HomeMy WebLinkAbout13-0716t
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation
Plaintiff
CRAIG FLASHNER,~GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
Docket N ' -, °-'
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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 the 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 Plaintiff. You may lose money or
property or other rights important to you.
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ONE, GO TO OR TELEPHONE THE OFFICE
SET FORTH BELOW TO FIND OUT WHERE
YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR
ASSOCIATION
32 SOUTH BEDFORD
STREET CARLISLE, PA 17013
1-800-990-9108
717-249-3166
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LLEVE ESTA DEMANDA A UN ABOGADO
INMEDIATAMENTE, SI NO TIENE
ABOGADO O SI NO TIENE EL DINERO
SUFICIENTE DE PAGAR TAL SERVICIO.
VAYA EN PERSONA O LLAME POR
TELEFONO A LA OFICINA CUYA
DIRECCION SE ENCUENTRA ESCRITA
ABAJO PARR AVERIGUAR DONDE SE
PUEDE CONSEGUIR ASISTENCIA
LEGAL.
CUMBERLAND COUNTY BAR
ASSOCIATION
32 SOUTH BEDFORD
STREET CARLISLE, PA 17013
1-800-990-9108
~ I 717-249-3166 ~
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IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
Docket No.:
Civil Action -Law
COMPLAINT
NOW COMES, Plaintiff, Capozzi Adler, P.C. f/k/a Capozzi & Associates, P.C., by its
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation
Plaintiff
v.
CRAIG FLASHNER, GS OPERATOR,
LP d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
attorneys, to seek a money judgment and legal relief necessary to obtain payment for legal services
rendered, invoiced, and presented, but which remain unpaid. In support of the relief requested
herein, Capozzi Adler, P.C. states:
1. Plaintiff, Capozzi Adler, P.C. ("Capozzi"), is a Pennsylvania professional
corporation engaged in the practice of law, with its business address at 1200 Camp Hill Bypass,
Suite 205, Camp Hill, Cumberland County, Pennsylvania 17011.
2. Defendant Craig Flashner ("Defendant Flashner") is an adult individual with a last
known address of 5184 Oxley Place, Westlake Village, California 91362, and is the Managing
Member of the General Partners of Defendants GS Operator, LP, Madison Healthcare, and
Prestige PA Manager, L.P.
3. Defendant GS Operator, LP ("Defendant GS Operator") is a Limited Partnership
with a registered office located at 615 South DuPont Avenue, City of Dover, Delaware 19901
having its principal place of business located at 7800 Bustleton Avenue, Philadelphia, PA 19152.
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4. Defendant Madison Healthcare, LLC ("Defendant Madison Healthcare") is a
limited liability corporation with its principal place of business located at 5318 New Urecht
Avenue, 2"d Floor, Brooklyn, New York 11219.
5. Defendant Pennwood Operator, LP ("Defendant Pennwood Operator") is a limited
partnership with a registered office located at 2625 Towngate Road, Suite 330, Westlake Village,
California 91361 and its principal place of business located at 909 West Street, Pittsburgh,
Allegheny County, Pennsylvania 15221.
6. Defendant Prestige PA Manager, LLC ("Defendant Prestige Manager") is a limited
liability corporation with its principal place of business located at 321 S. Valley Forge Road,
Devon, Chester County, Pennsylvania 19333.
7. Capozzi is engaged in business as a law firm composed of attorneys admitted to the
bar of the Supreme Court of the Commonwealth of Pennsylvania.
The Legal Representation Agreements
8. On or about July 13, 2009, the Managing Member of Defendant GS Operator
entered into a written fee agreement regarding Capozzi's legal representation on behalf of
Defendant GS Operator d/b/a Glendale Uptown Home. A true and correct copy of the Fee
Agreement is attached hereto and incorporated herein as Exhibit "A."
9. On or about January 15, 2010, Defendants Flashner and Madison Healthcare
entered into a written fee agreement regarding Capozzi's legal representation on behalf of
Defendants Flashner and Madison Healthcare. A true and correct copy of the Fee Agreement is
attached hereto and incorporated herein as Exhibit "B".
10. On March 24, 2010, Capozzi advised Defendants Flashner and GS Operator that
Capozzi would continue to represent them regarding various legal issues directly impacting
3
Defendants and Glendale Uptown Home financially. A true and correct copy of the Fee
Agreement is attached hereto and incorporated herein as Exhibit "C".
11. On or about May 4, 2010, Defendants Flashner and GS Operator entered into a
written fee agreement regarding legal services provided to Glendale Uptown Home. A true and
correct copy of the Fee Agreement is attached hereto and incorporated herein as Exhibit "D."
12. On or about August 25, 2010, pursuant to a Confirmation of Change of Control of
GS Operator, L.P. d/b/a Glendale Uptown Home, Defendant Flashner assumed control of GS
Operator, LP d/b/a Glendale Uptown Home as the sole Managing Member. A true and correct
copy of the Change in Control is attached hereto and incorporated herein as Exhibit "E."
13. The terms of the Fee Agreements provide that "this letter will describe the scope of
services to be provided, the basis for determining the fees for those services and our general terms
and conditions for billing."
14. The Fee Agreements also provide "Should the scope of services to be provided be
changed or enlarged beyond those described in this letter, we reserve the right to amend or
supplement this letter and the fees charged for the change or increase in the scope of services."
15. The Fee Agreements also provide that "our firm sends periodic invoices, usually
monthly, detailing services rendered during the last billing period ...."
16. The Fee Agreements also provide that "invoices are due upon receipt and must be
paid within thirty (30) days unless other acceptable arrangements are made in advance. We
reserve the right to charge interest at 1'/2% per month for any invoices not paid within sixty (60)
days of the date of the invoice."
17. The Fee Agreements also provide for attorney's fees and costs of collection as
follows: "should it be necessary for us to take legal action to collect any overdue invoices, you will
also be responsible for any and all costs of collection, including, without limitation, reasonable
4
attorneys fees and expenses."
