, including land development and the sale of real estate. By way
of further answer, it is averred that all actions taken by McCorkel after she allegedly became
president of the corporation were ultra vices.
6. It is specifically denied(i)that McCorkel's compensation as an officer of Penn
Products Corporation ever consisted of a salary and a ten percent (10%) commission on all sales
made by McCorkel on behalf of the Corporation; (ii)that the Corporation's Board of Directors
ever approved such compensation for McCorkel; (iii) and that sales commissions for officers
engaged in the sale of real estate were first instituted by the Corporation on March 27, 1972 and
that such commissions continued until April 25, 2012. It is also specifically denied that
McCorkel was ever entitled to a commission on the sale of real estate. By way of further answer,
it is asserted that the Board of Directors of Penn Products Corporation never authorized both a
salary and a commission on the sale of real estate for McCorkel and, further, the Board of
Directors took action by Unanimous Consent in Writing on May 2, 1995, which ceased
compensation to officers effective May 1, 1995. At no time thereafter did the Corporation
authorize payment of commissions on the sale of real estate. By way of further denial, it is
alleged that McCorkel was an hourly employee of the corporation and her wage was set at$20.00
2
per hour on April 9, 2002, and her wage rate was never subsequently increased or changed.
7. It is specifically denied that McCorkel was entitled to salary from Penn Products
Corporation during calendar years 2011 and 2012. It is also specifically denied that McCorkel
was entitled to $800 per week from Penn Products Corporation during calendar years 2011 and
2012. To the contrary, the Board of Directors set McCorkel's wages at $20.00 per hour as of
April 9, 2002. Furthermore, the corporation lacks records to document hours worked by
McCorkel and demands strict proof at trial of the hours she worked.
8. Denied as stated. After reasonable investigation, Penn Products Corporation is
without sufficient information on which to base a conclusion as to (i) whether it experienced an
ongoing shortage of operating funds from 1983 until 2011, (ii) whether Penn Products
Corporation had any obligation to make salary, commission or pension payments, either before or
after May 1, 1995, (iii) and whether Penn Products Corporation was unable to meet its financial
obligation between 1983 and 2011. It is specifically denied that any officer of Penn Products
Corporation was entitled to any commission on the sale of real estate after May 1, 1995. It is
further specifically denied that McCorkel was entitled to a salary after April 9, 2002; instead, she
was an hourly employee and her compensation was fixed at$20.00 per hour.
9. Paragraph 8, above, is incorporated by reference as if fully set forth here. By way of
further answer, it is specifically denied that McCorkel entered into an oral agreement with Penn
Products Corporation in 1983 to defer collection of salary and commissions due and owing to her
until such times as the Corporation had sufficient funds to pay these amounts and meet it other
financial obligations.
3
10. After reasonable investigation, Penn Products Corporation is without sufficient
information to base a conclusion as to the truth of the assertions in Paragraph 10 and,therefore,
denies same and demands strict proof at trial. By way offurther denial,the minutes and
resolutions of the Board of Directors of Penn Products Corporation do not reflect such
knowledge or acquiescence.
11. Denied as stated. It is admitted that the Accounts Payable report reflects the amount
alleged, but it is specifically denied that McCorkel is entitled to such amount. By way of further
answer, it is asserted that McCorkel exclusively controlled the information used to create the
accounts of Penn Products Corporation.
12. It is specifically denied that McCorkel earned$314,000 as a commission of the sale
of real estate from Penn Products Corporation to the United States Government during 2011. It
is admitted that Penn Products Corporation did not pay any such commission to McCorkel during
2011.
13. Denied as stated. It is admitted that the Accounts Payable report reflects the amount
alleged,but, after reasonable investigation, Penn Products Corporation lacks sufficient
information on which to base a conclusion as to whether it owed said amount to McCorkel and,
therefore, denies same and demands strict proof at trial. By way of further answer, it is asserted
that McCorkel exclusively controlled the information used to create the books and records of
Penn Products Corporation.
14. It is specifically denied that Plaintiff was entitled to any salary from Penn Products
Corporation from January 1, 2012, through April 25, 2012. After reasonable investigation, Penn
Products Corporation lacks sufficient information on which to base a conclusion as to whether it
4
owed said amount to McCorkel and,therefore, denies same and demands strict proof at trial.
15. It is specifically denied that Penn Products Corporation entered into an oral
agreement whereby McCorkel lent to Penn Products Corporation approximately$25,000 during
2009 and 2010. After reasonable investigation, Penn Products Corporation is without sufficient
information on which to base a conclusion as to the truth of the remaining averments of
Paragraph 15, and , therefore, denies same and demands strict proof at trial.
16. Denied as stated. It is admitted that the Accounts Payable report reflects the amount
alleged, but, after reasonable investigation, Penn Products Corporation lacks sufficient
information on which to base a conclusion as to whether it owed said amount to McCorkel and,
therefore, denies same and demands strict proof at trial. By way of further denial, it is
specifically denied that Penn Products Corporation entered into an oral agreement whereby
McCorkel lent to Penn Products Corporation approximately$25,000 during 2009 and 2010 and,
therefore denies that the amount set out on the Accounts payable report is related to any such
loan. By way of further answer, it is asserted that McCorkel exclusively controlled the
information used to create the books and records of Penn Products Corporation.
17. After reasonable investigation, Penn Products Corporation lacks sufficient
information on which to base a conclusion as to the truth of the averments in Paragraph 17 and,
therefore, denies same and demands strict proof at trial.
18. After reasonable investigation, Penn Products Corporation lacks sufficient
information on which to base a conclusion as to the truth of the averments in Paragraph 18 and,
therefore, denies same and demands strict proof at trial.
5
19. After reasonable investigation, Penn Products Corporation lacks sufficient
information on which to base a conclusion as to the truth of the averments in Paragraph 19 and,
therefore, denies same and demands strict proof at trial.
20. Penn Products Corporation specifically denies that it has failed and refused to pay
any legitimate debt it owes to McCorkel.
21. It is specifically denied that there exists no good faith contest or dispute on the part of
Penn Products Corporation of the amounts due and owing to McCorkel, as specified in her
Second Amended Complaint. By way of further denial, Penn Products Corporation asserts that
there is a good faith contest, or dispute, on the part of Penn Products Corporation of the amounts
claimed by McCorkel and further asserts that Penn Products Corporation filed a lawsuit,before
McCorkel filed her action, in this Court and against McCorkel and other former members of
Board of Directors of Penn Products Corporation(all of whom are relatives of McCorkel), which
is docketed to No. 2012-4949, and which seeks over$700,000 in damages plus a declaratory
judgment to the effect that the amounts claimed in McCorkel's Second Amended Complaint are
not owed. The averments of the Second Amended Complaint of Penn Products Corporation are
included by reference as if fully set forth here.
COUNT
WAGE PAYMENT AND COLLECTION LAW
22. Paragraphs 1 through 21, above, are incorporated by reference as if fully set forth
here.
23. The averments of this paragraph constitute conclusions of law to which no response
is necessary.
6
24. It is specifically denied that Penn Products Corporation owes McCorkel unpaid
wages in the amount of$387,000, or any other amount and to denials of Paragraphs 11 through
14 and 17, above, are incorporated here by reference.
