HomeMy WebLinkAbout12-5302 _ _
Marvin Beshore, Esquire
Attorney ID No. 31979 A~~ 2~ PM 2
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
(717) 236-0781 FAX (717) 236-0791
Email: Mbeshore@beshorelaw.com ~
PENN PRODUCTS CORPORATION, 1N THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANI
Civil Action No. ~,530,.~
v.
DOUGLAS G. MILLER, ESQUIRE;
and IRWIN & McKNIGHT, P.C.,
Defendants
NOTICE
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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 ar
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 yo
fail to do so the case may proceed without you and a judgment may be entered against you by th
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.
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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 i
BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT
HIRING A LAWYER.
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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 ASSOCIATTON ~
34 SOUTH BEDFORD STREET
CARLISLE, PENNSYLVANIA I
717-249-3166
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PENN PRODUCTS CORPORATION, 1N THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
Civil Action No.
v.
DOUGLAS G. MILLER, ESQUIRE,
and IRWIN & McKNIGHT, P.C.,
Defendants
COMPLAINT
NOW COMES the Plaintiff, Penn Products Corporation, by its counsel, Marvin Beshor~,
Esquire, and states the following complaint against the Defendants:
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1. Plaintiff, Penn Products Corporation, is a business corporation organized and existin~
under the laws of the Commonwealth of Pennsylvania. It is engaged in the business of real esta~e
development with an address of 1369 Swope Drive, Boiling Springs, Pennsylvania. Plaintiff was
incorporated in, or about, January 1928, and has been in business continually since its
incorporation.
2. Defendant, Douglas G. Miller, Esquire (hereinafter, "Attorney Miller"), is a lawyer
duly licensed in the Commonwealth of Pennsylvania, who maintains an office at 60 West
Pomfret Street, Carlisle, Pennsylvania, and is a partner, shareholder, or principal in the law firm
known as Irwin. & McKnight, P.C.
3. Defendant Irwin & McKnight, P.C. (hereinafter, "Irwin & McKnight"), is a
professional corporation organized for the practice of law under the laws of the Commonwealth
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of Pennsylvania and maintaining offices for the practice of law at 60 West Pomfret Street,
Carlisle, Pennsylvania.
4. Beginning sometime prior to 1980, lawyers with Defendant, Irwin & McKnight, or i~s
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predecessor(s),served as general legal counsel to Penn Products Corporation and continued to j
represent Penn Products Corporation. until. April 25, 2012. Defendant Douglas G. Miller, I
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Esquire, personally represented Penn Products Corporation from in, or about, 2002, until April
25, 2012.
5. On April 25, 2012, at the annual meeting of shareholders, the shareholders of Penn
Products Corporation elected new directors to manage Penn Products Corporation. As one of i~s
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first acts, the newly-elected Board of Directors retained Marvin Beshore, Esquire, to represent ~
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Penn Products Corporation. j
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6. On May 7, 2012, Penn Products Corporation and the shareholders who elected the n~w
slate of directors filed an action against the former directors (Sandra L. McCorkel, Gregory R.
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Swope, John D. Swope, and Megan Swope) in the Court of Common Pleas of Cumberland
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County, which was docketed to No. 2012-2838. The action sought an injunction that (1) j
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prohibited the former directors from holding a purported. "Resumption of Annual Meeting of ~
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Stockholders," (2) prohibited the former directors from acting on behalf of Penn Products j
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Corporation, (3) prohibited the former directors from accessing the financial accounts of Penn
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Products Corporation, (4) authorized and directed the newly elected directors to undertake
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management of Penn Products Corporation, and (5) directed the former directors to turn over toy
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the new directors all keys to corporate property, all corporate checkbooks and other financial
accounts, all corporate records, and the corporation's seal.
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7. "The Court entered a preliminary injunction on May 8, 2012, which it vacated and
reissued in modified form by order o:f May 9, 2012. Following a hearing on May 14, 2012, the
Court issued an order dated May 15, 2012, which substantially granted the relief Plaintiffs
sought. In particular, the Court's Order stated, "All actions of the defendants subsequent to the
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April 25, 2012 Annual Meeting of Shareholders which purported to be on behalf of Penn
Products Corporation are declared null and void unless ratified by the newly constituted Board ~f
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Directors." A true and correct copy of the Court's May 15, 2012, Order is attached hereto as
Exhibit 1 and is incorporated by reference as if fully set forth here.
8. By letter dated May 17, 2012, Marvin Beshore, Esquire, as counsel for Penn Product
Corporation, notified Attorney Miller and Irwin & McKnight that their "services as legal
counsel to Penn Products Corporation are terminated and requested assembly of "all files
belonging to Penn Products Corporation for the entire period of time during which your office o~
its predecessors has served as corporate counsel to Penn Products Corporation," for delivery to
Mr. Beshore's office. A true and correct copy of Mr. Beshore's letter is attached hereto as
Exhibit 2 and is incorporated by reference as if fully set forth here. j
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9. Attorney Miller responded by letter dated May 18, 2012. In that letter, Attorney
Miller admitted that his firm retained $1,771.40 belonging to Penn Products Corporation, and
further stated, "The only property of Penn Products Corporation in the possession of my office
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are original stock certificates numbered 23, 24, 25, and 32, and dividend checks made payable t~?
Maybelle Asper, Russell Ernst, Burnell Rang, and Donna Goff." A true and correct copy of
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Attorney Miller's letter is attached hereto as Exhibit 3 and is incorporated by reference as if full
set forth here.
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10. Mr. Beshore responded to Attorney Miller's May 18, 2012, letter by letter dated May
22, 2012. Mr. Beshore's letter advised Attorney Miller, on the basis of both legal and ethical
authority, that client files in the possession of a law firm belong to the client, not to the law firrr~.
A true and correct copy of Mr. Beshore's letter of May 18, 2012, is attached hereto as Exhibit 4
and is incorporated by reference as if fully set forth here.
11. Mr. Beshore received no response to his letter of May 22, 2012, and wrote to
Attorney Miller on June 6, 20012, again requesting the Penn Products Corporation file. A true
and correct copy of Mr. Beshore's letter of June 6, 2012, is attached hereto as Exhibit 5 and is
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incorporated by reference as if fully set forth here.
12. Mr. Beshore received no response to his letter of June 6, 2012, and again wrote to
Attorney Miller on August 7, 2012. A true and correct copy of Mr. Beshore's letter of August ,
2012, is attached hereto as Exhibit 6 and is incorporated by reference as if fully set forth here.
13. Attorney Miller responded to Mr. Beshore's August 7, 2012, letter by letter dated
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August 8, 2012. In his letter of August 8, Attorney Miller asserts that his firm "is now owed at j
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least $9,100 in outstanding fees," and that his firm is "asserting attorney's liens pursuant to
Pennsylvania Rule of Professional Conduct 1.8(I)." Attorney Miller's letter further asserts that
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"the only property of the corporation that had been in our firm's possession, namely certain stoc~C
certificates and dividend checks, were already turned over to your office." A true and correct
copy of Attorney Miller's August 8, 2012, letter is attached hereto as Exhibit 7 and is I
incorporated by reference as if fully set forth here.
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14. On August 15, 2012, Mr. Beshore requested the allegedly unpaid bills from Attorne~
Miller for presentation to the Penn Products Corporation Board of Directors that day. A true an~
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correct copy of Mr. Beshore's August 15, 2012, letter is attached hereto as Exhibit 8 and is
incorporated by reference as if fully set forth here.
15. Via facsimile on August 15, 2012, Attorney Miller forwarded copies of the allegedl~
outstanding bills from the Irwin & McKnight firm to Penn Products Corporation. True and
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correct copies of those bills are attached hereto as Exhibit 9 and are incorporated by reference a~
if fully set forth here.
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16. At a duly convened meeting of the Board of Directors of Penn Products Corporation
on August 15, 2012, the directors voted to pay Irwin & McKnight for all time charged for
services to Penn Products Corporation on, or before, Apri125, 2012, but, in conformity with
Judge Masland's Order of May 15, 2012, not to pay for time alleged for services to Penn
Products Corporation after April 25, 2012.
17. Pursuant to instructions from the Board of Directors, Mr. Beshore forwarded a
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corporate check to Attorney Miller in the amount of $4,340.00 on August 16, 2012. A true and
correct copy of the check and Mr. Beshore's cover letter are attached hereto as F,xhibit 10 and a~e
incorporated by reference as if fully set forth here.