18. The Fee Agreements also provides for the amount of the retainer that is due and
payable to Capozzi for the legal services rendered in this matter. A true and correct copy of two
of GS Operator, LP.'s checks paid to Capozzi in the amount of $7,500.00 each is attached hereto
and incorporated herein as Exhibit "F." ("Retainer Check").
19. On December 31, 2010, Defendant Prestige Manager entered into an Operations
Transfer Agreement ("OTA") with the previous operator of a licensed nursing facility and
personal care home, known as "Village at Pennwood". A true and correct copy of the OTA is
attached hereto and incorporated herein as Exhibit "G."
20. Pursuant to the OTA, Defendant Prestige Manager assumed control of the
operations of Village at Pennwood as a Co-Manager.
21. Pursuant to Paragraph 2.01 of the OTA, Defendant Pennwood Operator is the
designee of Defendant Prestige Manager, which performed the duties of the Co-Manager.
22. Pursuant to Paragraphs 3.01 and 3.02 of the OTA, Defendants Prestige Manager
and Pennwood Operator assumed the Transferred Assets, Income, and Assets of Village at
Pennwood.
23. On February 17, 2011, Attorney Donald Reavey reached an oral agreement with
Defendant Flashner to continue to pursue the Glendale Uptown Home/ GS Operator 12/31/08
Medicaid Audit Appeal ("Glendale Appeal") and the Village at Pennwood 12/31/08 Medicaid
Audit Appeal ("Pennwood Appeal"). Attorney Reavey expressly asked Defendant Flashner if he
"wanted him to continue with the appeals." At that time, Defendant Flashner agreed to cooperate
with pursuing the appeals to DPW, and he agreed to pay all legal fees associated with the Glendale
and Pennwood Appeals because he knew that his entities would financially benefit from the
Appeals.
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24. As a result of this agreement between Attorney Reavey and Defendant Flashner,
Capozzi transferred responsibility for payment, and Defendant Flashner cooperated fully with
Attorney Reavey to produce the required documentation and information related to the Appeals.
25. Defendant Flashner was aware of the potential financial consequences against
Pennwood and Glendale if he did not authorize the continued pursuit of the Appeals or if he failed
to cooperate with Attorney Reavey to settle the threatened audit adjustments of $2,000,000 for
each facility.
26. Attorney Reavey relied on Defendant Flashner's statements and cooperation as
consent to proceed with the required appeals to ensure Village at Pennwood and Glendale Uptown
Home did not suffer the financial consequences of approximately $2,000,000 each in audit
adjustments by DPW for the next Fiscal Year and beyond.
27. At no time did Defendant Flashner advise Attorney Reavey to terminate the
Appeals or complain about the receipt of monthly Invoices from Capozzi for work related to the
Glendale and Pennwood Appeals.
28. Attorney Reavey successfully pursued the Appeals, which resulted in the reversal
of DPW's Audit Adjustments on March 31, 2011 and financial gain to the facilities since the start
of the new Fiscal Yeaz on July 1, 2011.
29. Capozzi, at the special insistence and requests of Defendants on numerous
occasions during the period of May 2010 through the present, provided legal services to
Defendants regarding numerous labor, administrative, and financial reimbursement issues at the
rates pursuant to terms of the Fee Agreements, and on or about the dates set forth in Capozzi's
business records (the "Account Invoices" or "Client Ledgers").
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30. Defendant Flashner also exchanged numerous email communications with various
attorneys and financial analysis employed by Capozzi related to the legal matters, which evidences
his knowledge of, consent, and requests for legal services.
31. Defendants Prestige Manager and Madison Healthcare acknowledged and
consented to the legal services provided on their behalf by Capozzi in a series of email
communication during August through October 2010. True and correct copies of the emails are
attached hereto and incorporated herein as Exhibit "H."
32. Defendant Prestige Manager acknowledged and implied consent to the legal
services provided by Capozzi by remitting partial payments to Capozzi in July and September
2011. True and correct copies of the checks drafted to "Capozzi & Associates, P.C." are attached
hereto and incorporated herein as Exhibit "I."
33. The specific legal services performed by Capozzi are more fully described in the
Account Invoices and Client Ledgers.
COUNT I -BREACH OF CONTRACT
34. Plaintiff repeats and alleges the prior allegations of this Complaint as if fully set
forth at length.
35. Defendants had a duty under the terms of the various written fee agreements and
oral agreements to remit payment pursuant to each of the monthly Invoices.
36. Each of the subject legal matters performed on Defendants' behalf was billed on an
hourly basis. None of the legal matters were billed on a contingent fee basis.
37. The rates and prices charged as set forth in the Account Invoices are the fair and
reasonable charges for the services rendered, are the customary charges of Capozzi in similar
cases, and are the charges that Defendants agreed to pay for the various legal services itemized
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below.
The Leal Services Performed Under the Legal Representation Agreements.
38. Capozzi provided to Defendants a monthly Invoice for the legal services provided
and fees and costs associated with the Glendale Uptown Home Year 13 Rate Appeal (Matter #
1098-08) in the total principal amount of $4,420.44. A true and correct copy of the Glendale
Uptown Home Year 13 Rate Appeal Invoices and Client Ledger is attached hereto and
incorporated herein as Exhibit "J."
39. Capozzi provided to Defendants a monthly Invoice for the legal services provided
and fees and costs associated with the Village at Pennwood MA Audit Appeal for the Fiscal Year
ending 12/31/07 (Matter #130-10) in the total principal amount of $9,072.44. A true and correct
copy of the Village at Pennwood MA Audit Appeal FYE 12/31/07 Invoices and Client Ledger is
attached hereto and incorporated herein as Exhibit "K."