25. Paragraph 25 constitutes a conclusion of law to which no response is necessary.
WHEREFORE,Defendant, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against Counter-Claimant, Sandra L. McCorkel, with costs and
attorney's fees awarded against McCorkel.
COUNT II
BREACH OF CONTRACT
26. Paragraphs 1 through 25, above, are incorporated by reference as if fully set forth
here.
27. The averments of Paragraph 27 constitute conclusions of law to which no response
ins necessary. To the extent that any further denial is necessary, or appropriate, Penn Products
Corporation specifically denies that McCorkel was to be compensated in the amounts as
specified in her complaint, that payment of the claimed compensation was to be deferred until
such time as Penn Products had sufficient cash on hand to pay any and all debts or other accounts
payable, and to meet all operating expenses.
28. Paragraph 28 contains a conclusion of law to which no response is necessary. By
way of further answer, after reasonable investigation, Penn Products Corporation lacks sufficient
information on which to base a conclusion as to the truth of the factual averments of Paragraph
28 and the same are,therefore, denied and strict proof is demanded at trial. By way of further
7
denial, it is specifically denied that Penn Products Corporation owes McCorkel any salary or
commissions.
WHEREFORE, Defendant, Penn Products Corporation, requests this Honorable Court
to enter judgment in its favor and against Counter-Claimant Sandra L. McCorkel, with costs and
attorney's fees awarded against McCorkel.
COUNT III
QUANTUMMERUIT
29. Paragraphs 1 through 28, above, are incorporated by reference as if fully set forth
here.
30. The averments of Paragraph 30 constitute legal conclusions to which no response is
necessary and,therefore,the same are denied. To the extent that any answer is necessary or
appropriate, it is specifically denied that McCorkel and Penn Products Corporation have had an
implied contract pursuant to which McCorkel was to perform duties as an officer and chief
operating officer of Penn Products Corporation, was to sell real estate, and was to be
compensated in the amounts as specified in McCorkel's Second Amended Complaint, with
payment of the compensation deferred until such time as Penn Products had sufficient cash on
hand to pay any and all debts or other accounts payable, and meet all operating expenses.
31. The averments of Paragraph 31 constitute conclusions of law to.which no response is
necessary. To the extent that an answer is necessary or appropriate, it is specifically denied(i)
that McCorkel's actions have conferred substantial benefits on Penn Products Corporation, (ii)
that McCorkel's actions caused the Corporation to be solvent, and(iii) that McCorkel's actions
8
caused the Corporation to have a current net value of several million dollars. By way of further
denial, it is asserted that all actions by McCorkel since she purported to become presidentof Penn
Products Corporation were ultra vices and that her claims herein reflect self-dealing and breach
of her fiduciary duty to Penn Products Corporation
32. The averments of Paragraph 32 constitute conclusions of law to which no response is
necessary.
WHEREFORE, Penn Products Corporation requests this Honorable Court to enter
judgment in its favor and against Counter-Claimant, Sandra L. McCorkel, with costs and
attorney's fees awarded against McCorkel.
COUNT IV
BREACH OF CONTRACT
33. Paragraph 33 constitutes a conclusion of law to which no response is necessary. To
the extent that any response is necessary or appropriate, it is specifically denied that McCorkel
made the alleged loan to Penn Products Corporation. It is further specifically denied that Penn
Products Corporation owes to Plaintiff the amount alleged. By way of further denial, the denials
of Paragraphs 15 and 16, above, are incorporated by reference as if fully set forth here. It is
admitted that Penn Products Corporation has refused to pay to McCorkel the amount she claims
in Paragraph 33.
WHEREFORE,Penn Products Corporation requests this Honorable Court to enter
judgment in its favor and against Counter-Claimant, Sandra L. McCorkel with costs and
attorney's fees awarded against McCorkel.
9
NEW MATTER
34. Paragraphs 1 through 33, above, are incorporated by reference, as are Paragraphs 1
through 61 of the Second Amended Complaint of Penn Products Corporation, which was filed to
this number, 2012-4949, all pursuant to Pa.R.C.P. 1019(g).
35. McCorkel's claims are barred because all actions McCorkel purportedly took on
behalf of Penn Products Corporation after she allegedly became president of the corporation were
ultra vices.
36. McCorkel's claims are barred because they are based on unlawful and improper self-
dealing and breach of her fiduciary duty to Penn Products Corporation.
37. McCorkel's claims are barred because she comes to this Court with unclean hands.
38. McCorkel's claims are barred by the applicable statute of limitations.
39. McCorkel's claims are barred by the doctrine of laches.
40. McCorkel's claims are barred by the Statute of Frauds.
41. McCorkel's claims are barred by the doctrine of estoppel.
42. McCorkel's claims are barred by failure of consideration.
43. McCorkel's claims are barred by the doctrine of waiver.
WHEREFORE, Plaintiff, Penn Products Corporation requests this Honorable Court to
enter judgment in its favor and against Counter-Claimant, Sandra L. McCorkel, with costs and
attorney's fees awarded against McCorkel.
10
Respectfully submitted,
Date: April 25, 2013 arvin Beshore, Esquire
Attorney ID # PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for Plaintiff
11
AG r• 2 3. 2013 5:06FM tifii i . �,�w resnorF No. 11623 F, 2
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY,.PENNSYLVANIA
V. Civil Action-Law
SANDRA L. McCORKEL,GREGORY R.
SWOPE, JOHN D. SWOPE,and- No. 20124949 Civil Term
NEE-GAN S.WOPE.
, y .. , ^�,:. r, De�er�dants ° . . • .. ;:'', . '�:.PQ. =u
VERIFICATION
I, David J.Horick, President of Penn Products Corporation,hereby verify that the facts
alleged in the fore-going Answer with New Matter.to Sceand.Amended Complaint of Counter-
Claimant,Sandra L. McCorkel are true tuidcoriect to•the best of my knowledge,information,
and belief.
This Verification is rnade.subject to the penalties of 18 Pa.C.S. §4904 relating to
unsworn falsifications to authorities•
ar'V�••.✓5':f%.�a"5'��•''Ft's, .
e:V .a ')rye
April g�, ]2 —
o2lJ13 L, fly" David J:-Horick,,:
00066243.W?D,A
CERTIFICATE OF SERVICE
I, Marvin Beshore, Esquire, hereby certify that a true and correct copy of the foregoing
Plaintiff's Answer with New Matter of Second Amended Complaint Counter-Claimant Sandra L.
McCorkel was served this 25th day of April 2013 via United States mail, first class postage
prepaid in Harrisburg, Pennsylvania, upon counsel for the defendants as follows:
William H. Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
ary Beshore, Esquire
Attorney ID #PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore @beshorelaw.com
Attorney for Plaintiff
c A
THE
2013 HA Y 14 PM 2: !�
IUMSERLAND cOUNT,'
PENNs YLVA NIA
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V. Civil Action- Law
SANDRA L. McCORKEL, GREGORY R.
