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02-0614
oa _ &141 C;(j t ( ? PETER J. SYMONS, JR Prothonotary CHARLES M. MILLER Solicitor OFFICE OF THE PROTHONOTARY SCHUYLKILL COUNTY COURT HOUSE 401 N 2ND ST POTTSVILLE, PA 17901-2520 Telephone: (717) 628-1270 January 17, 2002 PROTHONOTARY CUMBERLAND COUNTY OF PA CUMBERLAND COUNTY COURTHOUSE ONE COURTHOUSE SQUARE CARLISLE, PA 17013 IN RE: CHANGE OF VENUE Dear Prothonotary; FAYE M. GUYESKI First Deputy DEBORAH A. CONWAY Second Deputy Please find enclosed all record papers for Schuylkill County Case S-1275-2001 CARL R. MCALOOSE VS. GENERATIONS MANAGEMENT SERVICES, INC. By Order of Court dated January 15, 2002, a Stipulation by parties, is approved to transfer the said case to Cumberland County. Please note by said Order, Plaintiff shall pay costs to transfer the case. I've enclosed certified docket entries for the same. If anything further is required, please contact our office. Thanking you for your immediate attention to this matter. y PETER J. SYMONS,, PROTHONOTARY 2, ENCL D C ET: S-1275-2001 z PRAECIPE FOR SUMMONS PLAINTIFFS FILED: 06/21/2001 at 11:19AM DEFENDANTS MCALOOSE,CARL M GENERATION'S MANAGEMENT SERVICES LLC 1050 WILLOW DRIVE 600 WILSON LANE ORWIGSBURG, PA 17961 MECHANICSBURG, PA 17055 ATTY: EDWARD M BRENNAN ATTY: FRANK PATRICK CLARK ------------------------------------------------------------------------------- FILING & E 06/21/2001 at 11:19AM PLAINTIFFS ----------------------------------------------------------------------------- 60.00/PLAINTIFF V ATE TAX (.50) /21/2001 at 11:19AM AINTIFFS 50/PLAINTIFF ATTORNEY 6/21/2001 at 11:19AM PLAINTIFFS 3.00/PLAINTIFF -------------------------------------------------------------------------- ATISFACTION 6/21/2001 at 11:19AM PLAINTIFFS 7. 0/PLAINTIFF - ------------------------------------------------------------------------ OMPUTER FUND 06/21/2001 at 11:19AM PLAINTIFFS 5.00/OFFICE -------------------------------------------------------------------------- AU MATION FUND 6/21/2001 at 11:19AM PLA NTIFFS 5/PLAINTIFF SHERIFF'S SERVICE-SEE FILE 07/03/2001 at 01:12PM SHF 32.00 COMPLAINT 11/05/2001 at 11:36AM BRENNAN,EDWARD M ---------------------- PRELIMINARY OBJECTIONS 12/06/2001 at 11:31AM CLARK,FRANK PATRICK ---------------------- DOCKET: S-1275-2001 FILED: 06/21/2001 at 11:19AM PRAECIPE FOR SUMMONS ------------------------------------------------------------------------------- FILING CERTIFICATE OF SERVICE 12/06/2001 at 11:31AM ----------------------------------------------------------------------------- C RK,FRANK PATRICK ------------------------------------------------------------------------- BRIEF IN SUPPORT OF PRELIM OBJECT 12/06/2001 at 11:31AM RK,FRANK PATRICK -------------------------------------------------------------------------- CERTIFICATE OF SERVICE 12/06/2001 at 11:31AM C ARK,FRANK PATRICK ------------------------------------------------------------------------- DEMAND FOR JURY TRIAL 12/06/2001 at 11:31AM CLARK,FRANK PATRICK AMENDED COMPLAINT 12/21/2001 at 02:22PM BRENNAN,EDWARD M CERTIFICATE OF SERVICE 12/21/2001 at 02:22PM BRENNAN,EDWARD M -------------------------------------------------------------------------- PRAECIPE TO ATTACH EXIBITS 12/28/2001 at 03:02PM BRENNAN,EDWARD M -------------- - /09/2002 at 09:19AM WBRENNAN,EDWARD IPULATION M ------------------------------------------------------------------------- RAECIPE TO SUBSTITUTE VERIFICATION 01/10/2002 at 02:50PM BRENNAN,EDWARD M -------------------------------------------------------------------------- CERTIFICATE OF SERVICE 01/10/2002 at 02:50PM BRENNAN,EDWARD M -------------------------------------------------------------------------- ORDER OF COURT/COPIES MAILED 01/15/2002 at 08:41AM I MILLER,CHARLES M -------------- - ------ -------- 6 ORDER TRANSFERRING JURISDICTION D01/15/2002 at 08:41AM MILLER, CHARLES M Cierti ci }~ --------------------------- f: --e.- - ---- ------------------- a Wu]???++%u+?o Qri?S fi u a. .- " IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CARL R. McAL00SE Plaintii vs. GENERATIONS MANAGEMENT SERVICES, INC. Defen t Non-Jury Trial - Any matter dispositive of the case e.g.: () Equity Actions; ( ) Tax Appeals; () Summary Appeals; ?-' () Name Change Actions; () Permanent Injunctions; () Other (specify) PRAECIPE FOR CERTIFICATION - PROTHONOTARY FORM 205.3 TO: PETER J. SYMONS, PROTHONOTARY: Transmit the attached filing to the Court Administrator for Assignment to a Judge. The nature of the filing and requested actiocljs as follows: ' Jury Trial - (Complete Certificate of Readiness.) I estimate it will require hours to present the plaintiffs/defendant's case and I will present only the following witnesses for testimony: Petition pursuant to Pa.R.C.P. 206 requesting: ( ) Issuance of Rule to Show Cause; ( )'Transfer to Court for disposition, no answer having been filed; ( ) Transfer to Court for disposition, contested matter and fact finding complete No. S-1275-01 or unnecessary; ( ) Other specify) Issue that can be decided on the record and briefs, being: ( ) Gov't Appeal; ( ) Exceptions; ( ) Judgment on Pleadings; ( ) Summary Judgment; ( ) Other (specify) x Issue that can be assigned for immediate action, being: (x) Stipulation; ( ) Uncontested Motion; ( ) Motion for Appointment; ( ) Quiet Title Motion Other (specify) Contested Motion ( Memo attached), being: ( ) Discovery Motion; ( ) Other (specify) ( ) Transmit to Custody Officer. Reason (If hearing is required, complete the time and witness portion of this form.) Hearing required/realxested: Reason for hearing O Special Relief; ( :ontempt Petitions; ( ) Preliminary In' .tions; ( ) Other (specify) I estimate it will require hours to present the plaintiffs/defendant's case and I will present only the following witnesses for testimony: Date: 1/g /ox For Defendant: Frank P. Clark. Esquire For Plaintiff. Edward M. Brennan, Esquire Edwa-rd M. Brennan, Esquire Attorney I.D. No. 38770 Notice: In matters requiring a non-jury trial and hearing opposing counsel is required to submit a report in WRITING to the Court Administrator within 10 days, (1) listing the names of the witnesses they will use at hearing; and, (2) an estimate of time required to present their case. Revised 10/9/97 40- Q IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff No. S-1275-01 VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED ORDER Cc cr„ =fix o a rv AND NOW, this /0( day of , 20Q,2, pursuant to the attached Stipulation, and upon motion of the parties hereto, it is ORDERED and DECREED that the above matter shall be transferred pursuant to Pa. R.C.P. 1006(e) to the Court of Common Pleas of Cumberland County. The costs and fees for said transfer and removal of the record shall be paid by the Plaintiff. ?yC BY COURT, °? T IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant No. S-1275-01 JURY TRIAL DEMANDED ?T_ STIPULATION PURSUANT TO Pa. R.C.P.1006(e) 4 It is hereby stipulated and agreed as follows: t,) 1. The above-captioned matter was commenced by filing Praecipe for Writ of Summons to they! r' - above term and docket in the Court of Common Pleas of Schuylkill County. 2. The parties agree that proper venue for this matter is with the Court of Common Pleas of cam-' Cumberland County. 3. Pa. R.C.P. 1006(e) allows this Honorable Court to transfer the above matter to Cumberland County Court of Common Pleas with the Plaintiff to pay the record costs and fees for the transfer and removal of same. ReApectfully submitted, EDWARD M. BRENNAN, ESQUIRE Attorney I.D. No. 38770 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 Attorney for Plaintiff 4,4e 0z." FRANK P. CLARK, ESQUIRE Attorney I.D. No. 35443 Clark Law Office 3045 Market Street, 2°d Floor Camp Hill, PA 17011 (717) 731-8600 2L `t r0 s" w o vi w W Ir Cn H w ?+ ¢ W 4 ai w t zz z a z o z w Q Nx? Z o z Va° a w q o w Zma E O O w H V 93 cwi> > A z ? Wv B 3? _'> o x a o ¢ < m Dw E+ a °a o a F o-G I o 7x? U 7 Ln a t ti o-I V Cl) V O 1-4 N H Q W aG ¢ 7 F 1.4 W z ¢ w z o W H v c.7 r-? z ti 4 ? EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff No. S-1275-01 VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED PRAECIPE TO SUBSTITUTE VERIFICATION TO THE PROTHONOTARY: z G N Ot?1 ti Kindly substitute the attached Verification for the one presently attached to Plaintiffs' Amended Complaint. Date: 1/9/02 {G: \tempdoc\clients\m1081 \DMS005O.DOC) Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiffs ab co VERIFICATION I, CARL R. McALOOSE, do hereby certify that the statements made in the foregoing Amended Complaint, are true and correct to the best of my knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S.A. Section 4904, relating to unworn falsification to authorities. Date:_ / Zee _a? CARL R. MCALOOSE {G: \tempdoc\release\BAP3411.DOC1 EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff No. S-1275-01 vs. GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED CERTIFICATE OF SERVICE AND NOW, this 10th day of January 2002, I, Edward M. Brennan, Esquire, do hereby certify that I served a true and correct copy of the foregoing Praecipe to Substitute Verification by depositing the same in the United States Mail, postage prepaid, in the Post Office at Pottsville, Pennsylvania, addressed to the following: Frank P. Clark, Esquire Clark Law Office 3045 Market Street, 2nd Floor Camp Hill, PA 17011 Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff { G: \tempdoc\c1 ients\m 1081 \DMS0015. DOC } 0 v woos ULM W w O w p a V a W E U) W ? w w w W a.) E H o Z a? o 3 a' E a ri W F p co rE" o N x ? Z ?m O D 4 z w a d H E < Z Z a "' o az o O ro 0' z w 44 4) p v, W o ; V a O a H .. w C7 vi d z A z O H W E N J m'wk ? o x o H a s ?? a d o o a H w p o ?x~ z O r a ¢ d U U] H O V £ H E C14 14 1-4 Cd . x P4 .14 ? a' E y, p W E r i PG EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 r., IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY' CIVIL ACTION - LAW cS CARL R. McALOOSE, No. S-1275-01 Plaintiff VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED PRAECIPE TO ATTACH EXHIBITS TO THE PROTHONOTARY: Kindly attach the following