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18. Mr. Beshore has not received a response to his August 16, 2012, letter and Attorney
Miller has not provided the Penn Products Corporation file.
COUNTI
PENN PRODUCTS CORPORATION V. DOUGLAS G. MILLER, ESQUIRE,
AND IRWIN & McKNIGHT, P.C.
REPLEVIN
19. Paragraphs 1 through 18, above, are incorporated by reference as if fully set forth
here.
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20. In the decades that Attorney Miller and his firm, or its predecessors, have represented
Penn Products Corporation, the firm has certainly accumulated files, and current counsel needs
those files to understand the history and status of issues which Penn Products Corporation must'j
address. For example, in or about August 2011, Attorney Miller submitted a package of materi~l
to Monroe Township in connection with the planned dedication to the Township of a portion o~
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Kuhn Road in White Rock Acres. The Township concluded that the documents, as submitted, j
were incomplete. Current counsel needs the documents that Attorney Miller submitted to
ascertain the status of the project and what work remains to be done and by whom.
21. In addition, Attorney Miller's bills reveal that on May 18, 2012, he scanned and e-
mailed the 1979 corporate minutes, thereby indicating his possession of those records. See
Exhibit 8. Furthermore, Attorney Miller's billing records indicate that he drafted corporate
minutes (including those for the April 25, 2012, Annual Meeting of Shareholders, which he did
not attend) and frequently conducted corporate business by e-mail.
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22. The files Attorney Miller and his firm have accumulated reasonably include, but ar~
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not necessarily limited to, the following: pleadings, witness statements, discovery requests,
discovery responses, deposition transcripts, video depositions, correspondence (whether
electronic or otherwise), memoranda, notes, contracts, architectural or engineering drawings,
maps, plans, reports, tax returns, insurance policies, proposals, financial records, deeds; by-law,
corporate minutes, corporate resolutions, meeting notices, and photographs, whether stored on I
paper, electronically, or by any other means.
23. Attorney Miller's correspondence acknowledges that his firm is holding in escrow
$1,771.40 in Penn Products Corporation funds.
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WHEREFORE, Plaintiff requests this Honorable Court to enter judgment in its favor acid
against the Defendants, which directs Defendants, within three (3) days following entry of
judgment, to turn over to Marvin Beshore, Esquire, counsel for Plaintiff, Penn Products
Corporation, all files and other documents, whether kept on paper, or electronically, which are
related to Penn Products Corporation or White Rocks Acres, including, but not necessarily
limited to: leadin s witness statements discover re uests discover res onses, de osition
p g> Y q Y P p I
transcripts, video depositions, correspondence (whether electronic or otherwise), memoranda,
notes, contracts, architectural or engineering drawings, maps, plans, reports, tax returns,
insurance policies, proposals, financial records, deeds, by-laws, corporate minutes, corporate ~
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resolutions, meeting notices, and photographs, plus the $1,771.40 held in escrow.
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Respectfully submitted,
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Date: August 24, 2012 a in 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 i
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PENN PRODUCTS CORPORATION IN THE COURT OF COMMON PLEAS OF
DAVID J. HORICK, DOUGLAS C. ;CUMBERLAND COUNTY, PENNSYLVANIA',
HORICK, MARILYN SNYDER
BUDZYNSKI, Executrix-DBN of the
Estate of Maybelle Asper, Deceased,
DANIEL A. KUHN, DONNA LEE GOFF,
LEWIS G. KUHN, CAROLYN WAGNER,: r,
DORIS I. ERNST, AND JEAN M. ~
PLAINTIFFS ~ -o
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V. r... ~ ~
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SANDRA L. McCORKEL, GREGORY ° w
R. SWOPS, MEGAN SWOPS, AND : ~ w
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JOHN D. SWOPS,
DEFENDANTS 12-2838 CIVlL TERM
ORIDER OF COURT
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AND NOW, this day of May, 2012, following a hearing on May
14, 2012, regarding Plaintiffs' complaint for preliminary or special injunction and a
permanent injunction, the court finds that the Annual Shareholders Meeting on April 25,
2012, was properly noticed and convened and that the ensuing election of Directors and 1
Offrcers comported with both the bylaws of the corporation and the laws of this
Commonwealth. Therefore, I~' IS ®R®ERE® AB~® DIRECTS®that a permanent
injunction be issued as follows:
1. The Directors and O~cers elected on April 25, 2012, (David J. Horick, Marilyn
Snyder Budzynski, Donna Lee Goff, Sandra K. Kreider, Douglas C. Horick,
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Daniel S. Kuhn, and Richard Magee, Esquire), are authorized and directed to
undertake the management of Penn Products Corporation;
2. Defendants are prohibited from acting on behalf of Penn Products
Corporation;
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3. All actions of the Defendants subsequent to the April 25, 2012 Annual
Meeting of the Shareholders which purported to be on behalf of Penn
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Products Corporation are declared null and void unless ratified by the newly
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constituted Board of Directors;
4. Defendants shall deliver forthwith to the Directors and Officers of Penn
Products Corporation all keys to corporate property, all corporate checkbooks
and other financial accounts, al! corporate records and the corporate seal;
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5. Bond is continued at X1.00.
By the Court,
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Ibert H. Ma and, J.
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~Pd(arvin Beshore, Esquire ~
Luther E. Milspaw, Jr., Esquire
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
For Plaintiffs
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~lilliam Andring, Esquire ~
248 Creek Road
Camp Hill, PA 17011 ~ !
For Defendants
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EXHIBIT 2
LAW OFFICES OF MARVIN BESHORE
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
Telephone: (717) 236-07&1 Marvin Besh1 re
Facsixuile: (717) 236-0791 mbeshore~n beshorelaw.c m
May 17, 2012
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TEA hAX TO: 717-249-6354 and
First Class Mrril
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Douglas G. Miller, Esquire
IRW1N & McI~NIGHT, P.C.
60 West Pomfret Street
Carlisle, Pennsylvania 17103-3222
Re; Pen» Products Cosporatio~z et al McCor•kel et crl
tlTO. 2012-2838 Cinzl (Cu~nbe~•lcrr~d Cozinty~
Dear Mr. Miller:
In Light of Judge Masland's Order of May 15, 2012, on behalf of Penn Products 4~
Colporation, you are advised that the services of you and your law fit7n as legal counsel to Penn ~y
Products Corporation are terminated.
Please immediately assemble for delivery to my office all files belonging to Penn ;4
Products Colporation for the entire period of time during which your office or its predecessors l
has served as corporate counsel to Penn Products Corporation. Included within this request is 'i
any and all notes of communications, and communications by anyone in your ft17n with any
representative, officer, director, employee or agent of Penn Products Corporation.
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If you have any questions, please contact me.
Thank you for your anticipated prompt cooperation.
Vely truly yours,
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Marvin Beshore
MB : amb
ec: David Horiclc, President, Board o1'Directors, Penn Products Colporation '
Luther E. Milspaw, Jr., Esquire
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00051733.W1'D; vl ,i
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EXHIBIT 3
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05-1P-2012 14:13 FROM-IRWIN & l4cKNIGHT LAW OFFICES +7172496354 T-984 P.002/003 F-323
LAW OFFICES
rnwr~v ~ .1vrG.~rrGx~, .n.c.
WEST POMFRET PROFESSIONAL BUILD/NG
60 WEST POMFRET STREET HAROLD S, IR~Y/N (/929-J97~1
ROCER B. IRW.6v CARL/SGE, PENNSYLVANIA 17013-3222 FJiIROLDS IRfYIN, JR, (195a-r9B6~
Mi1RCUSA.,WCiI'NJ'GHT, t!I /RWIN,lRFYlN&IRiYlN (1956-f986~
DOUGLAS G.h(.fLLLR (7 1 71 249-2363 lRIf~IN,lRiVJN&Mc10JlGHT (1986• 94)
STEPHENL. BLOOM FAX (y171 249-6354 IRFf~lN, McKNJCHT & HUGIJES (19 •20031
MiiTTHLGY.f, h1cKNlGFiT WWW,IRWINMCKNIGHT.COM 1R?YJN ~ Mc,CNJG!!T (20~3.2008J
May 18, 201.2
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T/IA ~ACS,tMILE (7Y7
23) b-0792 and CI:S MAIL
LAW O~I~'ICES OF MA~'V]N' SESHORE
130 STAT D~ STItI<;I;,T
P.O. BUX '946
HARI2YSE~IURG, PA, 1710&0946
RE: PENN PRODUCTS COfiPORATION
Dear Attorney Beshore:
I have received correspondence from both your affiliate, Attorney Luther E. Milspaw, 7r.,
dated May 16, 2012, as well as an after office hours fax from you dated May 17, 2012,
purporting to terminate the services of my firm on behalf of Penn )?roducts Corporation. I am
responding to both Letters in this correspondence.