SWOPE, J0I4N D. SWOPE, and No. 2012 -4949 Civil Term
MEGAN SWOPE :
Defendants
PLAINTIFF'S REPLY TO DEFENDANTS' NEW MATTER
NOW COMES Plaintiff, Penn Products Corporation, by its Counsel, Marvin Beshore,
Esquire, and makes the following reply to the Defendants' New Matter:
62. The averments of paragraph 62 are denied as conclusions of law to which no replies
are necessary.
63. It is specifically denied that David Horick has a personal vendetta directed against the
Defendants and the Plaintiff. It is specifically denied that the present action is a part of an
ongoing personal vendetta by David Horick. The remainder of paragraph 63 is denied as
conclusions of law to which no replies are necessary.
WRespct lly submitted
Date: April 15, 2013 eshore, Esquire
Attorney ID #PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for Plaintiff
CERTIFICATE OF SERVICE
I, Marvin Beshore, Esquire, hereby certify that a true and correct copy of the foregoing
Plaintiff's Reply to Defendants' New Matter was served this 0th day of April 2013 via United
States mail, first class postage prepaid in Harrisburg, Pennsylvania, upon counsel for the
defendants as follows:
William H. Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
Marvin Beshore, Esquire
Attorney ID #PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore@beshorelaw.com
.A ttorney for Plaintiff
r �
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PENN PRODUCTS CORPORATION Civil Action- Equity
Plaintiffs No. 2012 -4949 =V
C _...s
V. rnr #i
SANDRA L. McCORKEL, ET AL.
—0 CD
Defendants ' —,=;
PRAECIPE TO ATTACH VERIFICATION
To: The Prothonotary of Cumberland County
Please attach the accompanying Verification to Plaintiff s Reply to Defendants' New
Matter.
Respectfully submitted,
Marvin Beshore, Esquire
Attorney ID# PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore @beshorelaw.com
Attorney for Plaintiffs
00052284.WPD;v1
XE-RMCATl O
1, David Horick,President of Perm products Corporation,hereby verify that the
statements of fact made in Plaintiff's Reply to Defpndarq's New Mauer are true and correct to
the best of my knowledge, information and belief. I understand that false statements herein ase
made subjert to the pcnaltics of 18 Pa.C.S. §4904 relating to unsworn falsification to authorities.
Date:
av or esi& t
Y r
CERTIFICATE OF SERVICE
I, Marvin Beshore, Esquire, counsel for Plaintiffs in this action, hereby certify that a true
and correct copy of the foregoing Praecipe was served this 15th day of May 2013 upon
Defendants' counsel, William Andring, Esquire, 248 Creek Rd, Camp Hill,PA 17011,
via United States mail, first class postage prepaid in Harrisburg, PA.
00052284.WPD;vl
LLU
"tl3 .uL -1 P 3. 3
Marvin Beshore,Esquire ,U pEhNSYlOI�� t' ;
Attorney ID No. 31979
130 State Street,P.O. Box 946
Harrisburg,PA 17108-0946
(717)236-0781 FAX(717)236-0791
Email: MbeshoreAbeshorelaw.com
PENN PRODUCTS CORPORATION IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V. Civil action - Equity
SANDRA L. McCORKEL, ET AL. No. 2012 - 4949
Defendants (consolidated by Judge Masland
with 2012-5473)
Judge Masland
MOTION TO COMPEL DISCOVERY
AND NOW, comes Plaintiff, PENN PRODUCTS CORPORATION, by and through its
counsel, Marvin Beshore, Esquire, and moves this Court to compel Defendant, Sandra L.
McCorkel, to respond to Plaintiff's discovery requests and as grounds therefore, states the
following:
1. This is an action by a corporation against its former directors for breach of fiduciary
duty and unjust enrichment based on their self-dealing while in office. Defendant, Sandra L.
McCorkel subsequently filed a claim against the corporation, in which she alleges entitlement to
back pay, commissions, and repayment of a loan. The court has consolidated the two actions
under this docket number.
2. Judge Masland ruled on the Preliminary Objections and a Consolidation Motion in
these cases, 2012-4949 and 2012-5473.
1
3. On May 15, 2013, Plaintiff served Plaintiff's First Request for Production of
Documents and Things Directed to Defendant, Sandra L. McCorkel (hereinafter, "Plaintiff's First
Request for Production")(Exhibit I attached hereto) and Plaintiff's First Set of Interrogatories to
Defendant, Sandra L. McCorkel (hereinafter, "Plaintiff's First Interrogatories")(Exhibit 2
attached hereto).
4. On June 24, 2013, Counsel for Defendant served, via hand delivery, Defendant's
Answers to First Request for Production of Documents of Plaintiff Penn Products Corporation
(Exhibit 3 attached hereto) and Defendant's Answer to First Written Interrogatories of Plaintiff
Penn Products Corporation (Exhibit 4 attached hereto). Defendant did not object to any request
for production, or interrogatory, but she produced no documents whatsoever.
Failure to Produce Documents
5. Plaintiff's First Request for Production, requests 1 and 2, sought production of
documents within Defendant's possession, custody, or control, which tend to support
Defendant's defenses or claims, but admitted that Defendant had responsive documents in her
possession.
Failure to Identify Documents
6. Plaintiff's First Set of Interrogatories, numbers 2 and 5, ask Defendant to identify all
documents that (a) support her claims and (b) support her defenses.
7. Defendant's Answer to First Written Interrogatories of Plaintiff Penn Products
Corporation did not specifically identify any documents supporting Defendant's defenses or
claims, but admitted that she has such documents in her possession.
8. Instead of identifying and providing documents that support Defendant's defenses and
2
claims, Defendant's response merely refers to the records of the Plaintiff corporation. The
response to Plaintiff's First Request for Production stated:
Answer: The averments of the Second Amended Complaint and the Defendants'
Answer and New Matter are supported by the corporate books and records of Penn
Products Corporation, all of which are in the possession of the Plaintiff. It is
believed that the previous attorneys for Penn Products Corporation, Irwin &
McKnight, of Carlisle, PA, and the previous accountants for Penn Products
Corporation, Kochenour, Ernest, Smyser and Burg, of York, PA., [sic] may have
copies of portions of these records. Defendants also have copies of portions of the
corporate records which are in the possession of the Plaintiff. In addition,
Defendants are in the process of procuring various bank and other documents
relating specifically to the loan made by Sandra McCorkel to Penn Products
Corporation, which documents will be provided to Plaintiff.
Plaintiff corporation, however, came into existence in 1927 and, accordingly the records of the
corporation cover 85 years of its existence. Plaintiff cannot be expected to guess which
documents Defendant claims to support her defenses and claims. Furthermore, Defendant
McCorkel was actively involved in the operation and management of the corporation for 32 years
from 1979 until April 25, 2012. As such she has intimate familiarity with the corporation's
records and should be able to specifically identify those documents that support her defenses and
claims. Finally, Defendant McCorkel apparently has copies of relevant documents in her
possession, thereby facilitating her ability to specifically identify and produce responsive
documents.