Exhibits to the Amended Complaint filed in the above matter on December 21, 2001. Date: b L2/a I f (G: \tempdoc\clients\m1081 \DMS0030.DOC) Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiffs i?tr,??c;crrlc;lt [;iv Page 1 of 3 zoo/ Srnwr.Jklaxwana?t Dougla4 L. Brewer Doug Brewer is a co-founder of Generations Management Services and serves as President and Chief Executive Officer. He has spent the last 20 years dividing his time equally between healthcare and hospitality. Most recently, Doug served as senior vice president and officer of Balanced Care Corporation, a public company with annual revenues exceeding $100 million from its operation of more than 100 Assisted Living, Independent Living and Skilled Nursing Facilities throughout the country. Doug was responsible for all ancillary departments including nursing, Alzheimer's programming, dietary, environmental, purchasing, residential services and staff training. Prior to Balanced Care, Doug was with Continental Medical Systems, Inc. (CMS) a national provider of medical rehabilitation services with annual revenues exceeding S 1 billion. As a senior vice president, he President & CEO was instrumental in the development of more than 25 physical rehabilitation dbrewer(r?generationsms.com hospitals and was directly responsible for the successful development of the company's unit management group, Select Rehab. Prior to CMS, Doug had regional operational responsibilities within the hospitality industry, first with Motor Hotel Management and then with Club Corporation of America, an owner/operator of more than 300 country clubs and city clubs nationwide. Doug holds a bachelor's degree in finance from the University of Central Oklahoma and a M.B.A. from Kutztown University. He has served on boards of directors and as board president with non-profit organizations. Carl R. McAloose Carl McAloose is a co-founder of Generations Management Services. He serves as Senior Vice President of Operations for Generations Management Services and is responsible for the start-up and ongoing operational oversight of the company's Independent and Assisted Living contracts. Most recently, Carl served as a regional community director for Balanced Care Corporation where he concentrated in the intense areas of census development, turn around/problem operations and pre-opening. Prior to Balanced Care, he served as director of operations with Manor Care Health Services, where he was responsible for the operations and financial performance of eight facilities encompassing more than 1,400 beds and annual revenues in excess of S80 million. Carl has also served as executive director of Bethany Village, a large 300-bed Continuing Care Retirement Community (CCRC), where he was responsible for all aspects of operations Senior and financial performance. Carl has extensive experience in the areas of Vice President of JCAHO Certification, State Licensure and Survey. Prior to joining the Operations healthcare industry, Carl served as a Commissioned Officer with the United cmcaloose. generationsms.com States Army Reserve as a Communications-Electronics Officer, and as Officer-in-Charge/Communications Officer with the Central Intelligence Agency at various international locations. He holds a bachelor's degree in public policy from Pennsylvania State University and he graduated summa cum laude with a mastees degree in health administration from the University of Scranton. Carl is also a licensed nursing home administrator and a past member of the Pennsylvania Health Care Association's Board of Directors (1996-98). William J. Seres Bill Seres serves as Vice President of Sales and Marketing for Generations Management Services. In this role, he is responsible for the census development at our managed communities. as well as developing new business opportunities in existing and potential market areas. Prior to joining Generations, Bill was vice president of sales for Balanced Care Corporation. He successfully increased the company's census by a minimum of 110 for eight straight months and developed a sales training program for the organization's directors and managers. Bill's 'background in heaithcare inciudes accomplishments as director of business development or NtanorCare Health Services and division sales manaser for Johnson and Johnson. At Manor Care, he directed and managed sales for the Eastern Vice President of Division, generating more than $340 million in annual sales. At Johnson Sales & Marketing and Johnson, he led a sales division from the tenth position out of 12, to the numhernne amt in the emmnanv afternnly two veara. Rill ;q a Vietnam http: I/ / mailhost@generationsms.com /manbio.htm 1 /29/01 April 28, 2000 Steve Adelkoff, Esquire Kirpatrick & Lockhart, LLP HWO Building 535 Smithfield Street Pittsburgh, PA 15222 Re: Anticipated Members of Generations Management Services, LLC ("Generations") Dear Steve: It was a pleasure speaking with you and Dave on Wednesday regarding the blue sky offering proposed by Generations. This letter is intended to outline the Senior Management ownership and distribution policy. In addition I have attached the most recent summary of Membership Units for your review. The units proposed below would be allocated from the 170,000 units listed on the attached form under "Employee Stock". The only modification to the summary that we currently anticipate is the potential KPMG equity participation, which, I would like to discuss further with you. Total Employee ownership units ..................... 170,000 units Carl McAloose, Senior VP Operations ............... .............. ..... 75,000 000 20 Pat Cassel, Director of Clinical Services ........................... : , ...... .......5,000 ... Wendy Clark, Office Manager ................................... . Gwen Kissinger, Director of Human Resources.......... • • • • • • • • • . ":: 20 000 Director Of Marketing, TBD ........................................ .... 000 10 Roger Breed-Not employed but helped establish company ..... , ......... Total Distributed .................................135,000 .....35,000 Balance undistributed ................................................ ..... I would prefer that all employee units vest over an 18-month period, with the exception of Carl McAloose and Roger Breed; in their case all units would vest immediately. I look forward to discussing this with you at your convenience, please let me know if you need additional information. est regards, Doug B wer President & CEO cc: Jim Diebold David Carr W ? o ?y M 7 v w 41 pq Ul W ? Z a ? ? F co co 7„ CC to? Z?X° O ' cd w N Q W Q W ma 7Te. c? O O a W w 4 W x U Z ? LL a LL Z w0ui V o-7 N C7 im q ? O W Ua J [ ._ 0 ?"? ¢ H o A Er o N p ?+ o v o- ? w ow .. V to x V a N U3 ~ N N H M w Vi r 0.a tt E+ z z a W w x ¢ w w w o w a Q w ?+ v u cn EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant C I rv ra3 N rv 0 No. S-1275-01 : JURY TRIAL DEMANDED 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Pennsylvania Bar Association Lawyer Referral Service 100 South Street P.O. Box 166 Harrisburg, PA 17108 1-800-692-7375 EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant No. S-1275-01 r. r..a JURY TRIAL DEMANDED G T+ AMENDED COMPLAINT The Plaintiff, Carl R. McAloose, by and through his attorney, Edward M. Brennan, Esquire, seeks to recover from the Defendant a sum in excess of Twenty-Five Thousand ($25,000.00) Dollars upon a cause of action wherein the following is a statement: 1. Plaintiff, Carl R. McAloose, is an adult individual residing at 1050 Willow Drive, Orwigsburg, Schuylkill County, Pennsylvania 17961. 2. Defendant, Generations Management Services, Inc., is a limited liability company organized under the laws of the Commonwealth of Pennsylvania with its principal place of business at 600 Wilson Lane, Mechanicsburg, Cumberland County, Pennsylvania 17055. 3. Plaintiff was co-founder of Generations Management Services, Inc. and was held out as such on the corporate website. A copy of same is attached hereto as Exhibit "A". 4. Plaintiff began working for Defendant as Senior Vice-President of Operations on February 1, 2000. 5. In consideration of his services as Senior Vice-President and services in founding said corporation, Plaintiff owned and/or acquired certain shares as alleged herein. 6. On or about April 28, 2000, Plaintiff was vested with 75,000 units or shares of "Employee Stock". Attached as Exhibit "B" is a true and correct copy of a letter from the President and CEO of Defendant to its corporate counsel indicating that Plaintiff should receive the 75,000 shares. 7. It is believed and averred that Defendant offered specialized management and consulting to assisted living facilities, Alzheimer's cases, independent living and other aspects of senior living. 8. By letter dated January 16, 2001, addressed to Doug Brewer, CEO of Generations Management Services, Inc., Plaintiff submitted his letter of resignation. 9. Following Plaintiff's resignation, Defendant refused to acknowledge that Plaintiff acquired 75,000 shares of the corporation pursuant to the letter dated April 28, 2000. 10. Defendant's refusal to honor the Plaintiff's ownership of 75,000 shares is without cause and in violation of Plaintiff's agreement with the corporation as reflected in Exhibit "B". 11. Plaintiff believes and therefore avers that Defendant corporation negotiated the buyout or merger without protecting its minority shareholders' rights. 12. Plaintiff believes and therefore avers that Douglas Brewer, a similarly situated shareholder to Plaintiff, received value for his shares including, but not limited to, a bonus of $40,000.00 to be paid one-third ('/s) at closing, one-third ('/3) thirty (30) days after closing, and one-third ('/3) sixty (60) days after closing. 