40. Capozzi provided to Defendants a monthly Invoice for the legal services provided
and fees and costs associated with the Village at Pennwood MA Audit Appeal for the Fiscal Year
ending 12/31 /08 (Matter #405-10) in the total principal amount of $17,215.00. A true and correct
copy of the Village at Pennwood MA Audit Appeal FYE 12/31/08 Invoices and Client Ledger is
attached hereto and incorporated herein as Exhibit "L."
41. Capozzi provided to Defendants a monthly Invoice for the legal services provided
and fees and costs associated with the Village at Pennwood Year 16 Case Mix Rate Appeal (Matter
# 1099-11) in the total principal amount of $1,441.50. A true and correct copy of the Village at
Pennwood Year 16 Case Mix Rate Appeal Invoices and Client Ledger is attached hereto and
incorporated herein as Exhibit "M."
42. Capozzi provided to Defendants a monthly Invoice for the legal services provided
and fees and costs associated with the litigation between Omnicare and Village at Pennwood
8
(Matter # 1660-09) for their 50% share of the total in the amount of $4,454.31. A true and correct
copy of the Omnicare v. Village at Pennwood Invoices and Client Ledger is attached hereto and
incorporated herein as Exhibit "N."
43. Capozzi provided to Madison Healthcare a monthly Invoice for the legal services
provided and fees and costs incurred in miscellaneous matters for Glendale Uptown Home (Matter
# 697-11) in the total in the amount of $300.00. A true and correct copy of the Madison
Healthcare Invoices and Client Ledger is attached hereto and incorporated herein as Exhibit "O."
44. The total amount of unpaid Account Invoices for the matters and during the periods
referenced above is $36,903.69, plus interest and costs of collection.
45. Capozzi performed all requested legal services and achieved positive results for
Defendants as expected under the terms of the various fee agreements.
46. All of the legal services included in the Account Invoices were billed at the rates
agreed to as described in the Fee Agreements.
47. Capozzi presented its claims for payments on a monthly basis to Defendants
pursuant to the terms of the Fee Agreements.
48. On numerous occasions, Capozzi contacted Defendants for payment for the unpaid
Account Invoices.
49. Defendant Flashner assured Capozzi on numerous occasions that Capozzi would be
paid for the legal service rendered to Defendants.
50. Defendants did not dispute any of the monthly Invoices or terminate the
attorney-client relationships between Capozzi and Defendants until Capozzi became more
assertive in it attempts to collect the debts owed.
51. To date, Defendants have failed and refused to pay the total amount due as provided
under the Account Invoices.
9
52. Defendants' failure to cure the defaults with Capozzi upon demand constitutes a
breach of contract.
WHEREFORE, Plaintiff, Capozzi Adler, P.C., demands judgment against Defendants in
the sum of $36,903.69, plus interest at the rate of 1'/2% per month on all delinquent amounts, plus
costs of collection, all of which are per the terms of the contract between the parties, which sum is
within the jurisdictional amount for compulsory arbitration.
COUNT II -BREACH OF IMPLIED CONTRACT
If this Honorable Court should find that an express contract did not exist between Capozzi
and Defendants, which is denied, then, in that event, Capozzi pleads the following alternative
count in Breach of Implied Contract against Defendants:
53. Plaintiff repeats and alleges the prior allegations of this Complaint as if fully set
forth at length.
54. On or about May 4, 2010, Defendants agreed to pay Capozzi in exchange for legal
services provided to them and Defendant Flashner also agreed to pay Capozzi pursuant to the
Retainer Check forwarded.
55. At all times relevant hereto, the legal services rendered were performed in a
professional and competent manner, with no complaints received from any of the Defendants.
56. Capozzi's expectation of payment for legal services is reasonable and Defendants
knew they would be expected to pay for the services rendered.
57. Defendants have refused to render payment and continue to do so.
58. The facts, as set forth above, establish animplied-in-law and implied-in-fact
contract.
59. Capozzi, as a result of the implied-in-law and implied-in-fact contract, is entitled to
10
compensation for services it rendered to Defendants.
60. All payments, credits and offsets made by or owed to Defendants have been applied
to Defendants' various accounts to arrive at the amount due and owing, as referenced in the
Account Invoices.
61. Capozzi has been damaged by the refusal of Defendants to pay for legal services
rendered in breach of implied-in-law and implied-in-fact contract in the amount of $36,903.69,
plus pre judgment and post judgment interest.
WHEREFORE, Plaintiff, Capozzi Adler, P.C., demands judgment against Defendants in
the sum of $36,903.69, plus interest at the legal rate of 6% per annum on all delinquent amounts,
which sum is within the jurisdictional amount for compulsory arbitration.
COUNT III -QUANTUM MERUIT (UNJUST ENRICHMENT)
If this Honorable Court should find that a contract did not exist between Capozzi and
Defendants, which is denied, then, in that event, Capozzi pleads the following alternative count in
quantum meruit against Defendants:
62. Plaintiff repeats and alleges the prior allegations of this Complaint as if fully set
forth at length.
63. Having requested Capozzi to provide the legal services and Capozzi having done so
to the benefit of Defendants, Defendants became liable to Capozzi for the fair and reasonable
charges for the legal services provided.
64. Defendants have been unjustly enriched by accepting the legal services of Capozzi
without terminating the attorney-client relationship.
65. The rates and charges reflected in the Account invoices are the fair and reasonable
charges for its legal services.
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66. As a result of Capozzi's extensive efforts regarding the Pennsylvania Department
of Public Welfare's ("DPW") audit of Village of Pennwood's 2008 Medicaid Cost Report,
Capozzi was able to locate, summarize, and submit documentation to DPW, which resulted in
DPW reinstating the payroll, payroll taxes, and employee benefit expenses to the Audit Report and
increasing the Medicaid reimbursement rate.
67. As a result of Capozzi's efforts, Village of Pennwood and Defendants were
reimbursed a total of $883,760 as Medicaid reimbursement for Year 17, which is Fiscal Year
ending June 30, 2012.