9. Furthermore, while Defendant points to the corporate records, en masse, to support her
positions, Plaintiff's current directors and officers have been unable to locate a complete set of
corporate records and, therefore, Requests 7, 8, and 9 of Plaintiff's First Request for
Production asked Defendant McCorkel to produce documents in her possession, custody, or
control that evidence corporate action by Plaintiff, including minutes of Board of Directors'
3
meetings, corporate resolutions, and documents evidencing unanimous action in lieu of a meeting
of the Board of Directors. While Defendant admittedly has corporate records in her possession,
she have failed and refused to produce them.
Failure to Respond to Request Lor Production
10. Finally, in Request 10 of Plaintiff's First Request for Production of Documents,
Plaintiff requested that Defendant McCorkel produce all documents that document her activity
between May 1995 and the present. Such documents are relevant and important to Defendant
McCorkel's claims for wages because she was an hourly employee of the Plaintiff corporation.
Defendant, however, has not even responded to that request, at least in any discernible way.
WHEREFORE, Plaintiff requests this Honorable Court to enter an Order directing
Defendant Sandra L. McCorkel within ten (10) days to: (1)provide the specific documents that
are in her possession, custody, or control, which she claims support her defenses and/or claims;
(2) fully identify those documents that are not within her possession, custody, or control which
she claims support her defenses and/or claims; (3) provide all Penn Products Corporation minutes,
resolutions, and documents evidencing unanimous action in lieu of a meeting that are in her
possession, custody, or control; and (4)provide all documents, including, but not limited to,
calendars, day-timers, and organizers, that document her activity while in the employ of Penn
Products Corporation on, and after, May 1995.
4
Respectfully submitte ,
4
Marvin Beshore, Esquire
Attorney ID #PA 31979
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
717-236-0781, Fax: 717-236-0791
MBeshore @beshorelaw.com
Attorney for Penn Products Corporation
Dated: July 1, 2013
5
EXHIBIT I
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V. Civil Action-Law
SANDRA L. MCCORYEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and No. 2012 - 4949 Civil Term
MEGAN SWOPE
Defendants
PLAINTIFF'S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS AND THINGS
DIRECTED TO DEFENDANT, SANDRA L. McCORKEL
NOW COMES Plaintiff, Penn Products Corporation, by counsel, Marvin Beshore, Esq.,
and propounds the following request for production of documents and things to Defendant,
Sandra L. McCorkel pursuant to Pa.R.Civ.P. 4009.1 and Pa.R.Civ.P. 4009.11. Please be advised
that you are required to serve written and under oath answers to this request for production of
documents and things, including any objection you might have, on Plaintiff's counsel within
thirty(30) days following service hereof. Also, as set forth in Pa.R.Civ.P. 4009.12,within thirty
(30) days following service hereof, you are required to produce, or make available to Plaintiff,
those documents and things to which there is no objection and that are within your possession,
custody, or control.
Definitions: The following definitions apply to terms used in these interrogatories:
Second Amended Complaint: the Second Amended Complaint filed in an action styled
Sandra L. McCorkel v. Penn Products Corporation, and docketed to number 2012-5473 in the
Court of Common Pleas of Cumberland County, Pennsylvania.
00066406.WPD;v1 1
Defendants' Answer and New Matter: Defendants' Answer and New Matter to the
Second Amended Complaint filed in an action styled Penn Products Corporation v. Sandra L.
McCorkel, Gregory R. Swope, John D. Swope, and Megan Swope, and docketed to number 2012-
4949 in the Court of Common Pleas of Cumberland County, Pennsylvania.
Documents to be produced:
1. All documents that support, or tend to prove, the allegations contained in the
following paragraphs of the Second Amended Complaint:
a. Paragraph 4;
b. Paragraph 5;
c. Paragraph 6;
d. Paragraph 7;
e. Paragraph 8;
f. Paragraph 9;
g. Paragraph 10;
h. Paragraph 11;
i. Paragraph 12;
j. Paragraph 13;
k. Paragraph 14;
1. Paragraph 15;
m. Paragraph 16;
n. Paragraph 17;
o. Paragraph 18;
00066406.WPD;vl 2
p. Paragraph 19;
q. Paragraph 21;
r. Paragraph 27;
s. Paragraph 28;
t. Paragraph 30; and
u. Paragraph 31.
2. All documents that support, or tend to prove, the denials and/or averments contained
in the following paragraphs of Defendants' Answer and New Matter:
a. Paragraph 6;
b. Paragraph 7;
c. Paragraph 8;
d. Paragraph 9;
e. Paragraph 10;
f. Paragraph 11;
g. Paragraph 12;
h. Paragraph 13;
i. Paragraph 14;
j. Paragraph 15;
k. Paragraph 16;
1. Paragraph 17;
m. Paragraph 18;
n. Paragraph 19;
00066406.WPD;vl 3
o. Paragraph 20;
p. Paragraph 21;
q. Paragraph 22;
r. Paragraph 23;
s. Paragraph 24;
t. Paragraph 25;
u. Paragraph 26;
v. Paragraph 27;
w. Paragraph 28;
x. Paragraph 30;
y. Paragraph 31;
z. Paragraph 32;
aa. Paragraph 33;
bb. Paragraph 34;
cc. Paragraph 35;
dd. Paragraph 36;
cc. Paragraph 38;
ff. Paragraph 39;
gg. Paragraph 40;
hh. Paragraph 41;
ii. Paragraph 42;
J. Paragraph 43;
00066406.WPb;vl 4
kk. Paragraph 44;
11. Paragraph 45;
mm. Paragraph 46;
nn. Paragraph 47;
oo. Paragraph 48;
pp. Paragraph 49;
qq. Paragraph 50;
rr. Paragraph 52;
ss. Paragraph 53;
tt. Paragraph 55;
uu. Paragraph 56;
vv. Paragraph 57;
ww. Paragraph 59;
xx. Paragraph 60;
yy. Paragraph 61; and
zz. Paragraph 63.
3. All statements, within the meaning of Pa.R.Civ.P. 4003.4.
4. All documents that tend to contradict, or disprove, any allegation in the following
paragraphs of the Second Amended Complaint:
a. Paragraph 4;
b. Paragraph 5;
c. Paragraph 6;
00066406.WPD;vl 5
d. Paragraph 7;
e. Paragraph 8;
f. Paragraph 9;
g. Paragraph 10;
h. Paragraph 11;
i. Paragraph 12;
j. Paragraph 13;
k. Paragraph 14;
1. Paragraph 15;
m. Paragraph 16;
n. Paragraph 17;
o. Paragraph 18;
p. Paragraph 19;
q. Paragraph 21;
r. Paragraph 27;
s. Paragraph 28;
t. Paragraph 30; and
u. Paragraph 31.