13. Defendant's refusal to protect Plaintiff's ownership interest and to negotiate a merger and/or buyout where minority shareholders such as Plaintiff received nothing, and Douglas Brewer received substantial financial gain is an attempt to suppress Plaintiff s minority shareholder rights and violates the fiduciary duty of the corporation to its shareholders. WHEREFORE, Plaintiff respectfully requests this Honorable Court to enter judgment in his favor and against Defendant in an amount of money in excess of Twenty-five Thousand ($25,000.00) Dollars, together with costs and interest thereon; Plaintiff further requests this Honorable Court to appoint a receiver so that an accounting may be prepared concerning the status of the corporation and Plaintiffs outstanding shares of stock. Respectfully submitted, Date: La k) /Xi/ Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff VERIFICATION I, EDWARD M. BRENNAN, ESQUIRE, do hereby certify that the statements made in the foregoing Amended Complaint, are true and correct to the best of my knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S.A. Section 4904, relating to unworn falsification to authorities. Date: a PI Loy EDWARD M. BRENNAN EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, No. S-1275-01 Plaintiff N vs. f\'s - GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED CERTIFICATE OF SERVICE AND NOW, this a I st day of - 9 mt Q, , 2001, I, Edward M. Brennan, Esquire, do hereby certify that I served a true and correct copy of the foregoing Amended Complaint by depositing the same in the United States Mail, postage prepaid, in the Post Office at Pottsville, Pennsylvania, addressed to the following: Frank P. Clark, Esquire Clark Law Office 3045 Market Street, 2nd Floor Camp Hill, PA 17011 By: Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff J also lL 04 c1 W O W d' v 7 H V N 44 w w 4J W t N •1 [??r w p N Z r m o°, a F •O aa W Q W x n 7 Z W A w E: zmi 0 Z a w m C7 A w A C W O OW uiJ P; ¢ z v = cn > z a a m ?wN O W tq J ?F'k a ca '^No H Q H H o: 3 arx z u a o w w z V C.) H O N _ tV r? • e N Frank P. Clark, Esquire CLARK LAW OFFICE 3045 Market Street, 2nd Floor Camp Hill, PA 17011 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION, LAW CARL R. McALOOSE No. S-1275-01 Plaintiff, VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant. JURY TRIAL DEMANDED BRIEF IN SUPPORT OF PRELIMINARY OBJECTIONS Before the Court are the Preliminary Objections of Generations Management Services, LLC, misidentified in the Complaint as Generations Management Services, Inc. G 0 HISTORY OF THE CASE Plaintiff is a former employee of Generations. He filed a Writ of Summons with this Court in or about July 2000. Plaintiff filed a one-count Complaint on or about November 12 and mailed the Complaint to Generations thereafter. Generations has filed Preliminary Objections seeking dismissal of the Complaint. The within Brief is in support of Generations' claim that the Complaint should be dismissed for failure to state a claim, or alternatively should be dismissed for lack of venue. STATEMENT OF THE ISSUES INVOLVED 1. Does a Complaint sounding in breach of a contract fail to state a claim where the sole alleged basis for a purported contract is an alleged letter from Defendant to a third party unrelated to Plaintiff? [Affirmative Answer suggested by Generations] f_ . 2. Does a Complaint sounding in breach of contract fail to support a prayer for appointment of a receiver or an accounting where the facts of the Complaitn fail to allege any equitable grounds for the same? [Affirmative Answer suggested by Generations] Is Schuylkill County improper venue for a Complaint where the Complaint alleges that Defendant's principal place of business is in Cumberland County and where no contacts are alleged between the Defendant and Schuylkill County? [Affirmative Answer suggested by Generations] ARGUMENT A. ------ Relief May Be Granted. The Complaint fails to state a claim for breach of contract. The Complaint purports to establish that a letter creates a contractual relationship between Plaintiff and Generations. The Complaint, however, fails to allege a contractual relationship with Plaintiff. The Complaint should be dismissed. A promise unsupported by consideration is generally not enforceable. See Thatcher's Drug of West Goshen Inc. v. Consolidated Su ermarkets Inc. 535 Pa. 469, 476, 636 A.2d 156, 160 (1994). Plaintiff tests that principle further by attempting to enforce a consideration-less letter that is devoid of a promise, much less a promise that constitutes consideration in favor of Plaintiff. The letter attached to the complaint purports to be from Generations' CEO to an attorney.' There is no basis in the Complaint to conclude that it constituted part of any agreement or forbearance by Plaintiffz In short, it contains no information for the Court to conclude that Plaintiff has stated an enforceable promise that Generations has breached. The Court should dismiss the Complaint. Generations is constrained to remark that it has other factual and legal objections to Exhibit B, but that the scope of the Court's review of the Preliminary Objections precludes Generations from making issue of these points at the present time. 2 Plaintiff provides no basis to rebut the presumption of at-will employment, Donahue v Federal Express Corp, 753 A.2d 238 (Pa. Superior Ct. 2000), or even to relate the Exhibit B letter to terms of his employment. B. The Complaint Should Be Dismissed Insofar as it Pu orts to Seek Appointment of a Receiver Generations also submits that the Prayer for Relief is defective in that it erroneously includes a claim for appointment of a receiver and or an accounting and should be dismissed and/or stricken. The grounds for appointment of a receiver must be equitable grounds, namely, that the property in dispute is in danger of loss or destruction or impairment of its value through neglect, waste or misconduct on the part of defendant or others holding the property. Zerbe Townshiy School Dist. v. Lark, 54 Pa. D. & C. 427 (C.P. Northumberland, 1945). A receiver may be appointed whenever the chancellor is convinced the right is free from doubt, the loss irreparable with no adequate remedy at law, and the relief sought is necessary. McDougall v. Huntingdon & Br. T. R. & C. Co. 294 Pa. at 117, 143 A. 574. Where a plain and adequate remedy at law exists, however, it is appropriate to sustain a demurrer to an action seeking a receiver. Milleman v. Kavanaugh, 213 Pa. 240, 62 A. 907 (1906). Plaintiff presents no grounds for appointment of a receiver his Complaint regarding the appointment of a receiver. He presents no facts The allegations in his m Complaint are a loose set of averments that attempt to derive a spurious contractual claim from an alleged letter sent to someone other than himself. But the Complaint is bereft of facts that establish equitable grounds to even arguably warrant the appointment of a receiver. Zerbe Townshiv. Moreover, the face of the Complaint (other than its prayer for relief) seeks a purely legal remedy, rendering a receiver unnecessary. Milleman. The Complaint should be dismissed, or alternatively stricken insofar as its prayer for relief includes an allegation that a receiver be appointed. Although it is a drastic remedy, it should be imposed where it is necessary to effectuate equality and justice to all interested. Id. 294 Pa. at 116, 143 A. 594. The appointment of a receiver has been upheld to avoid the situation where junior creditors would otherwise be "frozen out." C. The Complaint Should be Dismissed for Improper Venue. The Complaint should be dismissed as Plaintiff has improperly brought this action in a county where venue will not lie, whether pursuant to Pa.R.C.P. 1006 or 2179. Plaintiff has brought this action in a county with no relationship to the alleged transaction and has brought it against a corporation in a county where it cannot be sued. The Complaint should be dismissed, or in the alternative, transferred to Cumberland County by operation of Pa.R.C.P. 1006(e). 1. Pa.R.C.P. 2179(a)(1) Rule 2791(a)(1) provides that venue in an action against a corporation is proper in a county where the corporation's registered office or principal place of business is located. Plaintiff has averred in the Complaint that Generations' principal place of business is in Cumberland County. 2. Pa.R.C.P. 2179(a)(2) Rule 2791(a)(2) provides that venue in an action against a corporation is proper in a county where the corporation regularly conducts business. Plaintiff has not averred in the Complaint that Generations is regularly conducting business in Schuylkill County. In fact, Plaintiff's only reference in the Complaint to where Generations does business is its allegation to Generations' principal place of business in Cumberland County. The rationale behind the venue provisions of Rule 2179 is "to permit a plaintiff to institute suit against the defendant in the county most convenient for him and his witnesses and to assure that the county selected had a substantial relationship to the controversy between the parties and was thereby a proper forum to adjudicate the dispute." Burdett Ox en Com anv. I.R. Wolfe and Sons Inc., 433 Pa. 291, 249 AN 299, 302 (1969), quoting Coun Construction Co. v. Liven ood Construction Co., 393 Pa. 39, 44, 142 A.2d 9, 13 (1958) (emphasis added)). Although the civil rules pertaining to venue permit a plaintiff certain freedom in bringing an action, this freedom as against a corporation is ultimately restricted by Rule 2179. A plaintiff may only bring an action in a county that bears a "substantial relationship to the controversy between the parties." Id. In Purcell v Brun Mawr Hospital, 525 Pa. 237, 579 A.2d 1282 (1990), the Pennsylvania Supreme Court held that a "substantial relationship" is "nothing more than synonymous language for minimum contacts which, in turn, bears directly on the meaning of `regularly doing business."' Id., 579 AN at 1286. Plaintiff has pled no acts by Generations of any quality or magnitude to establish any contacts with Schuylkill County. The Complaint does not establish that Generations was regularly conducting business in Schuylkill County as required for proper venue pursuant to Rule 2179(a)(2). Pa.R.C.P. 2179(a)(3) and (a)(4) Rules 2179(a)(3) and (a)(4) provide that venue in an