First, I am nee aware of any funds transferred to my fiyxm as a rasult of any meetings after
April 25, 2.012, and specifically no funds were transferred other than in the ordinary course of ~
business. 'I`he drder of Court dated May 9, 2012, explicitly permits the named Defendants to
maintain atl corporate checkbooks, financial accounts, and corporate records in the ordinary
course of business. I am also not aware of any meeting of the newly constituted Board to discuss
issues related to ratification, undertaking management, or specifically related to the issues
identi$ed vu either of your letters.
Nei?ertheless, I assume that at some point such official meetings will be taking place. To
that end and by of way of update, the sum oI'$26,000.00 was recently paid in escrow to our firm
for perfornaance bonding related to the culvert extension in Section M. Monroe Township's
representative had recently approved the engineer's cost calculations, and payment was made in ~
the amount of $24,22$.60 for the required financial security. There is accordingly the remaining
sum of $1;171.40 in escrow. The only property of Penn Products Corporation in the possession
of my office are original stock certificates numbered 23, 24, 25, and 32, and dividend checks
made payable to Maybelle Asper, Russell Ernst, Burnell Rang, and Donna Goff The Donna j
Goff Chec1: Was returned in yesterday's mail as unable to be forwarded, In order that the i
corporatior.~ is nok prejudiced, please let me krAOw when someone would like to pick up those ,
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items from nzy office.
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05-16-2012 14:13 FROM-IR411N & McNNIGHT LAPI OFFICES X7172496354 T-964 P•003/003 F-323
1VIAlt'VIN )?IESHO~, ESQUIItE
RE: P~1~[ PRODUCTS CQR>pORATION
May 18, 20Il2
Page 2 0~2
T ar~? not aware of any other property of Penn Products Coxpoxation located at my office.
All other file documents and items ofi
Penn Fzoducts were either copied to the client
cozatempor~~neously throughout the course of ot~r firm's many years of representation, ar are
duplicates ~~f documents and items maintained at the corporate offices. To the best of my
kno•wledge:, all of those records and documents are pzesently located. at the corporate offices and
yon will nes~d to coordinate with Attorney Andring for the transfer of keys and xclated r~zaterials.
Those records and documents should specifically include identification and explanation of all
acti~rity undertaken by our fizm on behalf of the corporation to date.
If y,t~u believe it is necessary to obtain the complete file of tlxe corporation or selected
copies ther~~o~', Y will be happy to tarn copies of the records over upon payment of the
corporation's outstanding invoice to our firm, currently in the amotu~t of $2,117-50, and upon
payment of all proper and necessary research and copying charges. Please be advised, however,
that the dociuments encompass afi least one (l) entire filing cabinet, so the research and cop~izxg I
charges would be quite extensive. r
Thai°dc you for your attention to tlvs matter,
Sincerely,
~T2.WIN & 1vIcKNIGHT, P.C.
c
Douglas .Miller
bGMads
cc: William: H. Andring, Esquire
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05-18-2012 1d:13 FROM-IRV11N & McKNIGHT LAVt OFFICES +7172496354 T-984 P.001/003 F-323
I.AW OFFICES
IRWI1\)r ~ 1VIc1QVIG,HT, lr'. C;.
WEST POMFRET PROFESSIONAL BUILDING
60 WEST POMFRET STREET r•IdROao S. lRIS'IN (l9zs-1 971
ROGER B. 1RFYIN CARLISLE, PENNSYLVANIA 17013-3222 HdRDLD S. IRW1N, ?!t. (195a-1 861
MARCUS A. Mc.tIJIGHT, II! IRWIN, IRWIN cPr IRWIN (1'156-19 bJ
OOUGL.ASG.Iti1LLER (7 7 71 249-2363 IRIi9N,IRIt~IN~McKNICHT (19 6~J9yaj
STEPHEN L, BLOOM FAX (7 1 71 249-6364 IRWlN, McJ`NIGNT & NUGNI
;S (99a 20U3j
MATTAE{YA. d. ~:1WICHT WWW. IRWfNMCXNlGHT. COM lRWIN & McKNIG1IT (2003-20 BJ
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Date: ~ f l 'o~ ~
No. of Pages (Iircluding tlals cover sheet)
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Adduional Comments:
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NDTE; If
y~~~u did not receive all of the pages, or !f
you !rave any problem wfilr t/te clarity of !his fax, please call
us at the nunsber listed nn theletterhead. THANX YDUI!
CONFIAEN;TIAIITY_NQTICF: Tlru facsimile contal~ts confidential lirfor/nation, whic// may also be lega,fl
privilege) li' u intenrled of:ly for t/te use of the addressee(s) ,lanced above. 1f
yvic are Prot tl~e inlet:ded recipien
or the emplu;vee or agent responsible far deliver/ng it to the intended reclplettt,,you are hereby aot~ed ilcat a
dissettc/natiors or copying of this facsimile or the fakiltg pf a?ty action In reliance Pr: t/ie catttenis of l/tie teteeopie
information Inay be strictly prnhihited. 1f
you !rave received thisfacsilnlle In error, please nail us lmmediaiel
by tclephorte and return the enllre facsimile to the above address al our cost via the U.S. Postal Service. TfIA
~'OU!!
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EXHIBIT
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LAW OFFICES OF MARVIN BESHORE
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
Telephone: (717) 236-0781 Marvin Besllor
Facsimile: (717) 236-0791 mbeshore@beshorelaw.col
May 22, 2012
VIA FAX TO: 717-249-6354
and First Class Marl
Douglas G. Miller, Esquire
IRWIN & McKNIGHT, P.C.
60 West Pomfiet Street
Carlisle, Pennsylvania 17103-3222
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R.e: Pe~~» P~"OdZlCIS C07~03"aiior~ et al v. McCorlrel e~ al
No. 2012-2838 Civil (Cz~~nberla~~d Count~~)
Dear Mr. Miller:
I am writing in partial reply to your letter dated May 18, 2012, which responded to mine
of May 17, 2012.
I believe that yott are in error with respect to the position you have taken concerning your
fn7r1's files of your now-former client, Penn Products Corporation. As the Commonwealth Court
stated in Maleski v. Coy~oy"ate Life I1as. Co., 641 A.2d 1, 6 (1994), when it directed that the files ~
of a corporate client, including all notes and memoranda, held by its former attorney must be
tuuned over to the corporation and its subsequent representative:
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Perursylvania has substantially readopted former DR 9-102(B)(4) ~
in Rule 1.15(b) of the Pennsylvania Rules of Professional Conduct.
See Comment to Rttle 1.15(b). Notes and memoranda are part of
the package of goods and services which a client purchases when
they retain legal counsel. The client is entitled to the full benefit of j
that for which they pay. We therefore believe that once a client
pays for the creation of a legal document, and it is placed in the
client's file, it is the client, rather than the attorney who holds a
proprietary interest in that document. When a client requests that
its property held by an attorney be turned over, under Rule 1.15(b)
the attorney must comply. Accordingly, Berry & Martin does not
have the right to withhold any documents belonging to Corporate
Life (and now the Department) on the basis ofwork-product.
Please note that under this authority we are requesting and you provide the full file j
including notes and memoranda. Please be advised this request includes electronic files as well
as paper files. The electronic files include email and attachments.
00051900.WPD; vl
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Douglas G. Miller, Esquire
May 22, 2012
Page 2
Also please note that it is not appropriate to charge the client for the cost of providing th '
client's files to it. See, e.g., PA Eth. Op. 96-157 (Pa.Bar Assn.Comm.Leg.Eth.Prof.Resp.) whic
states in part that: !
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T do not believe it would be appropriate to provide a "copy" of the
file at your client's expense. To the extent you wish to retain any
portion of the file, the associated duplicating expense should be
treated by you as a "cost of doing business" and should not be
billed to the client." PBA Coimnittee on Legal Ethics and
Professional Responsibility Opinion No. 89-75 (Apri17, 1989);
PBA Committee on Legal Ethics and Professional Responsibility
Confidential Inquiry No. 94-146 (January 9, 1995).