5. All documents that tend to contradict, or disprove, any allegations in the following
paragraphs of Defendants' Answer and New Matter:
a. Paragraph 6;
b. Paragraph 7;
00066406.WPD;vl 6
c. Paragraph 8;
d. Paragraph 9;
e. Paragraph 10;
f. Paragraph 11;
g. Paragraph 12;
h. Paragraph 13;
i. Paragraph 14;
j. Paragraph 15;
k. Paragraph 16;
1. Paragraph 17;
m. Paragraph 18;
n. Paragraph 19;
o. Paragraph 20;
p. Paragraph 21;
q. Paragraph 22;
r. Paragraph 23;
s. Paragraph 24;
t. Paragraph 25;
u. Paragraph 26;
v. Paragraph 27;
w. Paragraph 28;
x. Paragraph 30;
00066406.WPD;vl 7
y. Paragraph 31;
z. Paragraph 32;
aa. Paragraph 33;
bb. Paragraph 34;
cc, Paragraph 35;
dd. Paragraph 36;
ee. Paragraph 38;
ff. Paragraph 39;
gg. Paragraph 40;
hh. Paragraph 41;
ii. Paragraph 42;
J. Paragraph 43;
kk. Paragraph 44;
11. Paragraph 45;
mm. Paragraph 46;
nn. Paragraph 47;
oo. Paragraph 48;
pp. Paragraph 49;
qq. Paragraph 50;
rr. Paragraph 52;
ss. Paragraph 53;
ff. Paragraph 55;
00066406.WPD;vl 8
uu. Paragraph 56;
vv. Paragraph 57;
ww. Paragraph 59;
xx. Paragraph 60;
yy. Paragraph 61; and
zz. Paragraph 63.
6. All documents not produced in response to the foregoing requests that are identified in
E
your answer or response to Plaintiffs First Set of Interrogatories directed to Defendant, Sandra L.
McCorkel.
7. All minutes of Penn Products Corporations'Board of Directors' Meetings.
8. All corporate resolutions of Penn Products Corporation.
9. All documents evidencing unanimous action in lieu of a meeting of the Penn Products
Corporation Board of Directors.
10. All documents,including,but not limited to,calendars,day-timers,and organizers,
that document your activity between May 1995 and the present.
Respectfully submitted,
Date: 2013 Marvin Beshore,Esquire
Attorney ID#PA 31979
130 State Street,P.O.Box 946
Harrisburg,PA 17108-0946
717-236-0781,Fax: 717-236-0791
MBeshorec�r7beshorelaw.com
Attorney for Plaintiff
00066406.WPD;v3 9
i
CERTIFICATE OF SERVICE
I,Marvin Beshore,Esquire,hereby certify that a true and correct copy of the foregoing
Plaintiff's First Request for Production of Do le is and Things Directed to Defendant Sandra
L. McCorkel was served this day o -2,013 via United States mail, first class postage
prepaid in Harrisburg,Pennsylvania,upon counsel for the defendants as follows:
William H.Andring,Esquire
248 Creek Road
Camp Hill,PA 17011
Marvin Beshore, Esquire
Attorney ID#PA 31 979
130 State Street,P.O.Box 946
Harrisburg,PA 17108-0946
717-236-0781,Fax: 717-236-0791
MBeshore @beshorelaw.com
Attorney for Plaintiff
00066406.WPD;v1 10
EXHIBIT 2
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V. Civil Action-Law
SANDRA L. McCORKEL, GREGORY R.
SWOPE, JOHN D. SWOPE, and No. 2012 - 4949 Civil Term
MEGAN SWOPE
Defendants
PLAINTIFF'S FIRST SET OF INTERROGATORIES TO DEFENDANT,
SANDRA L. McCORKEL
NOW COMES Plaintiff, Penn Products Corporation, by counsel, Marvin Beshore, Esq.,
and propounds the following interrogatories to Defendant, Sandra L. McCorkel pursuant to
Pa.R.Civ.P. 4005. Please be advised that pursuant to Pa.R.Civ.P. 4006, you are required to serve
written and under oath answers to these interrogatories on Plaintiff's counsel within thirty (30)
days following service hereof.
Definitions: The following definitions apply to terms used in these interrogatories:
Second Amended Complaint: the Second Amended Complaint filed by, or on behalf of,
Sandra L. McCorkel in an action styled Sandra L. McCorkel v. Penn Products Corporation, and
originally docketed to number 2012-5473 in the Court of Common Pleas of Cumberland County,
Pennsylvania.
Answer and New Matter to Second Amended Complaint: the Answer and New Matter to
Second Amended Complaint filed in an action styled Penn Products Corporation v. Sandra L.
McCorkel, Gregory R. Swope, John D. Swope, and Megan Swope, and docketed to number 2012-
4949 in the Court of Common Pleas of Cumberland County, Pennsylvania.
00066406.WPD;v1 1
Interrogatories:
1. Identify by name,home address, occupation, employer, business address, and business
telephone number every witness/person with knowledge of facts set forth in the following
paragraphs of the Second Amended Complaint:
a. Paragraph 4
Answer:
b. Paragraph 5
Answer:
c. Paragraph 6
Answer:
00066406.WPD;vi 2
d. Paragraph 7
Answer:
e. Paragraph 8
Answer:
f Paragraph 9
Answer:
g. Paragraph 10
Answer:
00066406.WPD;vl
h. Paragraph 11
Answer:
i. Paragraph 12
Answer:
j. Paragraph 13
Answer:
k. Paragraph 14
Answer:
00066406.WPD;vl 4
1. Paragraph 15
Answer:
m. Paragraph 16
Answer:
n. Paragraph 17
Answer:
o. Paragraph 18
Answer:
00066406.WPD;vl 5
P. Paragraph 19
Answer:
q. Paragraph 21
Answer:
r. Paragraph 27
Answer:
s. Paragraph 28
Answer:
00066406.WPD;vl 6
t. Paragraph 30
Answer:
u. Paragraph 31
Answer:
2. Identify by type of document(e.g., memorandum, letter, minutes of board of directors'
meeting, corporate resolution), date of the document, and author of the document, all documents
that tend to support the averments of the following paragraphs of the Second Amended
Complaint and for each document so identified, state the name, home address, occupation,
business address, and business telephone number of every person with possession, custody, or
control of the document, or a copy thereof.
a. Paragraph 4
Answer:
00066406.WPD;v1 7
b. Paragraph 5
Answer:
c. Paragraph b
Answer:
d. Paragraph 7
Answer:
e. Paragraph 8
Answer:
00066406.WPD;v 1 8
f. Paragraph 9
Answer:
g. Paragraph 10
Answer:
h. Paragraph 11
Answer;
i. Paragraph 12
Answer:
00066406.WPD;vl 9
j. Paragraph 13
Answer:
k. Paragraph 14
Answer:
1. Paragraph 15
Answer:
m. Paragraph 16
Answer:
00066406.WPD,;vl 10
n. Paragraph 17
Answer:
o. Paragraph 18
Answer:
p. Paragraph 19
Answer:
q. Paragraph 21
Answer:
00066406.wPD;A 11
r. Paragraph 27
Answer:
s. Paragraph 28
Answer:
t. Paragraph 30
Answer:
u. Paragraph 31
Answer:
00066406.WPD;vl 12
3., Identify each and every person you expect to call as an expert witness at trial and state
the subject matter on which the expert is expected to testify,the substance of the facts and
opinions to which the expert is expected to testify, and provide a summary of the grounds for
each opinion. Pursuant to Pa.R.Civ.P. 4003.5(a)(1)(b),you may provide a report signed by the
expert, or have the expert answer and sign the answer to this interrogatory.