action against a corporation is proper in a county where the cause of action arose [(a)(3)] or in a county where a transaction or occurrence took place out of which the cause of action arose [(a)(4)]. The Complaint alleges that Plaintiff was formerly an employee of Generations, and that Generations is a corporation situated in Cumberland County. The Complaint is silent as to any transactions or occurrences giving rise to Plaintiff's alleged cause of action. It does not allege any acts by Generations that occurred in or relate to Schuylkill County. Therefore, venue in Schuylkill County is improper. Based on the face of the Complaint, there is only one county where venue might lie-Cumberland County. Rule 1006(e) provides for transfer of a matter, at Plaintiff's cost. CONCLUSION Plaintiff has not averred in the Complaint any facts that would establish a breach of contract. Furthermore, to the extent his Complaint states a claim on this one-count action, venue is improper in Schuylkill County against Generations. Although Plaintiff is permitted to choose the forum for bringing an action, Generations must have sufficient contacts with the county for venue to be proper. Plaintiff has not established the requisite contacts by Generations with Schuylkill County. Therefore, venue in Schuylkill County is improper. Generations respectfully requests that the preliminary Objections be sustained and the Complaint dismissed, or alternatively that the Complaint be transferred to the Court of Common Pleas of Cumberland County pursuant to Pa.R.C.P. 1006(e). Respectfully submitted, CLARK LAW OFFICE Dated: December 5, 2001 By: Frank P. Clark Attorney I.D. No. 35443 3045 Market Street, 2"d Floor Camp Hill, PA 17011 (717) 731-8600 Attorney for Defendant CERTIFICATE OF SERVICE I, Frank P. Clark, Esquire, do hereby certify that I served a true and correct copy of the foregoing Brief in Support of Preliminary Objections, upon the following below- named party by depositing same in the U.S. Mail, postage pre-paid, at Camp Hill, Pennsylvania, this 5th day of December, 2001. SERVED UPON: Edward M. Brennan 101 South Centre Street-Suite 2 P.O. Box 930 Pottsville, PA 17901 J"? Q W""V' Frank P. Clark Z-h Mal 0 40 U Frank P. Clark, Esquire CLARK LAW OFFICE 3045 Market Street, 2nd Floor Camp Hill, PA 17011 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION, LAW CARL R. McALOOSE : No. S-1275-01 Plaintiff, Vs. JURY TRIAL DEMANDED GENERATIONS MANAGEMENT SERVICES, INC., Defendant. AND NOW, this _ day of ORDER 2001, on Preliminary Objections of Defendant Generations Management Services, LLC, said Preliminary Objections are GRANTED. The Complaint is dismissed. Frank P. Clark, Esquire CLARK LAW OFFICE 3045 Market Street, 2nd Floor Camp Hill, PA 17011 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION, LAW CARL R. McALOOSE Plaintiff, VS. GENERATIONS MANAGEMENT SERVICES, INC., No. S-1275-01 t_ Co Ct, JURY TRIAL DEMANDED s -t; Defendant. PRELIMINARY OBJECTIONS Now comes Generations Management Services, LLC ("Generations"), misidentified in the caption as Generations Management Services, Inc., by and through its counsel, Clark Law Office, who respectfully requests Oral Argument of this Motion pursuant to Sch.R.C.P. 206A(f), and who moves to dismiss the Complaint in the above- captioned mater and avers in support thereof as follows: A. Preliminary Objection in the Nature of a Demurrer 1. Plaintiff's Complaint alleges a cause of action against Generations for an alleged "refusal to acknowledge" ownership interest. 2. Plaintiff purports to allege a vested ownership interest based on letter allegedly from Generations CEO. 3. Plaintiff fails to establish that the claim of alleged ownership is supported by consideration. 4. Plaintiff fails to establish that it claim is based on a contract. 5. Plaintiff's complaint must therefore be dismissed. WHEREFORE, Generations Management Services, LLC respectfully requests this Honorable court to dismiss the Complaint, and provide such other further relief as may be just. B. Prelimina Objection in the Nature of a Demurrer and/or Motion to Strike 6. Generations incorporates Paragraphs 1 through 5 herein as if set forth in full. 7. Plaintiff includes in his Prayer for Relief the appointment of a receiver and an accounting. 8. Plaintiff fails to allege grounds for the appointment of a receiver and/or an accounting, and the same should be dismissed and/or stricken. WHEREFORE, Generations Management Services, LLC respectfully requests this Honorable Court to dismiss the Complaint, or alternatively strike the Prayer for Relief insofar as it requests appointment of a receiver and/or an accounting, and provide such other further relief as may be just. C. Preliminary Objection in the Nature of an Objection to Venue and/or Failure to Comply with Rules of Court 9. Generations incorporates Paragraphs 1 through 8 herein as if set forth in full. 10. Plaintiff's Complaint alleges that Generations' principal place of business is in Cumberland County, Pennsylvania. 11. Plaintiffs Complaint fails to establish that Schuylkill County is a county where: a. Generations has a registered office or principal place of business; b. Generations regularly conducts business; c. The cause of action arose; or d. A transaction or occurrence took place out of which the cause of action arose. 12. Schuylkill County is the improper venue for Plaintiff's Complaint. WHEREFORE, Generations Management Services, LLC respectfully requests this Honorable Court to dismiss the Complaint, or alternatively to transfer the Complaint to the Court of Common Pleas of Cumberland County and assess costs of the same on Plaintiff. Respectfully submitted, CLARK LAW OFFICE C. ?? Dated: December 5 2001 By: Frank P. Clark Attorney I.D. No. 35443 3045 Market Street, 2nd Floor Camp Hill, PA 17011 (717) 731-8600 Attorney for Defendant CERTIFICATE OF SERVICE I, Frank P. Clark, Esquire, do hereby certify that I served a true and correct copy of the foregoing Preliminary Objections, upon the following below-named party by depositing same in the U.S. Mail, postage pre-paid, at Camp Hill, Pennsylvania, this 5th day of December, 2001. SERVED UPON: Edward M. Brennan 101 South Centre Street-Suite 2 P.O. Box 930 Pottsville, PA 17901 Q CP..Q. Frank P. Clark EDWARD M. BRENNAN, ESQUIRE Attomey-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff No. S-1275-01 VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED NOTICE c 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Pennsylvania Bar Association Lawyer Referral Service 100 South Street P.O. Box 166 Harrisburg, PA 17108 1-800-692-7375 EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 101 South Centre Street - Suite 2 P.O. Box 930 Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF SCHUYLKILL COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, No. S-1275-01 Plaintiff. VS. GENERATIONS MANAGEMENT ° SERVICES, INC., Defendant JURY TRIAL DEMANDED COMPLAINT The Plaintiff, Carl R. McAloose, by and through his attorney, Edward M. Brennan, Esquire, seeks to recover from the Defendant a sum in excess of Twenty-Five Thousand ($25,000.00) Dollars upon a cause of action wherein the following is a statement: 1. Plaintiff, Carl R. McAloose, is an adult individual residing at 1050 Willow Drive, Orwigsburg, Schuylkill County, Pennsylvania 17961. 2. Defendant, Generations Management Services, Inc., is a limited liability company organized under the laws of the Commonwealth of Pennsylvania with its principal place of business at 600 Wilson Lane, Mechanicsburg, Cumberland County, Pennsylvania 17055. 3. Plaintiff was co-founder of Generations Management Services, Inc. and was held out as such on the corporate website. A copy of same is attached hereto as Exhibit "A". 4. Plaintiff began working for Defendant as Senior Vice-President of Operations on February 1, 2000. 5. On or about April 28, 2000, Plaintiff was vested with 75,000 units or shares of "Employee Stock". Attached as Exhibit "B" is a true and correct copy of a letter from the President and CEO of Defendant to its corporate counsel indicating that Plaintiff should receive the 75,000 shares. 6. It is believed and averred that Defendant offered specialized management and consulting to assisted living facilities, Alzheimer's cases, independent living and other aspects of senior living. 7. By letter dated January 16, 2001, addressed to Doug Brewer, CEO of Generations Management Services, Inc., Plaintiff submitted his letter of resignation. 8. Following Plaintiff's resignation, Defendant refused to acknowledge that Plaintiff acquired 75,000 shares of the corporation pursuant to the letter dated April 28, 2000. 9. Defendant's refusal to honor the Plaintiff's ownership of 75,000 shares is without cause and in violation of Plaintiff's agreement with the corporation as reflected in Exhibit "B". 10. Plaintiff believes and therefore avers that Defendant corporation is in the process of negotiating a buyout or merger without protecting Plaintiff's minority shareholder rights. 