With these authorities in mind, please advise when it would be possible for us to pickup ,
the entire Penn Products Corporation file from your firm. Electronic files maybe provided on
CD, DVD, thumb drive or other standard electronic media.
With respect to the funds that you have in escrow, I request that you make payable to my
IOLTA account the remaining fluids and provide documentation with respect to the use of the
fiill $26,000. (Assuming that documentation is part of the client file it is not necessary to provide
an additional copy with the escrow proceeds.)
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You maybe assured that your firm's outstanding statement will be taken up by the new
Board of Directors in due course.
Thank you for your attention to this matter.
Veit' truly yours,
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Marvin Beshore
MB: amb
cc: David Horick, President, Board of Directors, Perm Products Corporation
Luther E. Milspaw, Jr., Esquire
00051900.WPD; vl I
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LAW OFFICES of MARVIN BESHORE
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
Telephone: (717) 236-0781 Marvin Beshoi
Facsnnile: (717) 236-0791 mbeshore@beshorelaw.coi
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FAX TRANSMISSION COVER
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DATE: May 22, 2012
TO: Douglas G. Miller, Esquire
OFFICE OF: Irwin & McKnight, P.C. i
FAX NO: 717-249-6354
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FROM: Marvin Beshore ~
RE: Penn Products Corporation
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Total Pages Including Cover Sheet: ~ ~
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COMMENTS: j
Please see the attached letter.
Please call Anne Marie if there is any transmission difficulty - 717-236-0781.
ThanIi you.
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THE WRITTEN MESSAGE IS FOR THE EXCLUSIVE USE OF THE ADDRESSEE AND CONTAINS
CONFIDENTIAL, PRIVII.,EGED AND NON DISCLOSABLE INFORMATION. IF THE RECIPIENT OF
THIS FACSIMILE TRANSMISSION IS NOT TFIE ADDRESSEE, SUCH RECIPIENT IS PROIEIIBITED
FROM READING OR USING THIS MESSAGE IN ANY WAY. IF YOU HAVE RECEIVED THIS
MESSAGE BY MISTAKE, PLEASE CALL MARVIN BESHORE IMMEDIATELY AND DESTROY THE
FACSIMILE TRANSMISSION DOCUMENTS.
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00051912.WPD; vl
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~ z ~ Communication Resnik Report (N9ay. 22. 2012 10:11AM) x x x
1) Milspavi & 8eshore
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Date/Time: May, 22. 2012 10:i0AM
File ~ Pale
No. Mode Destination Pg(s) Result No~ Sent
r
0982 Memory TX 17172496354 P. ~3 ~.-~._OK
Ho r i ckDandD `
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Reason for error
E. 1) Hang up or I ine fiai 1 E. 2) Busy
E. 3) No ar.swe r E. 4) No fats imi 1 e connection ~
E. 5) Exceeded max. E-mail size !
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LAVI' OxFTCE5 of MARVIN BESFIORl•;
lso slarosl,~t, r.o. noY 946
Hesrisborg, PA ]7108-0946
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TelePbnne: (71136-0tSl b9asvu,Behore !
(0:sir¢Be: (71Y)?36-0;91 mbeshma~hwhoretawtooi
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FAXTRANSAlI5310N COVE[t
DATE: rilay Lb, 2012 '
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TO: Douglss G. Miller, Esquire
OFFICEOF: [nvlu & McT{night, r.C. !
FAX HO: 717.219-6354 I
FR034: DYASwh.seshore
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RE: reisn rrodncts Corpnratims
Total Pagea Inch:dLrg Cover Sheet: 2
COIt1R1CNTS:
Please arc [he allacheA leper.
Flrue caNAneeMarle I[Ihp~e fs nny tmnsm[ssFon <IifBUdly-717-236-UYSI.
Thank yon.
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T)1$ lVR[31E[[DIESSAGE L4FOR lNB L.TCLUSIVEUSE OPTHE AbbRCSSEEANU CONTAINS
CONPIDBN[yAL, PRIVILEGED AND NON DISCLOSA11f.$yNPOH.\fAT10N. IFT)I8 REClPICN70F
'!AQ PACS1hfILE TAANSidfSSTON S NOTT/IEADURESSRE, SUCHRECTPIENFIS LROII[E1TE0
PRODSREAb1NG OR USING THIS DfE55AGE IYANY 1VAY. IP YOUHAV8REC8IVHD TIIIS
MESSAGE BY HILSTAKE, PLEASECALLMABVIfI BESHOIIB IRIM1SEDIATELYAND UESTHOYTHE
PACST671L$t11AN5h1I55lONU000AUIfI'S. ~
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EXHIBIT
LAVV OFFICES OF MARVIN BESHORE
130 State Street, P.O. Box 946
Hai7isburg, PA 17108-0946
Telephone: (717) 236-0781 Marvin Beshor
Facsimile: (717) 236-0791 mbeshore chi beshorelaw.col
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June 6, 2012
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VIA FAX TO: 717-249-6354
acrd First Class Mail
Douglas G. Miller, Esquire
IRWIN & McKNIGHT, P.C.
60 West Pomfi•et Street
Carlisle, Peimsylvania 17103-3222
Re: Perri Products Corporation
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Dear Mr. Miller:
As you are aware, I represent yow• former client, Penn Products Corporation.
1 wrote to you May 17, 2012, and May 22, 2012. In both letters, I requested that you
immediately provide for me the Penn Products Corporation file maintained by your office. As
noted in my letter of May 22, 2012, substantial authority holds that the entire file, including, but I
not limited, to notes and memoranda, belongs to the corporation and requires you to relinquish
the file to the corporation upon your discharge. You may make a copy of the file for yourself at j
your own expense. I have not received the file and I have received no response to my letter of ~
May 22, 2012.
In my letter of May 22, 2012, I also asked you to tuna over to n1e all monies in the j
possession or control of you and/or your firm that belong to Penn Products Corporation. I also
requested documentation of your use of the $26,000 paid to your firm after Apri125, 2012.
Again, I have had no response from you.
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I prefer not to take this matter to Judge Masland, or to pursue other avenues, but your
conduct may leave me no choice.
Please irmnediately provide the file, funds held in escrow for Penn Products Corporation, ~
and documentation of your use of Penn Products Corporation funds after April 25, 2012, so that
fiu•ther action will be >.umecessaiy.
00052473.WPD; vl
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Douglas G. Miller, Esquire
June 6, 2012
Page 2
In addition, please inunediately advise me of any and all pending hatters with
governmental or regulatory deadlines that may require the Corporation's attention.
I look forward to your cooperation.
Very truly yours,
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M •vin Beshore
cc: David Horiclc, President, Pelm Products Corporation
Dolma Goff, Secretary, Peml Products Colporation
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x x x Cornrnunication Result Repot (Jun, 6. 2012 11:41AM) x x x
1) Milspaw & Beshore
2)
Date/Time: Jun, 6, 2012 11:44AM
File ----r-~--- Pale
No. Mode Destination Pg(s) Result ~ No~ Sent
102$ Merno r y TX _ 17172496354 P. 3 ~K '
Reason for error
E. 1) Hang uv or 1 i ne fiai i E. 2) Busy I
E. 3) No answer E. 4) No fiacsimile connection j
E. 5) Exceeded max. E-mail size
1,A\V O r ~1CT:5 of ASATZVt[V 1B~SI1[Ol(t>;
130 Slate Street, P.O. Drw996
Hnrrisbu m PA 17108-0996
Telephone; (717)2I6A781 Mamn Da;hwo
Fofsimile (717)23N1791 mheilmreCo
heherxlse.cam
FAX THAxsnrrssloN coven
DATE; Smie ei, 2012 I
TO: Douglaf C.llii110; Tisqutre ,
OFFICE OF: L~svin & R4r]Culgbt, P.C. '
FA7C N0: 717-1A9~635i ~
FTLOM: D1an'4f]Sefbere '
RE: Penis Prodnch Cmporntiou
Tolnl Pages lneLsding Cover SReet; 3
CO\TRZLTR'TS:
Planse ace Iha aKnched letter.
3'lense colt Atnelfiarie Sf l8ere6 mry [rnnsfuissiou diFlicully-71T-Z3GU7S1.