Answer:
00066406.WPD;v1 13
4. Identify by name, home address, occupation, employer, business address, and business
telephone number every witness/person with knowledge of facts supporting, or otherwise related
to,the denials set forth in the following paragraphs of your Answer and New Matter to Second
Amended Complaint:
a. Paragraph 6
Answer:
b. Paragraph 7
Answer:
c. Paragraph 8
Answer:
00066406.WPD;v1 14
d. Paragraph 9
Answer:
e. Paragraph 10
Answer:
f. Paragraph 11
Answer:
g. Paragraph 12
Answer:
00066406.WPD;vl 15
h. Paragraph 13
Answer:
i. Paragraph 14
Answer:
j. Paragraph 15
Answer:
k. Paragraph 16
Answer:
00066406.WPD;vi 16
1. Paragraph 17
Answer:
m. Paragraph 18
Answer:
n. Paragraph 19
Answer:
o. Paragraph 20
Answer:
00066406.wPD;vl 17
A Paragraph 21
Answer:
q. Paragraph 22
Answer:
r. Paragraph 23:
Answer:
S. Paragraph 24
Answer:
00065406.WPD;vi 18
t. Paragraph 25
Answer:
U. Paragraph.26
Answer:
V. Paragraph 27
Answer:
w. Paragraph 28
Answer:
00066406.WPD;v1 19
x. Paragraph 30
Answer:
y. Paragraph 31
Answer:
z. Paragraph 32
Answer:
aa. Paragraph 33
Answer:
00066406.WPD;vl 20
bb. Paragraph 34
Answer:
cc. Paragraph 35
Answer:
dd. Paragraph 36
Answer:
ee. Paragraph 38
Answer:
21
00066406.wPD;VI
ff. Paragraph 39:
Answer:
gg. Paragraph 40
Answer:
hh. Paragraph 41
Answer:
ii. Paragraph 42
Answer:
22
000664WWPD>v2
jj. Paragraph 43
Answer:
kk. Paragraph 44
Answer:
11. Paragraph 45
Answer:
mm. Paragraph 46
Answer:
00066406.WPD;vi 23
nn. Paragraph 47
Answer:
00. Paragraph 48
Answer:
pp. Paragraph 49
Answer:
qq. Paragraph 50
Answer:
00066406.WPD;vl 24
rr. Paragraph 52
Answer:
ss. Paragraph 53
Answer:
tt. Paragraph 55
Answer:
uu. Paragraph 56
Answer:
00066406.WPD;vt 25
vv. Paragraph 57
Answer:
ww. Paragraph 59
Answer:
xx. Paragraph 60
Answer:
yy. Paragraph 61
Answer:
00066406.WPD;vl 26
zz. Paragraph 63
Answer:
5. Identify by type of document(e.g., memorandum, letter, minutes of board of directors'
meeting, corporate resolution), date of the document, and author of the document, all documents
related to the denial(s) set forth in the following paragraphs of your Answer and New Matter to
Second Amended Complaint and for each document so identified, state the name, home address,
occupation, business address, and business telephone number of every person with possession,
custody, or control of the document, or a copy thereof.
a. Paragraph 6
Answer:
b. Paragraph 7
Answer:
00066406.WPD;v1 27
c. Paragraph 8
Answer:
d. Paragraph 9
Answer:
e. Paragraph 10
Answer:
f. Paragraph 11
Answer:
00066406.WPD;vl 28
g. Paragraph 12
Answer:
h. Paragraph 13
Answer:
i. Paragraph 14
Answer:
j. Paragraph 15
Answer:
00066406.WPD;vl 29
k. Paragraph 16
Answer:
1. Paragraph 17
Answer:
m. Paragraph 18
Answer:
n. Paragraph 19
Answer:
00066406.WPD;v2 30
o. Paragraph 20
Answer:
p. Paragraph 21
Answer:
t1. Paragraph 22
Answer:
r. Paragraph 23
Answer:
00066406.WPD;YI 31
s. Paragraph 24
Answer:
t. Paragraph 25
Answer:
u. Paragraph 26
Answer:
v. Paragraph 27
Answer:
00066406.WPD;vi 32
w. Paragraph 28
Answer:
x. Paragraph 30
Answer:
y. Paragraph 31
Answer:
z. Paragraph 32
Answer:
00066406.WPD;vi 33
aa. Paragraph 33
Answer:
bb. Paragraph 34
Answer:
cc. Paragraph 35
Answer:
dd. Paragraph 36
Answer:
00066406.WPD;v2 34
ee. Paragraph 38
Answer:
f£ Paragraph 39
Answer:
99. Paragraph 40
Answer:
hh. Paragraph 41
Answer:
00066406.WPD;vi 35
ii. Paragraph 42
Answer:
jj. Paragraph 43
Answer:
kk. Paragraph 44
Answer:
ii. Paragraph 45
Answer:
36
00066406.WPD;v
mm. Paragraph 46
Answer:
nn. Paragraph 47
Answer:
oo. Paragraph 48
Answer:
PP. Paragraph 49
Answer:
00066406.WPD;VI 37
qq. Paragraph 50
Answer:
rr. Paragraph 52
Answer:
ss. Paragraph 53
Answer:
tt. Paragraph 55
Answer:
00066406.WPb;vl 38
uu. Paragraph 56
Answer:
vv. Paragraph 57
Answer:
ww. Paragraph 59
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xx. Paragraph 60
Answer:
04066406.WPD;vl 39
i
yy. Paragraph 61
Answer:
zz. Paragraph 63
Answer:
I
Ii
I
Respectfully submitted,
Date: 1k 2013 Marvin Beshore Esquire
Attorney ID 4 PA 31979
130 State Street,P.O. Box 946
Harrisburg,PA 17108-0946
717-236-0781,Fax: 717-236-0791
MBeshore@beshorelaw.com
4torney for Plaintiff
00066406.NVPD;Y, 40
CERTIFICATE OF SERVICE
I,Marvin Beshore, Esquire,hereby certify that a true and correct copy of the foregoing
Plait Off s First Set of Interrogatories to Defendant Sandra L.McCorkel was served this 15th day
of 3--W2013 via United States mail,first class postage prepaid in Harrisburg,Pennsylvania,
upon counsel for the defendants as follows:
i
William H.Andring,Esquire
248 Creep.Road
Camp Hill, PA 17011
T
Marvin Beshore,Esquire
Attorney ID#PA 31979
130 State Street,P.O. Box 946
Harrisburg,PA 17108-0946
717-236-0781,Fax: 717-236-0791
MBeshore@beshorelaw.com
Attorney for°Plaintiff
t
00066406.wpn;VI 41
EXHIBIT 3
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION-LAW
SANDRA L. MCCORIEL, GREGORY
R. SWOPE,MEGAN SWOPE,and : No. 4449 CIVIL 2012
JOHN D. SWOPE
Defendants : JURY TRIAL DEMANDED
DEFENDANTS'ANSWER TO FIRST REQUEST FOR PRODUCTION OF
DOCUMENTS OF PLAINTIFF PENN PRODUCTS CORPORATION
AND NOW come Defendants, Sandra L.McCort{el,Gregory R. Swope,Megan
Swope,and John Swope,by and through their attorney,William H.Andring,Esq.,and
file the within Answer to the First Request for Production of Documents of Plaintiff.
i
Answer: The averments of the Second Amended Complaint and the Defendants'
Answer and New Matter are supported by the corporate books and records of Penn
Products Corporation, all of which are in the possession of the Plaintiff. It is believed
that the previous attorneys for Penn Products Corporation,Irwin&McKnight,of
Carlisle,PA, and the previous accountants for Penn Products Corporation,Kochenour,
Ernest, Snayser and Burg,of York,PA.,may have copies of portions of these records.