11. Defendant's refusal to acknowledge Plaintiff's ownership interest or to purchase same is an attempt to suppress Plaintiff's minority shareholder rights. WHEREFORE, Plaintiff respectfully requests this Honorable Court to enter judgment in his favor and against Defendant in an amount of money in excess of Twenty-five Thousand 2 ($25,000.00) Dollars, together with costs and interest thereon; Plaintiff further requests this Honorable Court to appoint a receiver so that an accounting may be prepared concerning the status of the corporation and Plaintiff's outstanding shares of stock. Date: /// c Respectfully submitted, Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff VERIFICATION I, CARL R. McALOOSE, do hereby certify that the statements made in the foregoing Complaint, are true and correct to the best of my knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S.A. Section 4904, relating to unsworn falsification to authorities. Date: 1111 of .c? CARL R. McAL O Management Bio senior ?Jl mart Douglas L. Brewer Doug Brewer is a co-founder of Generations Management Services and serves as President and Chief Executive Officer. He has spent the last 20 years dividing his time equally between healthcare and hospitality. Most recently, Doug served as senior vice president and officer of Balanced Care Corporation, a public company with annual revenues exceeding $100 million from its operation of more than 100 Assisted Living, Independent Living and Skilled Nursing Facilities throughout the country. Doug was responsible for all ancillary departments including nursing, Alzheimer's programming, dietary, environmental, purchasing, residential services and staff training. Prior to Balanced Care, Doug was with Continental Medical Systems, Inc. (CMS) a national provider of medical rehabilitation services with annual revenues exceeding $1 billion. As a senior vice president, he was instrumental in the development of more than 25 physical rehabilitation hospitals and was directly responsible for the successful development of the company's unit management group, Select Rehab. Prior to CMS, Doug had regional operational responsibilities within the hospitality industry, first with Motor Hotel Management and then with Club Corporation of America, an owner/operator of more than 300 country clubs and city clubs nationwide. Doug holds a bachelor's degree in finance from the University of Central Oklahoma and a M.B.A. from Kutztown University. He has served on boards of directors and as board president with non-profit organizations. Carl R. McAloose Carl McAloose is a co-founder of Generations Management Services. He serves as Senior Vice President of Operations for Generations Management Services and is responsible for the start-up and ongoing operational oversight of the company's Independent and Assisted Living contracts. Most recently, Carl served as a regional community director for Balanced Care Corporation where he concentrated in the intense areas of census development, turn around/problem operations and pre-opening. Prior to Balanced Care, he served as director of operations with Manor Care Health Services, where he was responsible for the operations and financial performance of eight facilities encompassing more than 1,400 beds and annual revenues in excess of $80 million. Carl has also served as executive director of Bethany Village, a large 300-bed Continuing Care Retirement Community (CCRC), where he was responsible for all aspects of operations and financial performance. Carl has extensive experience in the areas of JCAHO Certification, State Licensure and Survey. Prior to joining the healthcare industry, Carl served as a Commissioned Officer with the United States Army Reserve as a Communications-Electronics Officer, and as Officer-in-Charge/Communicadons Officer with the Central Intelligence Agency at various international locations. He holds a bachelors degree in public policy from Pennsylvania State University and he graduated summa cum laude with a masters degree in health administration from the University of Swanton. Carl is also a licensed nursing home administrator and a past member of the Pennsylvania Health Care Association's Board of Directors (1996-98). President & CEO dbrewer(a,,gmcrationsms.com Senior Vice President of Operations wncalc o se ftenerationsms.com William L Sees Bill Seres serves as Vice President of Sales and Marketing for Generations Management Services. In this role, he is responsible for the census development at our managed communities, as well as developing new business opportunities in existing and potential market areas. Prior to joining Generations, Bill was vice president of sales for Balanced Care Corporation. He successfully increased the company's census by a minimum of 110 for eight straight months and developed a sales training program for the organization's directors and managers. Bill's background in healthcare includes accomplishments as director of business development for Manorcare Health Services and division sales manager for Johnson and Johnson. At Manor Care, he directed and managed sales for the Eastern Division, generating more than $340 million in annual sales. At Johnson and Johnson, he led a sales division from the tenth position out of 12, to the numher one sent in the comnanv after only two vears. Rill is a Vietnam Vice President of Sales & Marketing 61) a Page 1 of 3 http://mailhost@generationsms.com/manbio.htm . 1/29/01 April 28, 2000 Steve Adelkoff, Esquire Kirpatrick & Lockhart, LLP HWO Building 535 Smithfield Street Pittsburgh, PA 15222 Re: Anticipated Members of Generations Management Services, LLC ("Generations") Dear Steve: It was a pleasure speaking with you and Dave on Wednesday regarding the blue sky offering proposed by Generations. This letter is intended to outline the Senior Management ownership and distribution policy. In addition I have attached the most recent summary of Membership Units for your review. The units proposed below would be allocated from the 170,000 units listed on the attached form under "Employee Stock". The only modification to the summary that we currently anticipate is the potential KPMG equity participation, which, I would like to discuss further with you. Total Employee ownership units ..................... 170,000 units Carl McAloose, Senior VP Operations ............... ................... 75,000 Pat Cassel, Director of Clinical Services .................................20,000 Wendy Clark, Office Manager ...................................:...........5,000 Gwen Kissinger, Director of Human Resources ........................ 5,000 Director Of Marketing, TBD ................................................20,000 Roger Breed-Not employed but helped establish company ..............10,000 Total Distributed .................................135,000 Balance undistributed ..........................................................35,000 I would prefer that all employee units vest over an 18-month period, with the exception of Carl McAloose and Roger Breed; in their case all units would vest immediately. I look forward to discussing this with you at your convenience, please let me know if you need additional information. \est regards, I Doug B wer President & CEO cc: Jim Diebold David Carr r, W U d ? W H y. W rt 4 3 F r m Z = O a W F a, r1 W Q ?' XN z v w z 41 z Z ma 0 a o wN ¢ v Ada i- a W 1 0 u ? o H w N ° z w i v, a ° a r. W L W ? a v o^a z v O ° Jm Z) .... W 04 134 :) a Z t e! 0 0 E/3 E o x O c7 c4 a N W Ia 61 F z a a N z v a W i 1 .• n 0 SHERIFF'S RETURN - REGULAR CASE NO: 2001-00443 - I COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND MCALOOSE CARL M VS GENERATIONS MANAGEMENT SVCS BRYAN WARD Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon GENERATIONS MANAGEMENT SERVICES LLC the DEFENDANT , at 0015:17 HOURS, on the 27th day of June , 2001 at 600 WILSON LANE MECHANICSBURG, PA 17055 by handing to GWEN KISSINGER (DIRECTOR OF HUMAN RESOURCES) a true and attested copy of WRIT OF SUMMONS together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 7.44 Affidavit 2.50 Surcharge .00 .00 27.94 So Answers: R. Thomas Kline 06/28/2001 EDWARD M. BRENNEN Sworn and Subscribed to before me this A(V? day of • 1 ?,? ?. '200 1 A.D. NOTARIA EA -^ 1 Carlisle BoRt'ond County My Commission Expires April 4, 2005 By : Gam/ Deputy Sheriff SCHUYLKILL COUNTY SHERIFF'S DEPARTMENT Schuylkill County Court House 401 N. 2nd Street Pottsville, PA 17901 Telephone 570-628-1440 Fax 570-628-1014 ------------------------------------------------------------------------------------------------------------------------ SHERIFF SERVICE PROCESS RECEIPT AND AFFIDAVIT OF RETURN EXPIRATION DATE: 07/21/2001 ___-_ -______ ______ ______ _-_______ TYPE OF SERVICE SERVICE ID COURT NUMBER SUMMONS IN CIVIL ACTION 28343 S-1275-2001 ________________________ ______-_ _________ PLAINTIFFS DEFENDANTS CARL M MCALOOSE GENERATION'S MANAGEMENT SERVICES LLC PERSON TO SERVE ---> GENERATION'S MANAGEMENT SERVICES LLC 600 WILSON LANE MECHANICSBURG PA 17055 -------- - ---- - _ ---------- ------ -- --------------- Now, June 22, 2001, I, SHERIFF OF SCHUYLKILL COUNTY, PA do hereby deputize the Sheriff of CUMBERLAND County, to execute this writ and make return thereof according to the law. This deputation being made at the request of the Plaintiff. Sheriff of Schuylkil County ------------------------------------------------------------------------------------------------------------------------ SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE: I NOTE ONLY APPLICABLE ON WRIT OF EXECUTION: -------------------- ATTORNEY INFORMATION EDWARD M. BRENNAN, ESQ. 101 SOUTH CENTER STREET STE 2 P O BOX 930 POTTSVILLE PA 17901 570-628-2461 CHECK # 3144 $ 100.00 _____________________ __-______ __ __ _ SHERIFF'S SERVICI Served and made known to on the at at County of day of Commonwealth of Pennsylvania, in the manner described below: _ Defendant(s) personally served _ Adult family member with whom said Defendant(s) reside(s). Relationship is _ Adult in charge of Defendant's Residence. _ Manager/Clerk of place of lodging in which Defendant(s) reside(s). _ Agent or person in charge of Defendant's office or usual place of business Other On the day of Defendant not found because: Moved Unknown No Answer Vacant Other Remarks: Returned: at Defendant(s) o'clock, AM/PM, o'clock, AM/PM. ----------------------------------- - ---- - -- - ----------- ------- ------`--- Affirmed and subscribed to before me this SO ANSWERS, Signature of Deputy Sheriff Date day of N.B. WAIVER OF WATCHMEN: Any deputy sheriff levying upon or attaching any property under within writ may leave same without a watchman, in custody of whomever is found in possession after notifying person of levy or attachment, without liability on the part of such deputy or the sheriff to any plaintiff herein for any loss, destruction or removal of any such property before sheriff's sale thereof. : AND RETURN Signature of Sheriff Date Notary Public MY COMMISSION EXPIRES: ------------ ----------------------------------------------------------------------------------------------------------- Tue