68. As a result of Capozzi's efforts, Village of Pennwood and Defendants were
reimbursed a total of $639,821 as Medicaid reimbursement for Year 18, which is Fiscal Year
ending June 30, 2013.
69. As a result of Capozzi's efforts, Village of Pennwood and Defendants will be
reimbursed a total of $639,821 as Medicaid reimbursement for Year 19, which is Fiscal Year
ending June 30, 2014.
70. As a direct result of Capozzi's efforts concerning DPW's audit of Village of
Pennwood's 2008 Medicaid Cost Report, Defendants received a total of $2,163,402.00 in
Medicaid reimbursements.
71. Defendants were enriched as a direct result of Capozzi's legal services provided in
matter numbers 1098-08, 130-10, 405-10, 1099-11, and 1660-09.
72. Capozzi has demanded that Defendants pay $36,903.69 as compensation, but
Defendants have failed to do so.
73. To date, Defendants have not paid the total amount due.
WHEREFORE, Plaintiff, Capozzi Adler, P.C., demands judgment against Defendants in
the sum of $36,903.69, plus interest at the legal rate of 6% per annum on all delinquent amounts,
12
which sum is within the jurisdictional amount for compulsory arbitration.
COUNT IV -PIERCING THE CORPORATE VEIL
Defendant Craia Flashner
74. Plaintiff repeats and alleges the prior allegations of this Complaint as if fully set
forth at length.
75. Upon information and belief, Defendant Craig Flashner treats the assets of GS
Operator, LP, Madison Healthcare Management, LLC and Prestige PA Manager, LP as his own,
including the financial benefits from Capozzi's efforts in matter numbers 1098-08, 130-10,
405-10, 1099-11, and 1660-09.
76. Upon information and belief, Defendant Craig Flashner has used corporate funds to
pay his private debts.
77. Upon information and belief, Defendant Craig Flashner has failed to keep separate
corporate books.
78. Upon information and belief, Defendant Craig Flashner has failed to observe
corporate formalities.
79. Upon information and belief, Defendant Craig Flashner has failed to provide
adequate capitalization for the corporation to pay potential liabilities, including but not limited to
paying of legal fees incurred with Capozzi.
80. Upon information and belief, GS Operator, LP, Madison Healthcare Management,
LLC and Prestige PA Manager, LP do not currently have enough unencumbered capital to pay its
potential liabilities.
81. Upon information and belief, GS Operator, LP, Madison Healthcare Management,
LLC and Prestige PA Manager, LP are currently organized solely for the purpose of avoiding
Defendant Craig Flashner's personal liabilities.
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82. It is necessazy to pierce the corporate veil of GS Operator, LP, Madison Healthcaze
Management, LLC and Prestige PA Manager, LP in order to prevent Defendant Craig Flashner
from using the corporate form of GS Operator, LP, Madison Healthcare Management, LLC and
Prestige PA Manager, LP to avoid his personal obligations.
83. The piercing of the corporate veil of GS Operator, LP, Madison Healthcare
Management, LLC and Prestige PA Manager, LP is necessazy to prevent fraud upon Capozzi.
84. Recognizing the corporate form of GS Operator, LP, Madison Healthcare
Management, LLC and Prestige PA Manager, LP would shield Craig Flashner from liability for
his fraudulent representations and conduct with Capozzi.
85. Under the circumstances, it would be inequitable for Craig Flashner to shield his
fraudulent actions with the corporate veil.
86. Capozzi relied on Defendant Flashner's fraudulent oral representations to Attorney
Reavey on February 17, 2011.
87. Capozzi suffered financial harm in the amount of $36,903.69 as a direct result of
Defendant Flashner's conduct.
WHEREFORE, Plaintiff requests this Court to pierce the corporate veil of GS Operator,
LP, Madison Healthcaze Management, LLC and Prestige PA Manager, LP and hold Defendant
Craig Flashner, Managing Member of the General Partners of GS Operator, LP, Madison
Healthcare Management, LLC and Prestige PA Manager, LP, personally liable for the judgment
entered in this civil action.
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Respectfully submitted,
Date: 1
By:
CAPOZZI ADLER, P.C.
Marc .Crum, Esquire
Atto ey I.D. No. 91273
P.O. ox 5866
H 'sburg, PA 17110
( 7) 233-4101
Attorney for Plaintiff
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CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation
Plaintiff
v.
CRAIG FLASHNER, GS OPERATOR,
LP d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
Docket No.:
Civil Action -Law
VERIFICATION
I, Andrew R. Eisemann, Esquire, do hereby verify that the facts made in the foregoing
Complaint are true and correct to the best of my knowledge, information and belief. I understand
that any false statements therein are subject to the penalties contained in Title 18 of the
Pennsylvania Consolidated Statutes Section 4904, relating to unsworn
Date:
Attorney LD. Nd~~k
Capozzi Adler, P.C.
P.O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
authorities.
LCiU1S ;. Capozzi, Jr., Esquire* ''~ 2933 North Front Street
Daniel K. Natirboff, Esquire Ca~Ui _& 1~ssociatesZ P C. Harrisburg, PA 17110
Donald R. Reavev. Esauire
Bruce G
Baron
Es
uire ttOYni~;;, ~ Law
`
.
,
q ,-, >•
, Telephone: (717) 233-4101
Andrew R. Eisemann, Esquire ~~' ~ Fax: (717) 233-4103
David C. Dagle, Esquire
Trudx A. Mintz, Esquire** ~
~ ~ ~ ~~ www.capozziassociates.com
Timothy "Ziegler, Reimb. Analyst Craig 1. Adler, Esq.