Defendants also have copies of portions of the corporate records which are in the
possession of the Plaintiff. In addition,Defendants are in the process of procuring
various bank and other documents relating specifically to the loan made by Sandra
McCorkel to Penn Products Corporation,which documents will be provided to Plaintiff,
Respectfully submitted,
William H. Andring,Esq.
Attorney for Defendants
248 Creek Road
Camp Hill,PA 17011
(717)975-8796
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
: PENNSYLVANIA
V.
CIVIL ACTION- LAW
SANDRA L.McCORKEL, GREGORY
R. SWOPE,MEGAN SWOPE,and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
VERIFICATION
I hereby affirm that the statements contained in the attached document are true
and correct,to the best of my knowledge,information and belief. I understand that false
statements therein are made subject to the penalties of 18 Pa.C.S. §4904,relating to
unsworn falsification to authorities.
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V,
CIVIL ACTION-LAW
SANDRA L.McCORKEL, GREGORY
R. SWOPE,MEGAN SWOPE,and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
CERTIFICATE OF SERVICE
1,William H. Andring, Esq.,hereby certify that on this,the 24th day of June,
2013, I served a copy of the attached document by handing a copy to the person for the
time being in charge at the following address.:
Mai vin Beshore,Esquire
130 State St.,P.O. Box 946
Harrisburg,PA 17108-0946
i
EXHIBIT 4
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION- LAW
SANDRA L. McCORKEL, GREGORY
R. SWOPE,MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
DEFENDANTS' ANSWERS TO FIRST WRITTEN INTERROGATORIES OF
PLAINTIFF PENN PRODUCTS CORPORATION
AND NOW come Defendants, Sandra L.McCorkel,Gregory R. Swope,Megan
Swope, and John Swope, by and through their attorney,William H. Andring,Esq.,and
file the within Answers to the First Written Interrogatories of Plaintiff.
1. Identify by name,home address,occupation,employer,business address, and
business telephone number every witness/person with knowledge of facts set forth in the
following paragraphs of the Second Amended Complaint:
Answer: Each of the Defendants has knowledge of the facts set forth in the
Complaint. In addition,the previous attorneys for Penn Products Corporation, Irwin&
McKnight, of Carlisle,PA, and the previous accountants for Penn Products Corporation,
Kochenour,Ernest, Smyser and Burg, of York,PA.,have knowledge of the facts set forth
in the Complaint.
2. Identify by type of document(e.g.,memorandum,letter,minutes of board of
directors'meeting, corporate resolution),date of the document, and author of the
document, all documents that tend to support the averments of the following paragraphs
of the Second Amended Complaint and for each document so identified, state the name,
home address, occupation,business address, and business telephone member of every
person with possession,custody or control of the document,or a copy thereof.
Answer: The averments of the Complaint are supported by the corporate books
and records of Penn Products Corporation,all of which are in the possession of the
Plaintiff. It is believed that the previous attorneys for Penn Products Corporation, Irwin
&McKnight, of Carlisle, PA, and the previous accountants for Perm Products
Corporation,Kochenour, Ernest, Smyser and Burg, of York,PA.,may have copies of
portions of these records. Defendants also have copies of portions of the corporate
records which are in the possession of the Plaintiff. In addition, Defendants are in the
process of procuring various bank and other documents relating specifically to
Paragraphs 15 and 16,which will be provided to Plaintiff.
3. Identify each and every person you expect to call as an expert witness at trial
and state the subject matter on which the expert is expected to testify,the substance of the
facts and opinions to which the expert is expected to testify, and provide a summary of
the grounds for each opinion. Pursuant to Pa.R.Civ.P. 4003.5(a)(1)(b), you may provide
a report signed by the expert, or have the expert answer and sign the answer to this
interrogatory.
Answer: At this time, it is not expected that the Defendants will call any person
as an expert witness. However,that expectation may change.
4. Identify by name,home address,occupation, employer,business address, and
business telephone number every witness/person with knowledge of facts supporting, or
otherwise related to, the denials set forth in the following paragraphs of your Answer and
New Matter to Second Amended Complaint:
y .
Answer: Each of the Defendants has knowledge of the facts set forth in the
Answer and New Matter to the Second Amended Complaint. In addition,the previous
attorneys for Pemr Products Corporation,Irwin&McKnight, of Carlisle,PA,and the
previous accountants for Penn Products Corporation,Kochenour,Ernest, Smyser and
Burg,of York,PA.,have knowledge of the facts set forth in the Answer and New Matter
to the Second Amended Complaint,
5. Identify by type of document(e.g.,memorandum,letter,minutes of board of
directors'meeting, corporate resolution),date of the document,and author of the
document, all documents related to the denials set forth in the following paragraphs of
your Answer and New Matter to the Second Amended Complaint and for each document
so identified, state the name,home address, occupation,business address, and business
telephone number of every person with possession,custody or control of the document,
I
or a copy thereof.
Answer: The Answer and New Matter to the Second Amended Complaint are
supported by the corporate books and records of Penn Products Corporation,all of which
are in the possession of the Plaintiff, It is believed that the previous attorneys for Penn
Products Corporation,Irwin&McKnight,of Carlisle,PA,and the previous accountants
for Penn Products Corporation,Kochenour,Ernest, Smyser and Burg, of York,PA.,may
have copies of portions of these records. Defendants also have copies of portions of the
corporate records which are in the possession of the Plaintiff
Respectfully submitted,
jz' j17
c —
William H. Andring,Esq.
Attorney for Defendants
248 Creek Road
Camp Hill,PA 17011
(717)975-8796
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION-LAW
SANDRA L. McCORKEL, GREGORY
R. SWOPE,MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
VERIFICATION
I hereby affirm that the statements contained in the attached document are true
and correct,to the best of my knowledge,information and belief. I understand that false
statements therein are made subject to the penalties of 18 Pa.C.S. §4904,relating to
unswom falsification to authorities.
i
w
V
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION- LAW
SANDRA L. McCORKEL,GREGORY
R. SWOPE,MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
CERTIFICATE OF SERVICE
I,William H. Andring,Esq.,hereby certify that on this,the 24th day of June,
2013,I served a copy of the attached document by handing a copy to the person for the
time being in charge at the following address.:
Marvin Beshore,Esquire
130 State St., P.O. Box 946
Harrisburg,PA 17108-0946
r
PENN PRODUCTS CORPORATION : IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V. Civil action- Equity
SANDRA L. McCORKEL, ET AL. No. 2012 - 4949
Defendants (consolidated by Judge Masland
with 2012-5473)
Judge Masland
CERTIFICATE OF SERVICE
I hereby certify that I served a true and correct copy of the above Motion to Compel
Discovery upon all counsel/parties of record by depositing the same in the United States Mail,
first class, postage prepaid, at Harrisburg, Pennsylvania, on the I" day of July 2013, addressed as
follows:
William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
Respectfully submitted,
gMin Beshore, Esquire
Attorney ID#PA 31979
130 State Street,P.O. Box 946
Harrisburg, PA 1.7108-0946
Attorney for Penn Products Corporation
PENN PRODUCTS CORPORATION : IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
v. • Civil action - Equity
SANDRA L. McCORKEL, ET AL. • No. 2012 - 4949
Defendants • (consolidated by Judge Masland
•
with 2012-5473)
•
•
Judge Masland
RULE TO SHOW CAUSE
AND NOW, this 3 day of u r , 2013, upon consideration of the
r
Motion of Penn Products Corporation to Compel Discovery, a Rule is issued upon Sandra L.