Jul 3, 2001 01:13PM SHERIFF'S DEPARTMENT OF SCHUYLKILL COUNTY SCHUYLKILL COUNTY COURT HOUSE POTTSVILLE, PENNSYLVANIA 17901 (570) 622-5570 ** A F F I D A V I T O F R E T U R N * PLAINTIFF: MCALOOSE,CARL M V S DEFENDANT: GENERATION'S MANAGEMENT SERVICES LLC PAGE: 1 COURT NUMBER 5-1275-2001 FILED BY BRENNAN,EDWARD M TYPE OF PAPER SUMMONS IN CIVIL ACTION SERVING NUMBER 25343 ATTORNEY: BRENNAN,EDWARD M PRO FILE DATE 06/21/2001 EXPIRATION 07/21/2001 101 SOUTH CENTER STREET STE 2 SHF RECEIVED 06/21/2001 P 0 BOX 930 DEP RETURNED 07/03/2001 POTTSVILLE, PA 17901 ----------------------------------------------------------------------------------------------------------------------------------- (P E O P L E T O B E S E R V E D) NAME ADDRESS 1 ADDRESS 2 CITY ST ZIP DEPUTY -------------------- -------------------- -------------------- -------------------- -- ----- ------------------ Service for GENERATION'S MANAGEM 600 WILSON LANE MECHANICSBURG PA 17055 COUNTY, O (A T T E M P T S A T S E R V I C E) SEQ DATE TIME SERVED TO ADDRESS 1 ADDRESS 2 CITY ST ZIP MILES COST --- ---------- ----- -------------------- -------------------- --------------- --------------- -- ----- ----- ------------ 1 06/27/2001 15:17 GWEN KISSINGER 600 WILSON LANE MECHANICSBURG PA 17055 0.00 * REMARKS SERVICE MADE BY DEPUTY FROM OUT OF COUNTY * REMARKS DEFT WAS SERVED BY CUMBERLAND COUNTY * REMARKS SHERIFFS DEPT. ------------ Total 0.00 Total Mileage Charge for all Services : 0.00 Tue Jul 3, 2001 01:13PM SHERIFF'S DEPARTMENT OF SCHUYLKILL COUNTY SCHUYLKILL COUNTY COURT HOUSE POTTSVILLE, PENNSYLVANIA 17901 (570) 622-5570 ** A F F I D A V I T O F R E T U R N * PAGE: 2 I hereby CERTIFY and RETURN that service was made by handing a TRUE and ATTESTED COPY to GWEN KISSINGER (DIRECTOR OF HUMAN RE) ON 600 WILSON LANE 06/27/2001 MECHANICSBURG PA at 15:17 SWORN and subscribed before me this ? 50 ANSWERS day of (Froth ary) (Deputy Sheriff) (Sheriff of Schuylkill County) End - of - Return (5-1275-2001) Tue Jul 3, 2001 01:13PM SHERIFF'S DEPARTMENT OF SCHUYLKILL COUNTY SCHUYLKILL COUNTY COURT HOUSE POTTSVILLE, PENNSYLVANIA 17901 (570) 622-5570 . * A F F I D A V I T O F R E T U R N S E R V I C E R E T U R N C O M M E N T S 1. SENT TO CUMBERLAND COUNTY 100.00 CHECK 2. NO 3144 C O S T S I N F O R M A T I O N PAGE: 3 DESCRIPTION PAYMENTS ------------- CHARGES --------------- -- BALANCE ---------- --- ---------------------------- ADVANCE COSTS - SERVICE -- -- 140.00 140 .00 R D & R 9.00 131 .00 SERVICE 9.00 122 .00 ADD SERVICE 0.00 122 .00 ATTESTING 4.00 118 .00 STATE SURCHARGE 10.00 108 .00 REFUND 108.00 0 .00 Advance Payment 140 .00 Cost of Service 32 .00 Refund Paid 108 .00 --------------------------------------------- ----------------------- End - of - Return ------------------------------- (5-1275-2001) ---------- ---------------------- SCHUYLKILL COUNTY SHERIFF'S DEPARTMENT Schuylkill County Court House 401 N. 2nd Street Pottsville, PA 17901 Telephone 570-628-1440 Fax 570-628-1014 ------------------------------------------------------------------------------------------------------------------------ SHERIFF SERVICE PROCESS RECEIPT AND AFFIDAVIT OF RETURN EXPIRATION DATE: 07/21/2001 _________________________ _______ -_______ TYPE OF SERVICE SERVICE ID COURT NUMBER SUMMONS IN CIVIL ACTION 28343 5-1275-2001 --------------------------- _______----------_-____ __ PLAINTIFFS DEFENDANTS CARL M MCALOOSE GENERATION'S MANAGEMENT SERVICES LLC PERSON TO SERVE ---> GENERATION'S MANAGEMENT SERVICES LLC 600 WILSON LANE MECHANICSBURG PA 17055 --- ------- -------- --------- ----------------- - ----------------- - --- Now, June 22, 2001, I, SHERIFF OF SCHUYLKILL COUNTY, PA do hereby deputize the Sheriff of CUMBERLAND County, to execute this writ and make return thereof according to the law. This deputation being made at the request of the Plaintiff. Sheriff of Schuylkil County ------------------------------------------------ ---------------- ---------------------------- SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE: I NOTE ONLY APPLICABLE ON WRIT OF EXECUTION: -------------------- ATTORNEY INFORMATION EDWARD M. BRENNAN, ESQ. 101 SOUTH CENTER STREET STE 2 P 0 BOX 930 POTTSVILLE PA 17901 570-628-2461 CHECK # 3144 $ 100.00 Served and made known to on the at N.B. WAIVER OF WATCHMEN: Any deputy sheriff levying upon or attaching any property under within writ may leave same without a watchman, in custody of whomever is found in possession after notifying person of levy or attachment, without liability on the part of such deputy or the sheriff to any plaintiff herein for any loss, destruction or removal of any such property before sheriff's sale thereof. ------------------------------------------------------------------------------------------ SHERIFF'S SERVICE AND RETURN day of at County of Commonwealth of Pennsylvania, in the manner described below: _ Defendant(s) personally served _ Adult family member with whom said Defendant(s) reside(s). Relationship is _ Adult in charge of Defendant's Residence. _ Manager/Clerk of place of lodging in which Defendant(s) reside(s). _ Agent or person in charge of Defendant's office or usual place of business Other On the day of at Defendant not found because: Moved Unknown No Answer Vacant Other Remarks: Returned Defendant(s) o'clock, AM/PM, o'clock, AM/PM. ------------------------------------------------------------------------------------------------------------------------ Affirmed and subscribed to before me this SO ANSWERS, Signature of Deputy Sheriff Date day of Notary MY COMMISSION EXPIRES: Signature of Sheriff Date STATE OF PENNSYLVANIA CARL M. MCALOOSE, ................................................................... Plaintiff VS. GENERATION'S MANAGEMENT SERVICESi, ................................................................... LLC. Defendant ................................................................... . IN THE Tourf of (g ammatt ptetts of SCHUYLKILL COUNTY OF .......................................... Term, ,........ No.5-7J); .,5.-()1 PRAECIPE FOR SUMMONS :w ISSUE .a..U i.t..af .............. Summons in =mxw6wmwfc _a..c_ixa ._..-------•---.--•--........ t, To the Prothonotary of said County. li?`?I A'r ............../ 11....... ..... i.!?G''?t!1M1......... Plaintiff's Attorney. c 1 ti f t7! C rr]?_ iI? I ta: IZ wnf 'v a a z :x ra : r ? •H r Cl) :o rey a ° ; v , :z N :by r rn :x w m : C r• CD :r :r :n -q A ?s 3 COMMONWRALTN Or PEMMLVANiA OOUNTT Of SCHtnIMLL CARL M. MCALOOSE, Plaintiff Ta. GENERATION'S MANAGEMENT SERVICES, LLC TO.'GeneraVi-on.:.s..Management Services,LLC 600 Wilson Lane Mechanicsburg, PA 17055 You an eoefied dam Carl M. McAl.oose haacammeomda vdiYi4l -a. civil action. against rhkh you ate required w defend or a default judgment may be marred seams you. Dam ? E V? V w: w: N o e: P4 H; tC U' r-. t • n V a a v U y H v v ?. Z c ca m ca : 4' v A. o y: co H y C ? A C? STATE OF PENNSYLVANIA CARL M. MCALOOSE, ............................................. IN THE Plaintiff ........... (nuixrf of Tnmmnrt jjiPtts ................................................................... of vs. SCHUYLKILL COUNTY GENERATION'S MANAGEMENT SER VICES, , .............................................ICE OF .......................... Term LLC.................................................................... Defendant No............. ........... ........................................................ . PRAECIPE FOR SUMMONS ISSUE .a..Flrit..nf .............. Summons innc?eot=ef?.a..cixxz..apt.i-on_.............................. To the Prothonotary of said County. Plaintiffs Attorney. rv N w xa O (i Z > Gam, 0. F?. 9 w D ?? n g r s 5 r'C : y • H fi r . r. : cn ''f > ° c n y H ; C :H C7. a lb : n M c* :j cn rr ?" ~ tO t D :r :r :n COMMORW IALTH Of FDIMLVANIA COUNIY OF SCHUYLKIU CARL M. McAL00SE, Plaintiff K GENERATION'S MANAGEMENT SERVICES, LLC TO --G-enerat'ibn'•.s -Management Services, LLC 600 Wilson Lane Mechanicsburg, PA 17055 You m tto&AW doe Carl M. McAloose bncOmm"ccdpxydjff",...a. civil action. sputa which you ae mquind w dehetd, or • &hult OmIpnnt m.y be eumW hint Im owls prrhm'ft" a a U) v U y W L . v: w w: N' : V: 0. ° 4J v to. ? . z O U C : u ? co CO C' Wf o u . O H ; CO 4J tv U ? N Z ?. O ? c w 1 ? •• C O W C7 K m , (D 3'.) -T9 Ptl 77 I C'r E t r ? IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CARL R. McALOOSE, Plaintiff CIVIL ACTION V. GENERATIONS MANAGEMENT SERVICES, INC., Defendant t, /y NO.2002- MOTION TO WITHDRAW AS COUNSEL NOW COMES, Frank P. Clark, of the Clark Law Office, who moves this Court to withdraw as counsel for Defendant in the above-captioned matter and avers as follows: 1. The undersigned entered his appearance in the above-captioned matter when the matter was initially filed in Schuylkill County. 2. When the undersigned entered his appearance, the assets of Defendant, a Pennsylvania limited liability company (the "Pennsylvania LLC"), had been sold to a Delaware limited liability company (the "Delaware LLC"). 3. At the time the undersigned entered his appearance, the client's decision-making was conducted by two persons employed by the Delaware LLC, one of whom also was formerly employed by the Pennsylvania LLC. 4. Upon entering an appearance, the undersigned contested venue in Schuylkill County, and as a result Plaintiff transferred the matter to Cumberland County in or about January 2002. 5. After the matter was transferred to Cumberland County, the client directed the undersigned to take no substantive action in the case. 6. The decision-maker formerly employed by the Pennsylvania LLC has since left the employ of the client, and has not been located, despite the undersigned's efforts. 7. The other decision-maker remains employed by the client but has instructed the undersigned to take no action in this matter on the basis that the sole liability of the defendant is owed by the Pennsylvania LLC; the client has elected not to follow the undersigned's recommendation that a defense be entered and has discontinued fulfilling financial responsibilities to the undersigned. 