Karen L. Fisher, Paralegal Of Counsel
Jennifer Kain, Paralegal
Keyoung Gill, Paralegal
(licensed in PA, k1 end MDi
•' Qicemed in PA and MD)
July 13, 2009
Via Email and Facsimile
Barry Feldscher, Managing Member
GS Operator, L.P.
c/o Glendale Uptown Home
7800 Bustleton Avenue
Philadelphia, PA 19152
Re: Retainer Agreement for G.S. Operator; L.P. d/b/a Glendale Uptown Home
Our Matter Numbers: 1504-09 -Dispute with Pharmerica, PA
1098-08 -Year 13 Rate Challenge
1609-09 -Union Negotiations
1186-08 -Miscellaneous Matters
Dear Mr. Feldscher:
In connection with our recent discussions, this correspondence proposes a retainer. agreement
with the GS Operator d/b/a the Glendale Uptown Home. Our rules of professional ethics require us to
set forth our fee arrangement in writing at the commencement of a professional relationship. This
letter will describe the scope of services to be provided, the basis for determining the fees for those
services and our general terms and conditions for billing.
Scope of Representation
The legal services to be provided by Capozzi & Associates, P.C. are on behalf of G.S.
Operator, d/b!a the ~CrlendaIe Uptown Home.
In addition to the representation described above, you may from time to time ask us to
perform additional legal work or undertake your representation in other matters. This letter
constitutes your authorization for our Firm to perform the additional legal work or represent you in
other matters.
We customarily assign the responsibility of coordinating all aspects of our representation of a
particular client to one attorney designated the "client coordinator". All work requests are channeled
through that professional, who is then responsible for coordinating all work assignments. Of course,
we encourage direct communication with the individual attorney(s) working on a particular project.
The client coordinator also is responsible for billing and responding to all questions relating to client
fees and our representation. Louis J. Capozzi, Jr., Esquire will be performing the role of client
coordinator for you.
EX1f18n'
~~
.~
Basis for Determini'n~Fees
G.S. Operator, L.P. d/b/a the Glendale Uptown Home will pay the Firm $7,500 per month,
beginning August 1, 2009, to provide all legal services, including those matters specific above. The
retainer would include labor and employment matters, compliance, survey, reimbursement and
regulatory matters, review of the Home's employee manual, review of facility contracts and its
admissions agreement, and any other legal matter which does not require litigation. Payment of the
retainer is due on or before the first of each month, with the first payment due on or before August 1,
2009.
Each attorney and professional staff member in our office prepares accurate and daily time
records for each file on which they work. Hourly rates are determined periodically by our office,
generally each year; and will vary according to the attorney who provides the services and the type of
services requested. A schedule of current hourly rates in effect for our attorneys and professional
staff members are enclosed with this letter. There is a minimum charge ofthree-tenths of an hour for
phone communications, five-tenths of an hour for review of pleadings, correspondence, or other legal
documents, and two hours for the preparation of pleadings and discovery requests and responses.
Travel time is from portal to portal.
Should the scope of services to be provided be changed or enlarged beyond those described in
this letter, we reserve the right to amend or supplement this letter and the fees charged for the change
or increase in the scope of services.
We bring a team approach to our work product which is designed to provide economically
efficient and effective representation by matching the hourly rates and experience of our attorneys to
the professional requirements of a particular matter. Where appropriate, we attempt to utilize
paralegals for more routine and repetitive matters with the goal of reducing the overall cost without
sacrificing any quality in the product.
Billing_Terms and Conditions
Periodic Invoices. Our firm sends periodic invoices, usually monthly, detailing services
rendered during the last billing period plus costs and fees which were advanced on your behalf, such
as filing fees, outside reproduction, express mail fees, computerized research costs, any expert or
consultant fees incurred on your behalf and travel expenses. There is no charge for in-house
photocopying, telephone, telecopier (fax), and postage.
Invoices are due upon receipt and must be paid within thirty (30) days unless other acceptable
arrangements are made in advance. We reserve the right to chazge interest at 1 '/z% per month for
any invoices not paid within sixty (60) days of the date of the invoice. In addition, should it be
necessary for us to take legal action to collect any overdue invoices, you will also be responsible for
any and all costs of collection including, without limitation, reasonable attorneys fees and expenses.
Credit Hold. Should any invoice for fees and costs remain unpaid for a period in excess of
sixty (60) days, consistent with our responsibilities under the Rules of Professional Conduct, we
reserve the right to temporarily cease work on this engagement until such overdue fees and costs are
2
paid in full or, if our invoices remain unpaid despite efforts at collecting the same, we reserve the
right to terminate the representation.
Disputed Billing: It is imperative, under the terms of this agreement, that you notify us in
writing of any disputed billing within 15 days of your receipt of a bill. If we do not receive written
notice within 15 days, the Parties agree that the amount of the bill can no longer be disputed and that
said amount is due and owing.
Reproduction of Complete File. In the event that you request a complete copy of your file or
your file in its entirety, it is understood that you will pay a copy charge of .10 cents per copy and all
time spent by our staff and attorneys, at their usual hourly rates, for gathering the file and insuring the
requested copy is complete. The above paragraph is applicable even if you request your original file
because we must keep a copy for our records.
UCC Lien. For value received for undisputed legal services, as described above, and after
default of this Fee Agreement in excess of 60 days, intending to be legally bound hereby, you hereby
grant and assign and you agree that Capozzi & Associates, P.C. shall have, and there is hereby
created in favor of Capozzi & Associates, P.C., a security interest in your tangible and intangible
personal property, now or hereafter in existence, including the proceeds thereof and the increases,
substitutions, replacements, additions, and accessions thereto, hereinafter referred to collectively as
the "Collateral," to secure that certain obligation of you owed to Capozzi & Associates, P.C. after the
declaration of Default of this Fee Agreement. In addition to all rights and remedies given to Capozzi
& Associates.. P.C. by this Security Agreement, Capozzi & Associates, P.C. shall have all the rights
and remedies of a secured party under the Pennsylvania Uniform Commercial Code. I authorize
Capozzi & Associates, P.C. to file a financing statement covering the Collateral.