TheoTl)•ov, i
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T1IElVItITTEK D11i33ACk ISFOnTHII EXCLUSTVIi USS UF'ffiII ADDRESSESAKD CDNTATr1S
cOIft7nkNriAYy MITt70.EGED AtiDNON DTSCLOSAELE INFOIt111ATTON. tE THE RECIPIENT OD
THIS PAC57M11lLk T1¢ANSafLSSYON LS N01''11[EAbDRESSEII,SU[7TRECIPIENTIS PROHIBiTEO
FTtODI1tEAD1NG OAUSIKG 1IfISD1k3SACk CNANYIVAY. TEYODB'AVn RCCEIVED THLS
DIGSSACE DYDIISTAIfII, PI.EASS C.1f.I. M1fARV1N 11E8t[ORR TIf4dRDTATSLY AND DESTROY THE
FACSNDLE TRANSDf(SSION DOCUMEn15. '
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EXHIBIT ~
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LAW OFFICES OF MARVIN BESHORE
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
Telephone: (717) 236-0781 Marvin Besh re
Facsimile: (717) 236-0791 mbeshore@beshorelaw.c m
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August 7, 2012
Via Facsimile to (717) 249-6354 and First Class Mail
Douglas G. Miller, Esquire
Irwin & McKnight, P.C.
60 West Pomfret Street
Carlisle, PA 17013-3222
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Re: Penn Products Corporation
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Dear Mr. Miller: j
I previously corresponded with you by letters dated May 17, 2012, May 22, 2012, and June 6,
2012, with respect to the request of your former client, Penn Products Corporation, that its files
maintained by your office be turned over. In addition, we requested a turnover of funds still retain d
in escrow and an accounting for the use of $26,000 paid to your firm in Apri12012. Furthermore,
requested information with respect to all pending matters with governmental or regulatory deadlin s
that may require the corporation's attention.
I've had absolutely no response with respect to these requests subsequent to my June 6, 20 2
letter.
This letter is to inform you that I will be filing a replevin action with the court to obtain the e
client files within seven (7) days of the date of this letter if it is not resolved amicably.
Please guide yourself accordingly. Thank you for your anticipated cooperation.
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Very truly yours,
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Marvin Beshore I
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MBals I
Enclosure ~
cc: Board of Directors, Penn Products Corporation
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00054989.WPD; vl
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EXHIBIT
LAW OFFICES
I RT~TIN ~ Mc~1VI GHT, C.
WEST POMFRET PROFESSIONAL BUILDING
60 WEST POMFRET STREET HAROLD S. IRWIN (t92s-1971
ROGER B. IRWIN CARLISLE, PENNSYLVANIA ? 7013-3222 HAROLD S. IRWIN. JR. (/954-t 986,
MARCUSA. McKNIGHT, Ill lRwtN, !R{VGV & IR{VIN (/956-1986,
DOUGLAS G. MILLER (717) 249-2353 IRw1N, IR{VIN & McKN1GHT (1986- 99.1)
STEPHEN L. BLOOM FAX (717) 249-6354 IRWIN, d4cKNIGHT & HUGHES (!9 4-2003)
MATTHEW A. McKNIGHT WWW.lRW/NMCKNIGHT.COM IRWIN & McKN/GHT (2003-2008)
August 8, 2012
LAW OFFICES OF MARVIN BESHORE
130 STATE STREET ~ _
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P.O. BOX 946
HARRISBURG, PA 17108-0946 ~U0 j 0 2Qj~
RE: PENN PRODUCTS CORPORATION ~~-a-~c~
Dear Attorney Beshore:
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I believe I was quite clear in my prior correspondence regarding your demand for the
files of Penn Products Corporation. There have been several updated events, however, so I will
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endeavor to again articulate our firm's positions in this matter.
You should already be aware that the prior payment of $6,982.50 to our firm, for services
rendered to the corporation long before the instant shareholder litigation, was returned by Adams
County National Bank. It is also my understanding that Adams County National Bank has
closed the corporate accounts and elected to cease doing business with the corporation.
Regardless, our firm is now owed at least $9,100.00 in outstanding fees, and billing records were
already provided to the corporation to substantiate those expenses. Our firm is therefore
asserting attorney's liens pursuant to Pennsylvania Rule of Professional Conduct 1.8(i), and as ~
further explained in PBA Committee on Legal Ethics and Professional Responsibility Opinion
No. 2006-300. I would again reiterate that the only property of the corporation that had been in
our firm's possession, namely certain stock certificates and dividend checks, were already turned
over to your office. All other documents and items in our files were either copied
contemporaneously to Penn Products Corporation during the many years of our firm's ~
representation, or our files are duplicates of the original documents and records maintained at the
corporation's offices. It is my further understanding that your office has already been provided
with keys and complete access to the corporate files and records. Our office has never had keys
or any similar access to the original records.
You most recently have requested an accounting of the $26,000.00 paid in escrow to our j
firm for performance bonding related to the culvert extension in Section M. I previously
provided an explanation as to the use of those funds in my correspondence of May 18`h. As
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MARVIN BESHORE, ESQUIRE
RE: PENN PRODUCTS CORPORATION
August 8, 2012
Page 2 of 2
further evidence as to the use of those funds, I am enclosing a copy of the correspondence and
check to Monroe Township. I have also since informed the current solicitor of Monroe
Township that our firm is no longer representing the corporation. I understand that the Township ~
had accepted the bonding calculation, authorized the drainage easement work to pxoceed, and
were going to forward a bill for $535.50 for engineering fees to the corporation directly. I am
also enclosing a copy of the invoice from the Township engineer for your reference, as it is my
understanding that unclaimed mail has been accumulating at the corporate offices.
With regard to your current request for governmental or regulatory deadlines, at the time
of your letter of termination (May 17, 2012), I was not aware of any imminent deadlines. So as
not to prejudice the client, I provided you with all necessary updates. In addition to providing
copies of all documents contemporaneously to the corporation, our firm's billing records would
also provide a record of all recent activity undertaken on behalf of the corporation. Finally, you
should also familiarize yourself with the ordinances and regulations of Monroe Township with
regard to any applicable deadlines or necessary actions. I specifically recommend that you check
Township Resolution 2005-10 with regard to the requirements for road dedications. Monroe
Township has previously interpreted that resolution to require offers of dedication for roads to be ,
made by August 31St of each year.
You had also previously threatened to contact Judge Masland in the matter of Penn
Products Corporation, et al. v. McCorkel, et al., No. 2012 - 2838 filed in Cumberland County, ~
with regard to your requests for our firm's records. As you should already be aware, our firm is i
not a party to that action. It is my further understanding that the matter is currently on appeal to
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the Superior Court. ~
Thank you for your anticipated attention to this matter. j
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Sincerely, ~
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IRW1N & McKNIGHT, P.C.
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Dougla G. Miller
DGMads
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cc: Penn Products Corporation
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EXHIBIT
LAW OFFICES OF MARVIN BESHORE
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
Telephone: (717) 236-0781 Marvin Besh re
Facsimile: (717) 236-0791 mbeshore@beshorelaw.c m
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August 15, 2012
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T~ia Facsimile to (717) 249-6354
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Douglas G. Miller, Esquire
Irwin & McKnight, P.C.
60 West Pomfret Street
Carlisle, PA 17013-3222
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Re: Penn Products Corporation
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Dear Mr. Miller:
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Please fax me an invoice for the amount due your firm by Penn Products Corporation
prior to 3:00 p.m. The Board of Directors is meeting and I would like to present this statement to
them for payment.
I have left two (2) voice mails with this request. As I stated in those voice mails, Penn
Products, to the best of my knowledge, has never had an invoice for the most current amounts
which you indicate are due your firm. In addition, it would be very helpful to have the prior
invoice for reference as well. ~
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Thank you for your anticipated cooperation.
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Very truly yours, ~
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Marvin Beshore
MB/tls
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EXHIBIT
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jy. AUG-15-2012 14:41 FROM-IRWIN & McKNIGHT LAW OFFICES +7172496354 T°170 P.001 F-819
W ¦ ~ WW OFFICES
rnwww ~ Mc.K1V.IG~~', c~.
WEST POMFRET PROFESSIONAL 6UILAING
60 WEST POMFRET STREET H~IlU11J) S. /lrW/N (Il3i+1977)
ROGER!!. !RW/h CARLISLE, PENNSYLVANIA 17013-3222 Hur(//.11.~•. /Rw/N..4r. (/9s.r-u9xr;1
MARCUS~2- McKrJICHT,111 /RIV/N. IRWIN dr 1RWlN (1156-~9Xhj
DUUG/.ASG, MJ.!lb-R (717) 249-2353 //214'/N, 11r1f'!N `4 rLIc,CN/riN%' ~3G-Iii-q
STL•PHGNL. QLG~OIvI FAX(7~7J 2rt9-6354 /RW/N. MctiN/G/%!'h!/Ur;H/a!(lw~•zr~USj
AfATTHF_fVA, MCIiN1GHT WWW.IRW/NMCKN/GNT.COM IRIYlNkhtcKN/GHT (2003-
• -w~~i a
Facsimile Cover Sheet
~'o: MARVIN BESHGRE, Esq.