8. Plaintiff advised the undersigned of its intent to praecipe the Court for default judgment. 9. The undersigned instructed the client of the notice of intent to file for default and of the risks and consequences of a default judgment. 10. Rule 1.16 of the Rules of Professional Conduct, in part, permit a lawyer to withdraw from a matter when: (3) the client insists upon pursuing an objective that the lawyer considers repugnant or imprudent; (4) the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer's services and has been given reasonable warning that the lawyer will withdraw unless the obligation is fulfilled; (5) the representation will result in an unreasonable financial burden on the lawyer or has been rendered unreasonably difficult by the client..." 11. The undersigned submits that the factors described in paragraph 10 above are satisfied and warrant the undersigned's withdrawal. 12. The undersigned advised the client of his intent to withdraw as counsel and can represent to the Court that the client does not object to withdrawal. 2 13. The undersigned sought concurrence from Plaintiff's counsel, Edward M. Brennan, as to this Motion to Withdraw as counsel, and can represent to the Court that Plaintiff has no opinion as to withdrawal. WHEREFORE, Frank P. Clark requests this Honorable Court enter an order granting his withdrawal from the above-captioned matter. Dated: December 27, 2004 Respectfully submitted, CLARK LAW OFFICE By: Frank P. Clark Attorney I.D. PA #35443 P.O. Box 1254 Camp Hill, PA 17001-1254 (717) 731-8600 (717) 731-4764 (fax) clarklaw@verizon.net Attorney for Plaintiff(s) 3 CERTIFICATE OF SERVICE I, FRANK P. CLARK, do hereby certify that I served a true and correct copy of the foregoing Motion to Withdraw upon the following below-named party by depositing same in the U.S. Mail, postage pre-paid, at Camp Hill, Pennsylvania, this 27th day of December 2004, SERVED UPON: Edward M. Brennan 306 Mahantongo Street Pottsville, PA 17901 [Counsel for Plaintiff] Alan Litt Generations Management Services, L.L.C. 405 Cedar Lane Teaneck NJ 07666 [Client contact person for Defendant] Frank P. Clark {`ti h,J ' l f ,.d, "'? t r `.? r A -.? ^, ? ?' . r" "t ? ;'"? f ?'??Y 'C EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 306 Mahantongo Street Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF CUMBLRAND COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, No. 2002-614 Plaintiff VS. GENERATIONS MANAGEMENT SERVICES, INC., Defendant PLAINTIFF'S ANSWER TO MOTION TO WITHDRAW AS COUNSEL FILED BY FRANK P. CLARK. ESQUIRE Admitted. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of this averment and therefore the same is denied and strict proof is demanded at the time of hearing or trial. 3. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of this averment and therefore the same is denied and strict proof is demanded at the time of hearing or trial. Admitted. 5. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of this averment and therefore the same is denied and strict proof is demanded at the time of hearing or trial. 6. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of this averment and therefore the same is denied and strict proof is demanded at the time of hearing or trial. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of this averment and therefore the same is denied and strict proof is demanded at the time of hearing or trial. 8. Admitted. 9. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of this averment and therefore the same is denied and strict proof is demanded at the time of hearing or trial. 10. Admitted. 11. Admitted. 12. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of this averment and therefore the same is denied and strict proof is demanded at the time of hearing or trial. 13. Admitted. Date: ' Ig k) Respectfully submitted, G?j/ 4W" " ? Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff 2 EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 306 Mahantongo Street Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF CUMBLRAND COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, No. 2002-614 Plaintiff vs. GENERATIONS MANAGEMENT SERVICES, INC., Defendant CERTIFICATE OF SERVICE AND NOW, this day of _ j,' ' ? 2005, I, Edward M. Brennan, Esquire, do hereby certify that I served a true and correct copy of the foregoing Plaintiff's Answer to Motion to Withdraw as Counsel Filed by Frank P. Clark, Esquire, by depositing the same in the United States Mail, postage prepaid, in the Post Office at Pottsville, Pennsylvania, addressed to the following: Frank P. Clark, Esquire 3045 Market Street, 2"d Floor P.O. Box 1254 Camp Hill, PA 17001 A??? Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff ? ' ?.. "> L?? ,__! ,. L., . You are hereby notified to file a written response to the enclosed Answer with New Matter within twenty (20) days from service hereof or a judgment may be entered against you. Attorney for Defendant, Generations Management Services, LLC Latsha Davis Yohe & Mckenna, P.C. By: Douglas C. Yohe, Esq. Attorney ID # 42982 By: Angela L. Thomas, Esq. Attorney I.D. No. 67810 P.O. Box 825 Harrisburg, PA 17108-0825 (717) 761-1880 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CARL R. McALOOSE, Plaintiff CIVIL ACTION V. No. 2002-614 GENERATIONS MANAGEMENT SERVICES, INC., Defendant DEFENDANT'S ANSWER TO AMENDED COMPLAINT WITH NEW MATTER AND NOW, comes Defendant, Generations Management Services, LLC (misidentified in the caption as Generations Management Services, Inc.), by and 96616 through its attorneys, Latsha Davis Yohe & McKenna, P.C., to file this Answer with New Matter to the Amended Complaint and in support thereof, avers as follows: 1. Admitted in part; denied in part. It is admitted that Plaintiff is an adult individual. After reasonable investigation, Defendant is without sufficient information or belief to admit or deny the current residence of Plaintiff. 2. Denied as stated. Defendant, Generations Management Services, LLC is a limited liability company organized under the laws of Pennsylvania. Defendant has been misidentified as Generations Management Services, Inc. Defendant has no principal place of business in Pennsylvania. 3. Denied as stated. Defendant is uncertain what Plaintiff means by "cofounder" and, therefore, cannot admit or deny this averment and strict proof of same is demanded. By way of further response, Defendant avers that Plaintiff was an officer of Defendant, Generations Management Services, LLC. Finally, Defendant cannot verify that what Plaintiff attached to the Complaint as Exhibit "A" is a written printout of a website and strict proof of same is demanded. 4. Admitted in part; denied in part. It is admitted that Plaintiff worked as Senior Vice President of Operations for Defendant. After reasonable investigation, Defendant is without sufficient information or belief to admit or deny when Plaintiff began working as Senior Vice President of Operations and strict proof of same is demanded. 5. Denied. It is specifically denied that Plaintiff ever owned and/or acquired any shares of stock of Defendant; shares of stock are not issued for a limited liability 96616 2 company. It is further denied that Plaintiff owned and/or acquired shares of stock as alleged in the remainder of the Amended Complaint. 6. Denied. It is specifically denied that on or about April 28, 2000 or at any other time, Plaintiff was vested with any shares of "employee stock;" shares of stock are not issued for limited liability companies. It is further denied that on or about April 28, 2000 or at any other time, Plaintiff was vested with 75,000 units of ownership in Defendant. Defendant further denies that the letter to which Plaintiff refers, granted any ownership units of Defendant to Plaintiff. 7. Admitted. 8. Admitted in part; denied in part. It is admitted that Plaintiff resigned by submitting a letter of resignation to Doug Brewer, President of Defendant. After reasonable investigation, Defendant is without sufficient information or belief to admit or deny the date of the letter and strict proof of same is demanded. 9. Admitted. By way of further response, Defendant specifically denies that Plaintiff acquired 75,000 shares of Defendant pursuant to a letter dated April 28, 2000. 10. Denied. Initially, Defendant avers that it does not know what Plaintiff means by "without cause." By way of further response, Defendant denied that it ever had any agreement with Plaintiff to grant Plaintiff 75,000 units of ownership in Defendant or that the document attached as Exhibit B to the Complaint reflects such an agreement. 11. Denied. Defendant initially notes that Plaintiff does not identify to which buyout or merger he is referring in Paragraph 11 of the Amended Complaint. To the 96616 extent that Plaintiff is referring to acquisition of Defendant by a Delaware limited liability company, Defendant specifically denies that it did not protect Defendant's minority shareholders rights in the acquisition. 12. Denied. It is specifically denied that Douglas Brewer was a similarly situated shareholder to Plaintiff. It is further denied that he received the following value for his units of ownership in Defendant: a bonus of $40,000 to be paid one-third at closing, one-third at thirty days after closing, and one-third at sixty days after closing. 13. Denied as a conclusion of law. The averments contained in Paragraph 13 of the Amended Complaint constitute conclusions of law, which require no responsive pleading. By way of further response, Defendant avers that it did not suppress Plaintiff's minority member rights or violate any fiduciary duty that it may have owed to its members. NEW MATTER 14. Paragraphs 1 through 13 above are incorporated herein by reference. 15. The letter attached as Exhibit B to the Complaint did not reflect any agreement between the Plaintiff and Defendant regarding the issuance of ownership units of Defendant. 16. The letter attached as Exhibit B to the Complaint merely reflected a proposal of how ownership units might be granted to certain persons, but it did not reflect any actual, ultimate grant. 