Attorney's Lien. As provided by Pennsylvania law, we will retain an attorney's lien in the
amount of our contingency fee collectable from and secured by any funds obtained on your behalf as
a result of our representation of you in this matter and for payment on all files and other documents
and materials collected or generated by this firm in the course of this representation, and reserve the
right to retain those files and other materials until paid in full. Unless otherwise agreed, the lien will
not be dissolved by the termination or withdrawal of representation by Capozzi & Associates, P.C.
If, at any time during the course of our professional relationship, you have any questions
regarding our services or our fees, please raise them with me. We strongly encourage open and frank
discussions about our work product and fees. We find that good communication enhances our
professional relationship with our clients and facilitates our ability to address effectively and
economically the legal challenges facing them.
If these terms are acceptable to you, please h sign this letter and return it to us, along with the
retainer, in the enclosed self-addressed, stamped envelope. The enclosed copy of this letter is for
your records. We will not be able to commence work on this matter until we receive your signed
acceptance of the conditions of this agreement.
We thank you for the opportunity to perform legal services for you, and we look forward to
working with you.
LJC/klf
Accepted and Agreed to:
Name: Barry Feldscher
Title: Managing Member, G.S. Operator, L.P.
Date:
4
CAPOZZI & ASSOCIATES, P. C.
Current Hourly Rates for Attorneys and Professional Staff Members
Louis J. Capozzi, Jr. Esquire $250
Daniel K. Natirboff, Esquire $250
Donald R. Reavey, Esquire $250
Bruce G. Baron, Esquire $250
Andrew R. Eisemann, Esquire $200
Andrew R. Eisemann, Esquire $175 Collection Matters
David C. Dagle, Esquire $150
Trudy A. Mintz, Esquire $150
Timothy T. Ziegler. Reimbursement Analyst $220
Law Clerks $90
Paralegals $90
Of Counsel:
Craig 1. Adler, Esquire $250
• Louis !. Capozzi, Jr., lisquire"
Daniel K. Natirhnff, Esquire
• Qondld R. R, rvev. Fsq)s~;,
Bruce G. ! ;aron, fsyurre
Andrew R. Fisemann, Esquire
Michael M. Jerominski, Esquire
pa~. i f. Richards, Esgt IL•
T; nothy 7.iegler, Reimb. Analyst
Karen t.. Fisher, Paralegal
.lennifer Kain, Paralegal
Keyoung Gill, Paralegal
' I l i~~ .... A i ~i YA. N l • nA ~\11)1
C;a~or,~_ ~~ r"~ssoc7irates, P.C.
_ _ 1~~tt`OY~i r'±<'C r t L.tZ`lU
3anuary 15, 201
Via Facsimile and Regular Mail
Craig Flashner
Madison HeaP.thcare Management
2625 Townsgate Rd #330
Westlake Village, CA 91361
Re: Letter of Representation
Our Matter Number: TBD
Dear Mr. Flashner:
2933 North Fronl Slreel
Harrisbur; , PA 171 l0
Telephone: (ll'/) Lai-4101
Fax: (717) 233-4103
ww Ca~o'rnaesc~CaU-:~'!'om
Craig (, Adler, Esq.
Uf Counsel
'T'his correspondence will serve to memorialize the scope of services to be provided by
Capozzi & ,Associates, E'.C., the basis for dctenlnining the fccs for ttlose services and our general
terms and conditions for billing.
Scope of Representation
The legal services to be provided by C;apozzi & Associates, Y.C. to you are in connection with
assistance and identification of health care acquisition opportunities.
In addition to the representation described above, you may from time to time ask us to
perform additional legal work or undertake your representation in other matters. `]'his letter
constitutes your authorisation for our Finn to perform the additional legal work or represent you in
Other matters.
We customarily assign the responsibility of coordinating ail aspects of our representation of a
particular client to one attorney designated the "client eoordinatoz". All work requests are channeled
through that professional, who is t:he.n responsible for coordinating all work assignments. Of course,
we encourage direct communication with the individual attorney(s) working on a particular project.
The client coordinator also is responsible for billing and responding to all questions relating to client
fees and our representation. Louis J. ('apozri, Jr., .bsquire will be performing the role of client
coordinator fox you.
Basis for C)~l F, +irin~ Fees
Fees and costs will be billed to you for this matter on an hourly basis.
EXHIBIT
~J
Each attorney and professional staff member irz our office prepares accurate and daily time
records for each file on which they work. Hourly rates arc determined periodically by our office,
generally each year, and will vary according to the attorney who provides the services and the type of
services requested. .A. schedule of current hourly rates iri effect for our attorneys and professional
staff members are enclosed with this letter. There is a minimum charge of three-tenths of an hour for
phone communications, five-tenths of an hour for review of pleadings, correspondence, or other legal
documents, and two hours for the preparation of pleadings and discovery requests and responses.
Travel time is from portal to portal.
Should the scope of services to be provided be changed or enlarged beyond those described in
this letter, we reserve the right to amend or supplement this letter and the fees charged for the change
or increase in the scope of services.
We bring a team approach to our work product which is dcsig.ned to provide economically
efficient and effective representation by matching; the hourly rates and experience of our attorneys to
the professional requirements of a particular matter. Where appropriate, we attempt to utifi7e
paralegals for more routine and repetitive matters with the goal of reducing the overall cost without
sacrificing any quality in the product.
$ll~ Terms and_Conditions
Periodic invoices. Our firm sends per.todic invoices, usually monthly, detailing ser~~ices
rendered durirtg the last Milling period plus costs and fees which were advanced on your behalf, such
as filing fees, outside reproduction, express mail fees, computerized research costs, any expert or
consultant fees incurred on your behalf and travel expenses. There is no charge for in-house
photocopying, telephone, t.elecopier (fax), and postage.
Invoices are due upon re:ccipt acrd must be paid within thirty (30) days unless other acceptable
arrangements are made in advance. We reserve the right to charge interest at 1 % per month for any
invoices not paid within sixty (60) days of the date of the invoice. In addition, should it be necessary
for us to take legal actia,r to collect any overdue invoices, you will also be responsihle for any and all
costs of collection including, without limitation, reasonable attorneys fees and expenses. Such
reasonable attorney's fees shall include time spent by attorneys employed by this Firm at their usual
hourly rates. In addition, the Parties agree that venue, in the event legal action is necessary, is proper
in Dauphin County.