McCorkel to show cause why the requested relief should not be granted.
Rule returnable in writing twenty (20) days after the date of this Order. 'd f/ri y
v CG! il • / Te 4 it J "t vs, K kt (1 M/?i
✓ BY THE COURT,
J.
Distribution:
str
vin Beshore, Esquire
P.O. Box 946, 130 State Street, Harrisburg, PA 17108-0946
✓William H. Andring, Esquire
248 Creek Rd., Camp Hill, PA 17011
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2II13 JUL 23 AH 10: 37
CUMBERLAND CGLJJJ Ty
PENNSYLVANIA
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION - LAW
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
DEFENDANTS' ANSWER TO PLAINTIFF'S
MOTION TO COMPEL DISCOVERY
1. Admitted.
2. Admitted.
3. Admitted.
4. Admitted.
5. This paragraph doesn't make any sense, and Defendants' have no idea of what
it means.
6. Admitted.
7. Denied. Plaintiff identified,the books and records of Plaintiff corporation as
supporting her claims and defenses. By way of further answer, it is averred that when
Defendants provided possession of the corporate offices to clients represented by the
attorney for Plaintiff, pursuant to an order of this Court, all of the books and records of
the Corporation were present in the office. Defendants have no idea what Plaintiff has
done with those records, but believes that they were removed from the office by various
current officers and directors of Plaintiff. It is further averred that Defendants have
prepared and are serving upon Plaintiff a request for production of documents, so that
Defendants will have available to them the books and records of the corporation to
support their claims. Defendants are also scheduling depositions of the officers and
directors of Plaintiff, and will inquire as to where the records are presently located. In
other words, Plaintiff is requesting that Defendants identify records that they do not
presently possess, but that the Plaintiff has in its possession. Once the Defendants
receive copies of these records,they will be able to identify those documents which will
be offered into evidence.
8. Denied. The averments contained in Paragraph 7 are incorporated herein. In
addition, it is averred that Defendant McCorkel does not have copies of relevant
documents. The documents are in the possession of the Plaintiff, and Defendant
McCorkel is seeking to obtain copies of the documents from the Defendant.
9. Denied. Defendant McCorkel is not in the possession of the documents which
support her claim.
10. Denied. Defendant McCorkel was a salaried employee of the Plaintiff. In
addition, it is averred that any and all documents which document her activity are in the
possession of the Plaintiff.
WHEREFORE, Defendants request that this Motion to Compel Discovery be
dismissed as premature, or continued until such time as Plaintiff provides copies of the
corporate books and records to the Defendants, so that they may identify specific
documents which support their claim.
v
Respectfully submitted,
William H. Andring, Esq.
Attorney for Defendants
248 Creek Road
Camp Hill, PA 17011
(717) 975-8796
i
PENN PRODUCTS CORPORATION, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY
PENNSYLVANIA
V.
CIVIL ACTION - LAW
SANDRA L. McCORKEL, GREGORY
R. SWOPE, MEGAN SWOPE, and : No. 4949 CIVIL 2012
JOHN D. SWOPE
Defendants JURY TRIAL DEMANDED
CERTIFICATE OF SERVICE
I, William H. Andring, Esq.,hereby certify that on this,the 23rd day of July,
2013, I served a copy of the attached document by causing it to be deposited in the
United States Mail, First Class Postage prepaid, addressed as follows:
Marvin Beshore, Esquire
130 State St., P.O. Box 946
Harrisburg, PA 17108-0946
PENN PRODUCTS CORPORATION, : IN THE COURT OF COMMON
PLAINTIFFS : PLEAS OF CUMBERLAND
: COUNTY, PENNSYLVANIA 2
V.
x
SANDRA L. McCORKEL, GREGORY : el' iv =In
R. SWOPE, JOHN D. SWOPE, AND : rte- c,� °�=
MEGAN SWOPE, 12-4949 CIVIL TERM `p CO'71
DEFENDANTS : (consolidated with 12-5473) �,. cs;r
-- c.
ORDER OF COURT
AND NOW, this /2 day of January, 2014, upon consideration of
Plaintiff's Motion to Compel Discovery filed on July 3, 2013, which resulted in a
Rule to show cause of the same date, to which Defendant filed an answer on
July 23, 2013; however, the court was, unfortunately, not advised by the
Prothonotary or the parties that an answer was filed until January 22, 2014, and
at this late date we are unable to ascertain an appropriate ruling in the absence
of a discussion with or argument by the parties. Therefore, we DIRECT the
parties to appear for argument on this Motion on Wednesday, February 12, 2014,
at 3:30 p.m., in Courtroom Number 1. The parties may file briefs five (5) days in
advance of argument. If either party desires a conference call prior to or in lieu of
argument, they shall coordinate the same with the other party and the court.
By the Court,
�,`� -
Albert H. Maslan., J.
-� Marvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
✓ William Andring, Esquire
248 Creek Road
Camp Hill, PA 17011 :sal
COp i aF',S �1
/ZIP/
PENN PRODUCTS CORPORATION, • IN THE COURT OF COMMON
PLAINTIFF •▪ PLEAS OF CUMBERLAND
• COUNTY, PENNSYLVANIA
V.
•
SANDRA L. McCORKEL, GREGORY
•
R. SWOPE, JOHN D. SWOPE, AND
MEGAN SWOPE, • 12-4949 CIVIL TERM
DEFENDANTS : (consolidated with 12-5473 CIVIL TERM)
fifiliday ORDER OF COURT
AND NOW, this of February, 2014, following a conference
with counsel regarding Plaintiff's Motion to Compel Discovery, pursuant to an
agreement between the parties, Defendants shall supply Plaintiff with copies of
corporate documents in the possession of Defendants. Following review of the
copies by Plaintiff, the parties shall continue to engage in a good faith exchange
of documents and things. The parties understand that they have an ongoing
obligation to supplement their answers.
The court encourages the parties to fully exchange all relevant discovery
prior to trial to ease the burden on the court and the fact finder with respect to the
presentation of the case. Nevertheless, should the parties be unable to resolve
future discovery matters they may petition the court for relief.
By the Court,
Albert H. Masland, J.
r7 -D<
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✓Marvin Beshore, Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
illiam Andring, Esquire
248 Creek Road
Camp Hill, PA 17011
•sal
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