17. On November 28, 2001, Defendant sold its assets to a Delaware limited liability company. 96616 18. The sale was approved by all members of Defendant, except Plaintiff. 19. The sale benefited all members of Defendant. 20. The sale did not benefit any member, who was similarly situated to Plaintiff, more than Plaintiff. 21. Douglas Brewer received a bonus pursuant to an employment agreement that he entered with Delaware limited liability company, following its acquisition of the assets of Defendant. 22. Douglas Brewer and Plaintiff were not similarly situated members of Defendant. 23. Douglas Brewer was an active employee of Defendant at the time that the Delaware limited liability company purchased the assets of Defendant. 24. Defendant did not breach any fiduciary duty that it owed to Plaintiff. WHEREFORE, Defendant, Generations Management Services, LLC, respectfully requests this Honorable Court to find in its favor and against Plaintiff and award it attorneys' fees and costs, and such other relief as the Court may deem appropriate. 96616 5 Respectfully submitted, Dated: >! ??,? 5 LATSHA DAVIS YOHE & McKENNA, P.C. By: Douglas C. Yohe Attorney I.D. No. 42982 Angela L. Thomas Attorney 1. D. No. 67810 P.O. Box 825 Harrisburg, PA 17108-0825 (717) 761-1880 96616 SMC..MRRKETING ID:915-577-1439 FEB 28'05 14:19 No.002 P.02 02/25/2005 17:57 FAX 7177612266 LATSKA DAMS YOEE&MCKENN WI014 VERMCATION The undersigned states that the facts set forth in the Defendant's Answer with New Matter, are true to the best of his knowledge, information, and belief, and that this Verification is being made subject to 1$ Pa, CS. 94904 relating to unworn falsification to authorities. Douglas newer, President Generations Management Services, LLC Date: ? -2- . 96616 2 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CARL R. McALOOSE, Plaintiff V. CIVIL ACTION No. 2002-614 GENERATIONS MANAGEMENT SERVICES, INC., Defendant CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Answer to Complaint was served by first-class United States mail, postage prepaid, upon the following: Edward M. Brennan, Esq. 306 Mahantongo Street Pottsville, PA 17901 [Counsel for Plaintiff] Dated: "f C. S Angela L. Thomas 96616 ' , , _ r ,,, ? ? ? ??? ; , , ?? ;; ' ?;-: 032005 10:27 FAX 7177612286 LATSHA DAVIS YOHE&HCRENN IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CARL R. McALOOSE, v. Plaintiff GENERATIONS MANAGEMENT SERVICES, INC., Defendant CIVIL ACTION No. 2002-614 PRAECIPE TO WITHDRAW AND ENTER APPEARANCE Q002 Please withdraw the appearance of the undersigned as attorney for Defendant, Generations Management Services, LLC (misidentified in the caption as Generations Management, Inc.), in the above-captioned matter. Respectfully submitted, CLARK LAW OFFICE Dated: By: ?l Frank P. Clark Attorney I.D. PA #35443 P. O. Box 1254 Camp Hill, PA 17001-1254 (717) 731-8600 Please enter the appearance of the undersigned as attorney for Defendant, Generations Management Services, LLC (misidentified in the caption as Generations Management, Inc.), in the above-captioned matter. Dated: Respectfully submitted, LATSHA DAVIS YO cKENNA, P.C. By: >t e ?t i 17 ( (W Douglas C. Yohe Attorney I.D. No. 42982 Angela L. Thomas Attorney 1. D. No. 67810 P.O. Box 825 Harrisburg, PA 17108-0825 (717) 761-1880 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CARL R. McALOOSE, Plaintiff V. CIVIL ACTION No. 2002-614 GENERATIONS MANAGEMENT SERVICES, INC., Defendant : CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Praecipe to Withdraw and Enter Appearance was served by first-class United States mail, postage prepaid, upon the following: Edward M. Brennan, Esq. 306 Mahantongo Street Pottsville, PA 17901 [Counsel for Plaintiff] Dated 1) (,l S'" Angela L. Thomas 96607 h] a J ?r 1: . a ^'. t i ? . f •. (t r ??? EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 306 Mahantongo Street Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff : No. 2002-614 vs. GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED PLAINTIFF'S REPLY TO DEFENDANT'S NEW MATTER AND NOW COMES Plaintiff, Carl R. McAloose, by and through his attorney, Edward M. Brennan, Esquire, and responds to Defendant's New Matter, as follows: 14. Plaintiff reiterates his earlier averments in the Complaint paragraphs 1 through 13 despite any denials contained in Defendant's answers in paragraphs 1 through 13. 15. It is specifically denied that Exhibit "B" did not reflect any agreement between Plaintiff and Defendant concerning the issuance of ownership units. By way of further answer, the allegations contained in Plaintiffs Complaint are incorporated herein. 16. Denied as stated. It is specifically denied that Exhibit "B" was "merely a proposal". By way of further answer, the allegations contained in Paragraph 16 of Defendant's New Matter set forth conclusions of law to which no responsive pleading is required. To the extent any response is required, the allegations contained therein are specifically denied. IT Admitted. By way of further answer, Plaintiff believes and therefore avers that Defendant DEL-GMS engaged in a de facto merger with PA-GMS. By way of further answer, DEL-GMS continued the business of PA-GMS while slightly changing the name of the company. 18. Denied. By way of further answer, Plaintiff was asked to approve the sale noted herein but refused to do so. 19. Denied as stated. The sale or merger and acquisition as noted herein did not benefit Plaintiff. 20. Denied as stated. Plaintiff's response to paragraph 20 is incorporated by reference as though fully set forth herein. 21. Denied as stated. Plaintiff believes and therefore avers that Douglas Brewer received a bonus as part of the overall scheme to deny Plaintiff his minority interest in the sale and merger of PA-GMS to the Delaware limited liability corporation referred to as DEL-GMS. 22. Denied. By way of further answer, the allegations contained in paragraph 22 are conclusions of law to which no responsive pleading is required. To the extent any response is required, the allegations contained therein are specifically denied. 23. Admitted. 24. The allegations contained in paragraph 24 are conclusions of law to which no responsive pleading is required. To the extent any response is required, the allegations contained therein are specifically denied. 2 WHEREFORE, Plaintiff respectfully requests this Honorable Court to enter judgment in favor of Plaintiff and against Defendant. Respectfully submitted, Date: Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff EDWARD M. BRENNAN, ESOUIRE Attorney-at-Law 306 Mahantongo Street Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff vs. GENERATIONS MANAGEMENT SERVICES, INC., Defendant AND NOW, this No. 2002-614 : JURY TRIAL DEMANDED CERTIFICATE OF SERVICE r day of 2006, I, Edward M. Brennan, Esquire, do hereby certify that I served a true and correct copy of the foregoing Plaintiff s Reply to Defendant's New Matter, by depositing the same in the United States Mail, postage prepaid, in the Post Office at Pottsville, Pennsylvania, addressed to the following: Frank P. Clark, Esquire 3045 Market Street, 2nd Floor P.O. Box 1254 Camp Hill, PA 17001 4 Edwar d P-nn?an,?,q,,;,,. , EAttorney I.D. No. 38770 Attorney for Plaintiff C- 2- N) N) .. , CT, + EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 306 Mahantongo Street Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, Plaintiff : No. 02-0614 vs. GENERATIONS MANAGEMENT SERVICES, INC., Defendant JURY TRIAL DEMANDED STATEMENT OF INTENTION TO PROCEED To the Court: Plaintiff intends to proceed with the above-captioned matter. Date: ! a 1© _ Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff EDWARD M. BRENNAN, ESQUIRE Attorney-at-Law 306 Mahantongo Street Pottsville, PA 17901 (570) 628-2461 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY CIVIL ACTION - LAW CARL R. McALOOSE, No. 02-0614 Plaintiff VS. GENERATIONS MANAGEMENT SERVICES, INC., JURY TRIAL DEMANDED Defendant CERTIFICATE OF SERVICE AND NOW, this ar\d day of '2009, I, Edward M. Brennan, Esquire, do hereby certify that I served a true and correct copy of the foregoing Statement of Intention to Proceed, by depositing the same in the United States Mail, postage prepaid, in the Post Office at Pottsville, Pennsylvania, addressed to the following: Frank P. Clark, Esquire 3045 Market Street, 2"d Floor P.O. Box 1254 Camp Hill, PA 17001 Edward M. Brennan, Esquire Attorney I.D. No. 38770 Attorney for Plaintiff OF THE Fr< . , . 2Qt9 5EP -3 k'I t L P IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CARL R. McALOOSE, Plaintiff V. GENERATIONS MANAGEMENT SERVICES, INC., CIVIL ACTION No. 2002-614 Defendant . PRAECIPE TO WITHDRAW AND ENTER APPEARANCE Please withdraw the appearance of the undersigned as attorney for Defendant, Generations Management Services, LLC (misidentified in the caption as Generations Management, Inc.), in the above-captioned matter. Respectfully submitted, LATSHA, DAVIS, YOH & CKENN?A, PC Dated: By: Angela L. Thomas Attorney I.D. PA #67810 1700 Bent Creek Boulevard, Suite 140 Mechanicsburg, PA 17050 (717) 620-2424 Please enter the appearance of the undersigned as attorney for Defendant, Generations Management Services, LLC (misidentified in the caption as Generations Management, Inc.), in the above-captioned matter. Respectfully submitted, Dated: _ CLARK & KREVSKY, LLC By: d-7? F Ca Frank P. Clark Attorney I.D. #35443 20 Erford Road, Suite 300A Lemoyne, PA 17043 (717) 731-8600 132969 1 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CARL R. McALOOSE, V. Plaintiff GENERATIONS MANAGEMENT SERVICES, INC., Defendant CIVIL ACTION No. 2002-614 CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date a true and correct copy of the foregoing Praecipe to Withdraw and Enter Appearance was served by first-class United States mail, postage prepaid, upon the following: Edward M. Brennan, Esq. 306 Mahantongo Street Pottsville, PA 17901 [Counsel for Plaintiff] Dated: I Frank P. Clark 132969 OF THE PKF-!r,NI0 t`R 2009 SEP --9 Phi 2' 20