Company:
Phone:
Fax: (717) 236-0791
From: DGIJGLA~ G. MILLER, Esq.
Phone: (717) 249-2353
~'ax: (7'17) 249-6354
Date: August 15, 2012
Page~~ including this
cover page: j
COMMEN'ICS: Pena Products Corporation
cc: Penn Products Corporation (717) Z58-9384
NOTE: If
yur,r tlld noP receive rill ofl/~e pages, or ljyou /rave any problem wit/i the clarity of tl:is fax, please call
us at the numL?er listed on the letterhead THANK YpU!!
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CONFIDCNTI'ALITY NOTICE: This jacsimi/e contains confrdentia! information w/rich may also be legal
privileged. It +fc intended only for the use of the addres(s) na»red above. Ifyou are not the Intended recipient, r
dre e+nplvpee or agent responslb/e for dellvering it to the intended recipient, you are /+ereby +rotified drat a+
rllsseminatlon or copying of this facsimile or t/te taking of any action ur reliance o?~ r/re contents of t/rls to/ecopi d
information m~~uy be strictly prohibited. lfyvu have received this faeslmlle in error, please notes us im+nediate
by telephone a/~rd return lire ertirefarsimile at the above address at our cost via the U.S. Postal Service. THAN
YOU!!
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AUG-15-2012 1d:41 FROM-IRWIN & McKNIGHT LAW OFFICES +7172496354 T-170 P.002 F~°819
IRWIN F~ 1VIc~.~N1'G1~T
WEST POMFRET PFGOFESSIONAL BUILDING
b0 WEST POMFRET ,STREET
CARLISLE, PENNS~'t.VANIA 17413-3222
PENN PRODUCTc~ CORPORATION May 72012
ATTN: SANDRAn!ICCORICL"L 1 19-1
1369 SWOPS DRPJE
BOILING SPRING PA 17007
Matter No. 1019-1
PENN PI20DUCTce
Fees: l
lours/12ate
10/03/11 DCri\~1 Receipt and review of email from Rusty Smith p20 $35.00
re: I;uardrail and Township storn~awter $ l 75.00/hr
regulations/Reply email
10/04/11 DGIt~[ Meeting with clients re: Monroe Township, road 1.35 $2.6.25
dedication and property $175.00/hr
10/OS/11 DGI\~[ Receipt and review of emails from client re: 0.30 $2.50
insurance Complaint/Telephone calls with $175.001hr
constable and client
10/OS/11 DCr11~[ Receipt and review of emails from client re; Oak 0.40 $0.00
Hill tank easementl.R.eply email to Aqua PA $175.00/hr
10/OS/11 DGA~I Email from Rusty Smith re: site meeting 0.00 No c~arge
$175.00/1-~r ji
10/06/] 1 DGD~'1 Receipt and review of emails fiom client rc: Oak 0.25 $43.75
Hill tank site (3) $175.00/hr
0/12/11 DGn~1 Emails from Rusty Smith and client re: drainage 0.35 $1.25
easement and Oak X-)ill Road $175.00/l~.r
10/13/11 DGD~i Meeting with engineers at property/Meeting with 2.20 $35.00
client $ l 75.00/hr
AUG°15°2012 14:42 FROM°IRWIN & McKNIGHT LAW OFFICES +7172496354 T°170 P.003/012 F-819
Matter No. 1019-I May 7, 2012
PENN PRODUCT~a. Page 2
11/01/11 DGD~I Telephone call with MDJ Clements 0.15 $26.25
office/Receipt and review of hearing notice $175.00/hr
11/03/I1 DG>td Receipt and review of emails fiom client and 0.20 35,00
engineer from Aqua PA $175.00/hr
11/03/11 DGP+[ Prepare and fax letter to MDJ Clernent/Copy to 0.2035.00
client $175.OOlhr
11/29/11 DG~~[ Telephone calls with client and Plainlifl's 0.45 78.75
attorney re: District Judge Complaint and $175.00/hr
settlement
12/01 /11 DGA~[ Attend District Judge hearing in New 1.50 15.00
CumberlandlMeetings with client and Plaintiffs $175.00/hr
attorney
12/05/11 DGA~[ Receipt and review of Notice of 0.25 $43.75
Judgment/.1?nclosure letter to client $175.00/hr
12/16/11 DGl\~[ Voicemail from Attorney '~i~ilson/Telephone call 0.15 $6.25
with client re: MDJ Appeal $175.00/hr
12/16/11 17G11~[ Telephone call to Attorney Wilson re: final 0.10 $17.50
settlement proposal (left message) $175.00/hr
12/16/11 DGI\rt Receipt and review of crnail from Attorney 0.15 $6.25
Wilson/Reply email re: release $175.00/hr
1?/19/11 DGR~[ Receipt and review of email and draft release 0.40 $70.00
from Attorney Wilsan/Email to client $175.00/hr '
12/20/11 DGl1~[ Receipt acid review of emails from client and 0.30 $2.50
Aqua PA $175.00/hr
12/20/11 I7GA~[ Telephone call from client re: offer for drainage 0.?5 $~-3.75
property $175.00/hr
12/21/11 DGl1~[ Receipt and review of emails from clientJFax U.30 $2.50
Deed to Aqua PA $175.00/hr
12/21/11 DGT~[ Receipt of settlement check from 0.40 $0.00
client/l;nclosure letter to Attorney Wilson $175.00/hr
AUG-15-2012 14:d2 FROM-IRWIN & McKNIGHT LAW OFFICES +7172496354 T-170 P.004/012 F-819
Matter No. 1019-1 May 7, 2012
PENN PROD'UCT`, Rage 3
12/28/11 DGn~[ Receipt and review of emails from client 0.10 $117.50
$175.00/hr
01/03/12 DCrn~l Telehone call with clienUEmai1 to elient/Reply 0.25 $3.75
email from client re: Township Solicitor $175.00/hr
01/07/12 DGI\~1 Receipt and review of letter from Attorney 0.15 $6.25
Connor/Telephone call to Attorney Connor (left $ l 75.00/hr
message)
Ol/20/1Z DGI`~l Email from client re: road dedication 0.15 $26.25
$175.00/hr
02/0?/12 DG)\~1 Receipt and review of emails from Randy Dibble 0.20 $35.00
and clientJTelephone call to Rusty Smith $175.00/hr
02/08/12 DGD~1 Receipt and review of letter from Attorney 0.40 $70.00
Connor re: escrow funds/Reply letter with E1N $175.00/Ilr
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02/10/12 DCrb~I Telephone call with client re: stock ownership 0.50 $87.50
and dividends $175.00/hr
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02/10/12 DGA~[ Receipt and review of email from client/Review 0.30 $52.50
letter from Shareholder/Telephone call to client $175.00/hr
(left message)
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02/10/12 DGD,I Telephone call with client re: stock ownership 0.50 $~i7.50
and dividends $175.00/hr i
02/10/12 ~DGD;i Receipt and review of email from clierztlR.eview 0.30 $52.50
letter from shareholder/Telephone call to client $175.00/hr
(lefr message) '
02/13/12 DGT~4 Telephone call with client re: minority 0.40 $f10.00
shareholders and dividends/Email from client $175.00/hr
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02/13/12 DGr.'i Locate stock certificates/Telephone call with 0.55 $6.25
client/Fax letter and stock certificates $175.00/hr i
02/13/12 DGr.2 Letter to Subcarrier Communications re: real 0.50 $7.50
estate caxes/Research file $175.00/l~r
02/13/12 DGP~7 Research minority shareholder rights 0.45 $18.75
$175.00/hr
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AUG-15-2012 14:42 FROM-IRWIN & McKNIGHT LAW OFFICES +7172496354 T°170 P.005/012 F°819
Matter No. 1019-1 May 7, 201 ?