In connection with collection of a judgment, settlement or other disposition of a case on your
behalf, the Firm is authorized to receive and endorse for deposit to our escrow account any checks,
dxafts, money orders or other forms of payment whether or not made payable to the Firm, and to
disburse the proceeds, including attorney's fees and costs, in accordance with the terrrrs of this letter.
Retainer. We will require a retainer for tlae services to be provided under this engagement in
the amount of $10,000.00. We will hold this retainer for your account in our attorney trust account as
security for the prompt payment of fees and charges billed to you. Upon the completion of this
engagement anti payment of all outstanding charges, the retainer will be returned to you.
Credit Hold. Should any invoice for fees and costs remain unpaid for a period in excess of
sixty (GO) days, consistent with our responsibilities under the Rules of Professional Conduct, we
reserve the right to temporarily cease work on this engagement uzztil such overdue fees and costs are
paid in full or, if our invoices remain unpaid despite efforts at collecting the same, we reserve the
right to terminate the representation.
Disputed Billing: it is imperative, under the terms of this agreement, that you notify us in
writing of any disputed billing within l5 days of your receipt of a bill. If we do not receive written
notice within 15 days, the Parties agree that the amount of the bill can no longer be disputed and that
said amount is due and owing.
Reproduction of Complete file. In the event that you request a complete copy of your file or
your file in its entirety, it is understood that you will pay a copy charge of .10 cents per copy and al]
lime spent by our sta.t`f and attorneys, at their usual hourly rates, for gathering the file and insuring the
requested copy is complete. The above paragraph is applicable even if you request your original file
because we must keep a copy for our records.
If, at any time during the course of our professional relationship, you have any questions
regarding our services or our fees, please raise than with me. We strongly encourage open and frank
discussions about our work product and fees. We find that good communication enhances our
professional relationship with our clients and facilitates our ability to address effectively and
economically the legal challenges ,facing t}zem.
If these terms arc acceptable to you, please sign this letter and return the signed letter and the
retainer to us in the enclosed self-addressed, stamped envelope. T'he enclosed copy of this letter is for
your records. We will not be able to commence work on this matter until we receive your signed
acceptance of the conditions of this agreement and retainer.
We thank you for the opportunity to perform legal services for you, and we look forward to
working with you.
Sincerely,
Louis J. Capozzi, Jr., Esquire
I_.JC/klf
enc.
Accepted and Agreed to:
Name: Craig f~lashner
Title:
l~or : Madison Healthcare Management
Date: °;'.
3
s
CAPUZZI & ASSOCIATES, P. C.
Current 1-Jr~~a_rly Rates f~~,~~ Attorneys anal Yt~?fcssioaal sta~f ~~t, :~ers
Louis J. Capoici, Jr. L'squire $250
Daniel K. Natirboff, Csquire $250
Dozzald R. Reavcy, Esyuirc $2S0
Bruce G. Baton, Esquire $250
Andrew R. Eisemanzz, Esquire $175
Michael M. Jerominski, Esquire $1.50
Dawn L. Richards, Esquire $150
Timothy T. 'Liegler. Reimbursement AnaJ.yst $22U
Law Clerks $90
Paralegals $90
Of Counsel:
Craig I. Adler, .Esqui.rc $250
4
" E
CAPOZZI ADLER, P.C. f/k/a IN THE COURT OF COMMON PLEAS OF
CAPOZZI &ASSOCIATES, P.C., CUMBERLAND COUNTY, PENNSYLVANIA
A Pennsylvania Professional Corporation,
Plaintiff
c�
V. Docket No.: 13-716
CRAIG FLASHNER, GS OPERATOR, LP '9 xCA3•
d/b/a GLENDALE UPTOWN HOME, "Or
MADISON HEALTHCARED
MANAGEMENT, LLC, PENNWOOD �o -v o 1
OPERATOR, LP, and PRESTIGE PA p C-, C-z
MANAGER, LLC, tv °r-f
Defendants Civil Action - Law ,;- �'
PRAECIPE TO ENTER RETURN OF SERVICE
TO THE PROTHONOTARY/CLERK OF SAID COURT:
Kindly enter as a matter of record the attached Affidavit of Service form as proof of
personal service of the above-referenced Complaint upon the Defendant GS Operator, LP.
A competent adult served the Complaint upon Defendant in accordance with Pa.R.C.P.
No. 402(a) on April 2, 2013.
Dated: 411, -
Marc A. Crum, Esquire
Atto ey I.D. No.: 91273
Ca ozzi Adler, P.C.
P. O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
2 0 1 3 0 3 2 8 1 4 0 9 1 0
CAPOZZI AIJJLER PC FKA CAPOZZI&ASSOCIATES, PC,A PA PROF. CORP. n `l Court Of Cpmmbh?[SAS
Plaintiff
l (�l►?� C
CRAIG FLASHNER, ET AL. vs. 1 cu, Venue
Person to be served(Name and Address): Defendant Docket Number: 13 716
GS OPERATOR, LP
7800 BUSTLETON P AVE
19 AFFIDAVIT OF SERVICE
PHILADELPHIA PA 19152
By serving: GS OPERATOR, LP (For Use by Private Service)
Attorney: MARC A CRUM, ESQ.