PENN PRODUCT!_t Page 4
02/16/12 DGP.4 Meeting with Greg Swope 0.40 $70.00
$175.00/hr
0?/17/12 DG>!,4 Telephone call with Rusry Smith re: drainage 0.25 43.75
plans and road dedication $175.00/hr
02/20/12 17GA~1 Receipt and review of 1099 form and check from 0.25 43.75
AttornEy Connor/Enclosure lerter to client $175.00/hr
02/28/12 DGD~[ Receipt and review of voicemail from 0.45 78.75
clienUReceipt and review of correspondence $175.00/hr
from Attorney Beshore
02/28/12 DGI`~`l Telephone call with client re: Attorney Beshore 0.40 70.00
letter and inspection of corporate records $175.00/hr
02/28!12 DGA~I Email Secrion 1508 of the Business Corporation 0.25 43.75
Law to client $175.00/hr
03/01/12 DGA~I Reply letter to Attorney Beshore re: inspection of 4.40 $70.00
corporate records $175.00/hr
03/01/12 DGD~I Fax letter to Attorney Beshore/Copy to client 0.10 $17.50
$775.00/hr
03/02/12 DGP~I Receipt and review of email from Attorney 0.35 $61.25
Beshore/Email to client $175,00>hr
03/02/]2 DGA~I Receipt and review of emails from client 0.30 $b2.50
(2)/1Jmai1 to Attorney Beshore re: corporate $175.00/hr
books
03/02/12 DG11rI Telephone call with client re: Attorney Beshore 0.35 $1.25
and shareholders/!;mail from client $175.00/hr
03/07/12 DGD~I Travel to and attend rneetings with client and 1.75 $36.25
Attorney Beshore re: corporate records $175.00/hr
03/07/12 DGA~[ Receipt and review of emails from client re: 0.15 $6.25
corporate by-laws and records (4) $175.00/hr
03/07/12 DGl\~[ Email to Attorney Beshore re: records and copy 0.20 $5.00
fee/12eply emaillCopy to client $17S_00/hr
AUG-15-2012 14:43 FROM-IRWIN & McKNIGHT LAW OFFICES +7172496354 T°170 P.006/012 c-819
Matter No. 1019- ] May 7, 2012
PENN PRODUCT~i Wage 5
03/08/12 DGD~I Receipt and review of ernails from client (2) re: 0.30 $52.50
shareholders/Reply email $175.00/hr '
03/09/12 nGn~l email from client re: voting shares/Telehhone 0.10 17.50
call to client (left message} $175.00/hr
03/23/12 DGi~~f Email from and telephone call with Attorney 0.20 35.00
Beshore re: tax return $I75.00/hr
03/28/12 DGA~t Receipt and review of emails from client (2) re= 0.25 43.75
shareholders $175.00/hr
03/28/12 DGA~[ Telephone call with clienrlReceipt and review of 0.40 70.00
letter from Townslip engineers re: stormwater $175.00/hr
easement
03/28/12 17Cr1\~L Telephone call with client/Receipt and review of 0.55 96.25
fax from client re: stock ownership and $175.00/hr
restrictions
03/29/12 DGl\~[ Receipt and review of second letter from 0.15 $26.25
Attorney Beshore $175.00/hr
04/03/12 DGI\~1 Prepare and fax reply letter to Artorney Beshore 0.40 $10.00
$ I 75.00/hr
04/09/12 DGA~[ Receipt and review of email from Attorney 0.25 $43.75
Beshore/Telephone call with client re: copies of $175.00/hr
corporate documents
04/10/12 DGI1![ Email to Attorney Beshore re_ corporate 0.10 $.7.50
documents $175.00/hr
04/I I/12 DGA![ Receipt and review of cmails from client (3) and 0.20 $35.00
Attorney Beshore/Email re: corporate documents $175.00/hr
04/11/12 DGA![ Reply email from Attorney Beshore/TeIehone 0.15 $6.25
call with client/Reply email $175.U0/hr
04/12!12 DGA~I Receipt and review of faxed letter from 0.15 $6.25
Township Engineer/Telephone call to client (left $175.00/hr
message)
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AUG-15°2012 14:43 FROM°IRWIN iw McKNIGHT LAW OFFICES +7172496354 T-170 P.007/012 F-619
Matter No_ ] 0 ] 9-1 May 7, 207 2
PENN PRODUCT; ~ Page 6
04/23/12 DGP~4 Email from Megan Swope re: meeting 0.20 $35.00
$175.00/ltr
04/2S/12_ DGr~4 Telephone calls with client and Attorney Beshore 0.90 $ 57.50
re: annual meeting and adjournment $175.00/hr
04/26/12 DGr~2 Telephone call with client re: annual meeting 0.55 96.25
$175.00/lu-
04/26/12 DGr~I .Receipt and review of emails from client (3) 0.25 43.75
$175.00/hr
04/26/12 DGD;[ Telephone calls to Ryan Fox and Tom Ritter (left 0.10 17.50
message) $175.00/hr
04/26/12 DGD~I Telephone call with client/preparc reply letter to 0.80 $ 140.00
Attorney Beshore $175.00/hr
04/26/12 DGI`;[ Fax letter to Attorney Beshore/Receipt and 0.60 $1105.00
review of fax from Attorney T3eshore $ l 75.00/Iu
04/27/12 DG1\rl Research Letters Testamentary and 0.75 $13,1.25
Administration $175.00/hr
04/27/12 DGD~'1 Teleppone call with client re: short 0.70 $122.50
certificate/Email to elientre: research $175.00/hr
04/27/12 17GD~I .Receipt and review of emails from client (3) 0.20 $35.00
$175.00/hr
04/27/12 DGIt~1 ]7raft minutes for annual m.eeting/Email to client 0.75 $1 ~ 1.25
$ l 75.00/hr
04/27/12 1]GD~1 Meeting with Megan SwopelReview and finalize 1.40 $25.00
minutes $175.00/hr
04/30/12 DGI\~[ Telephone call with client re: shareholders and 0.45 $78.75
Attorney Andring/Meeting with Roger Irwin $175.00/hr
04/30/12 DGI\~1 Scan letter ti-om Attorney Beshore/Email to 0.25 $~I3.75
client/IZeply emails from client (2) $175.00/hr
04/30/12 DGI1~( Telephone calls with Ryan FoxlEmail from client 0.40 $'0.00
$175.00/hr
AUG-15°2012 14:43 FROM-IRWIN & McKNIGHT LAW OFFICES ¢7172496354 T°170 P.006/012 F°619
Matter No. 1019-1 May 7, 2012
PENN PRODUCT~~ lbage 7
05/01/12 DGD,Ir Research proxies and judge of election/Review 1.30 $2127.50
corporate by-laws/Telephone calls with client $175.00/hr
05/01/12 DGD~i Trave] to and attend meeting of Board of 2.50 $437.50
Directors/Telephone calls with office $175.00/hr
OS/Ol/12 DGA~I Telephone call with Rusty Smith re: drainage 0.35 ~6I.25
work and. road dedication $175.00/hr
05/02/12 L~GA~7 Telephone calls with client re: rescheduled 0.40 $70.00
meeting and road dedication (2) $175.00/hr
05/02/12 r7G11~! Draft Notice of Rescheduled Shareholder 0.35 $61.25
Meeting $175.00/hr
05/02/12 DGI\~! Email draft and by-law language to Attorney 0.30 $2.50
Andring $175.00/hr
OS/02/12 DGI\~[ Telephone calls withAttorneyAndring and 0.25 $3.75
clients re: Board minutes (3) $175.00/hr
05/02/12 DGl1~[ Finalize and send notices of rescheduled meeting 0.25 $~-3.75
to shareholders $175.00/hr
05/02/12 DGl\~[ Scan and email notice and proof of mailing 0.?0 $5.00
$175.00/hr
05/03/12 DGA~! Receipt and review of email from Attorney 0.2U $5.00
Beshore/Forward to Attorney Andring $175.00/hr
05/03/12 DGI\~l Telephone calls withArtorneyAndring and 0.35 $1.25
Attorney Beshore re: meetings and notices (2) $175.00/I~r
05/03/12 DGI\~! Telephone call with client re: Attorney Beshore 0.30 $2.50
meeting/Email rescheduling notice to Attorney $175,00/I~.r
Beshore
05/03/12 DGI1~! Telephone calls with Attorney Andring and client 0.30 $.2.50
05/03/12 DGI\~t Meeting with client to review corporate meeting 0.40 $~OAO
minutes and documents $175.00/hr
AUG-15-2012 14:43 FROM-IRWIN iu McKNIGHT LAW OFFICES +7172496354 T°170 P.009/012 F°019
Matter No. 1019-1 May 7, 2012
PENN PROD'UC1`:a Page 8
OS/03/1? DGI\~1 Email from Attorney Beshore with 0.25 X43.75
proxies/Review and email to Attorney Andring ~ $175.00/tu•
05/05/12 DG11~1 Receipt and review of email from Attorney 0.20 35.00
Andring with attachments $175.00/hr
Hours: 39.90
Total fees: $6,952.50
1'aytnents & Adju§.~tments:
03/05/12 Thank you $3,28.75 CR
Total payments & adjustments: $3,28.75 CR
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Billing Summary
Previous balance $3,228.75
Payments & adjustments 3,225.75 CR
Current fees & e:};penses 6,952.50
Total now due $6,982.50
Due date OS/28/I2
ACCOUNTS DTJE BEYOND 90 DAYS ARE CHARGED INTEREST j
AT T1YE RATE OP 18% PI;RANNUM
TOR YOUR COIe1VGNIENC.C WGACCEPT VIS11, MAS7'ERCARD
AND DEBTT CARD PAYMENTS
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AUG-15-2012 14:44 FROM°IRWIN & McKNIGHT LAW OFFICES +7172496354 T-170 P.O10/012 I'-619
IRWIN' ~ Mc~KNIGHT
WEST POMFRIrT PI~:OFESSIONAL SUILnINC
60 WEST POMFRE7' STREET
CARLISLE, PENNS~r'LVAi011A 17013-3222
PENN PRODUCT!; CORPORATION August 1 S, X012
ATTN: SANDRA P~[CCORT~L 119-1
1369 SWOPI; DRI'~tE
BOILING SPRINGS, PA 17007
Matter No. 1019-1
PENN PRODUCT:
Fees: Tlours/Rate
05/07/12 DGI'.~i Meeting with C. Crady Swisher/Telephone calls 0.55 $6.25
with client (2) $175.OU/hr
05/07/12 DGI'~4 Review Complaint and scan and email 0.60 $1 ~S_00
$175.00/hr '
05/07/12 DCr.2 Meeting with client re: dividend checks and 2.30 $42.50
m~nules/Telephone call with and email from $175.OOthr
client
05/07/12 DCrPe'1 Prepare dividend notices and send with. dividend 0.70 $1 2.50
checks $175.00/hr
0~/08/I2 DGT.~! Speak with Philadelphia Register of Wills re: 0.40 $0.00
Maybelle Asper EstatelTelephone cal! with client $175.OOthr
05/08/12 I7GP~~ Receipt and review of emails from client (2) 0.10 $ l~ 7.50
$175.00/lir
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0>/09/12 DGP.4 Telephone calls and emails withArtorncy 0.35 $1.25
Andring $175.00/hr
05/09/12 DCrP~~1 Email from client/Telephozaeeall with Attorney 0.45 $78.75
Andring/1Zeceipt and review of Order of Court $175.00/hr
and letter from Artomey Beshore
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AUG-15-2012 14:44 FROM-IRWIN & McKNIGHT LAW OFFICES +7172496354 T-170 P.O11/012 I°°819
Matter X10. 1019-1 ~ Aue st 1 S, 2012
PENN PRODUCT;~~ ~ T'age 2
05/10/12 DGP~~ Receipt and review of email with new Qrder of 0.?0 $135.00
Court $175.00/hr
05/10/12 DGr~7 Emails to and from client re: 0.70 $12.50
subpocnas/`I elcphone calls with Attoniey $175.00/hr
Andring and client (2)
OS/l 1/12 DGM Yloicemail from Attorney Magee/Telephone calls 0.60 $105.00
with Attorney Magee/Telephone call with client $175.001hr
and Philadelphia Register of ~1Vills re: estate
file/Telephone call with Attorney Andring/l;mail
to client and Attorney .4ttdring re: meeting
05/12/12 DG2~~1 Dran minules/Meeting with client 3.45 $6p3.75
$175.00/lir
05/15/12 DG1~Q Receipt and review of email from client and 0.50 $7.50
letter fram Township engineer/Carter to Monroe $175.00/hr
Township with bond check
05/15/12 DG1~~1 Telephone call re: subpoena/rteceipt and review 0.35 $~i 1.25
of email from Charles Schwab/Telephone call $175.00/hr
with client
05/15/12 DGI~I Reply email to Charles Schwab U.20 $5.00 .
$17S_00/hr
05/16/12 DGM Telephone call with client 0.25 $3.75
$175.00/hr
05/17/12 DGI~n Telephone call with client/Receipt and review of 0.40 $0,00
fa.~c from Atton~ey Milspaw $175.00/hr
OS/15/12 DG]~~I Receipt and review of termination letter/Reply 0.70 $12.50
letter re: co~poratc property and files $175.00/hr 11
05/15/12 DGI+n Telephone call with Attorney Andring/Research, 0.40 $`Y0.00
scan and email 1979 c~iporate minutes $175.00/hr
06/20/12 DGl!?1 Telephone call lYOm Township Solicitor re: 0.25 $3.75
drainage improvements ~uzd security /Telephone $175.00/hr
call to Township secretary
• Fours: 13.45
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AUG-15-2012 14;44 FROM°IRWIN & McKNIGHT LAW OFFICES +7172496354 T°170 P.012/012 F°619
Matter No. 1019-1 August I5, 2012
PENN PRODUCT:; Page 3
Total Fees: $2,33.75
Payments & Adju~~tments:
05/07/12 Thal~lc you $6,92.50 CR
Total payments 8c adjustments: $6,92.50 CR
~
13illin~ Sttn~m;~ry
Previous balance: $6,982.50
Payments & adj iasunents 6,982.50 CR
Current fees ~ e;npenses 2,353.75
Total now due $2,3S3.7S
Due date 09/OS/~ 2
f~CCOUNTS DUE BEYOND 90 DAYS ARE CH~RCrI?D INTEREST
AT THE RATE OF 18% PER ANNUM
:FOR YOUR CONVENIENCE 'EVE ACCEPT VISA, MASTERCARD
AND DEBIT CARD PAYMENTS
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EXHIBIT 1
LAW OFFICES OF MARVIN BESHORE
130 State Street, P.O. Box 946
Harrisburg, PA 17108-0946
Telephone: (717) 236-0781 Marvin Beshore
Facsimile: (717) 236-0791 mbeshore@beshorelaw.com
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August 16, 2012
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Douglas G. Miller, Esquire
Irwin & McKnight, P.C.
60 West Pomfret Street
Carlisle, PA 17013-3222
Re: Penn Products Corporation
Dear Mr. Miller: i
The Board of Directors of Penn Products Corporation approved payment in full of your
firm's invoice through the period of its representation of the Corporation which ended Apri125,
2012. A check in the amount of $4,340.00 for those services is enclosed.
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In accordance with Judge Masland's Order of May 15, 2012, the Board of Directors of
Penn Products Corporation has determined not to ratify the null and void actions of the former
officers and directors of Penn Products Corporation by whom your firm was employed
subsequent to Apri125, 2012.
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With this payment, the attorneys' lien that you assert to the files of Penn Products
Corporation held by your law firm would no longer be applicable. Therefore, I renew our prior
request for delivery of those files including attorneys' notes, memoranda and e-mails, as
applicable pursuant to authority previously cited. As a matter of courtesy, we will not pursue the
filing of a replevin action for these files for one week (until August 23, 2012) in expectation that
we will receive the files within that time.
Thank you for your anticipated cooperation.
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Very truly yours,
/s/
Marvin Beshore
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MB/tls
Enclosure
cc: Board of Directors, Penn Products Corporation
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PE1VN PRODUCTS CORPORATION ' j
` 1369 Swope Dr ~ ~2
Boiling Springs; PA 17007-9611 - s-sofa o 9oss
_ 7091 44853
_ DATE C ~ 9
_ _
4
TO THE e
ORDER DF v` I ~ ~ o ~
~
~ DOLLA 8 ~ Y
w
' ® wo 'natures Regiredif Ove' $1000.0 4
Weps Fargo Dank, N.A.
Pennrylvania
v/etis(argo Fom
j
i FOR__
~i'OOOQOO L00 2n' ~:0 3 L000 50 3~: 709 i 5448 5 3u'
~:..v - _
VERIFICATION
I, David J. Horick, President of Penn Products Corporation, hereby state that the
averments of fact in the foregoing Complaint are true and correct to the best of my knowledge,
information and/or belief.
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This Verification is made subject to the penalties of 18 Pa.C.S. 4904 related to unsworn~
falsifications to authorities.
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August 24, 2012
Date David J. Horick
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