Cost of Service pursuant to R.4:4-3(c)
Papers Served: NOTICE TO DEFEND, COMPLAINT,VERIFICATION, $
EXHIBITS —
Service Data: [X]Served Successfully [ ]Not Served
Date/Time: 04/02/2013 12:16 P M
[ ]Delivered a copy to him/her personally Attempts: Date/Time:
Date/Time:
[ ]Left a copy with a competent household member over 14 years of age DateMme:
residing therein (indicate name&relationship at right)
[X]Left a copy with a person authorized to accept service, e.g. managing agent, Name of Person Served and relationship/title:
registered agent, etc. (indicate name&official title at right) ROSEMARY MAURER
ASSISTANT
Description of Person Accepting Service:
SEX:F AGE: 51-65 HEIGHT: 5'9"-6'0" WEIGHT: 161-200 LBS, SKIN:WHITE HAIR: /GRAY OTHER: GLASSES
Unserved: �[
[ ]Defendant is unknown at the address furnished by the attorney $fete of: 1 '
[ ]All reasonable inquiries suggest defendant moved to an undetermined address (,
[ ]No such street in municipality County Of:
[ ]Defendant is evading service
[ ]No response on: DateTme:
Date/Time:
Date/Time:
COMMONWEALTH OF PENNSYLVANIA
Other: Notarlai seal
Daniel J.streckewald,Notary Public
City of Philadelphia,Philadelphia County
My Commission Expires June 4,2013
Member,Pennsylvania Association of Notaries
Served Data:
Subscribed and Sworn to me this I, KERON CAMPREI.L
<4 was at the time of service a competent adult, over
day of 14J9 ,20 the age of 18 and not having a direct interest in the
litigation. I declare under penalty of perjury that the
Notary Sig/nature: &r ., n for egoi i true and correct /
1El V _ ✓�Y�� / 7 /20< 3
Name of Notary Com fission xpiration Signature of rocess Server Date
J
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a ,
CAPOZZI & ASSOCIATES,P.C., ,
A Pennsylvania Professional Corporation, Civil Term
Plaintiff, ,
Docket Number: 13-716
V.
CRAIG FLASHNER, GS OPERATOR, LP `s
d/b/a GLENDALE UPTOWN HOME ;;a ;r
MADISON HEALTHCARE N
MANAGEMENT,LLC,PENNWOOD
OPERATOR,LP, and PRESTIGE PAM
MANAGER, LLC, :
Defendants. .
DEFENDANTS' PRELIMINARY
OBJECTIONS TO PLAINTIFF'S
COMPLAINT
Filed on behalf of Defendants
Counsel of Record for this Party:
Benjamin J. Glatfelter, Esquire
Attorney I.D. No. 203935
John N. Kennedy, Esquire
Attorney I.D. No. 68278
KENNEDY,PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110
(717)233-7100
jkennedy@kennedypc.net
Date: April 22,2013
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a ,
CAPOZZI & ASSOCIATES,P.C., .
A Pennsylvania Professional Corporation, Civil Term
Plaintiff, ,
Docket Number: 13-716
V. ,
CRAIG FLASHNER, GS OPERATOR,LP
d/b/a GLENDALE UPTOWN HOME, .
MADISON HEALTHCARE ,
MANAGEMENT, LLC,PENNWOOD .
OPERATOR, LP, and PRESTIGE VA
MANAGER,LLC,
Defendants.
NOTICE
TO: CAPOZZI ADLER, P.C. f/k/a
CAPOZZI&ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation
YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE
DEFENDANTS' PRELIMINARY OBJECTIONS TO THE PLAINTIFF'S COMPLAINT
WITHIN TWENTY(20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE
ENTERED AGAINST YOU.
KENNEDY, PC LAW OFF CES
B in J. Glatfelt , Esquire
Attorney I.D. No.: 03935
John N. Kennedy, Esquire
Attorney I.D.No.: 68278
KENNEDY,PC Law Offices
P.O. Box 5100
Harrisburg, PA 17110-0100
(717) 233-7100
Attorneys for Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C:f/k/a
CAPOZZI & ASSOCIATES,P.C., .
A Pennsylvania Professional Corporation, Civil Term
Plaintiff, .
Docket Number: 13-716
V.
CRAIG FLASHNER, GS OPERATOR;LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT,LLC,PENNWOOD
OPERATOR,LP, and PRESTIGE PA
MANAGER,LLC,
Defendants.
DEFENDANTS'PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT
AND NOW, COMES, Defendants, Craig Flashner, GS Operator, LP d/b/a Glendale
Uptown Home, Madison Healthcare Management, LLC, Pennwood Operator, LP, and Prestige
PA, LLC(hereinafter collectively "Defendants"), by and through their attorneys, Kennedy, PC
Law Offices, and preliminarily objects to the Plaintiff's Complaint.pursuant to Rule 1028 of the
Pennsylvania Rules of Civil Procedure, and in support thereof avers as follows:
1. The above-captioned cause of action was commenced by the Plaintiff, Capozzi
Adler, P.C. f/k/a Capozzi &Associates, P.C., by the filing of a Complaint with the Cumberland
County Court of Common Pleas on February 11, 2013. Said Complaint was reinstated on April
1, 2013.
2. As best as can be discerned by the Defendants,the Plaintiff's Complaint consists
of three counts leveled against the Defendants, collectively, for Breach of Contract, Breach of
ImpliedaContract, and Quantum Meruit, and one count leveled against Defendant, Craig
Flashner,personally seeking to "Pierce the Corporate Veil."
I. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT ONE OF
PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P. 1028(a)(2) (FAILURE
OF A PLEADING TO CONFORM TO LAW OR RULE OF COURT)
3. The Defendants hereby incorporate by reference the averments contained in
paragraphs_1 through 2 above, as if the same were fully set forth herein at length.
4. Pa.R.C.P. 1019(a)provides that, "[t]he material facts on which a cause of action
or defense is based shall be stated in a concise and summary form."
S. Pa.R.C.P. 1028(a)(2)provides that preliminary objections may be filed to any
pleading on the basis of, "failure of a pleading to conform to law or rule of court."
6. It is well established in the Commonwealth of Pennsylvania that, "[a] complaint
must give the Defendant fair notice of the Plaintiff's claims and a summary of the material facts
that support those claims."Yacoub v. Lehigh Valley Medical Associates,PC., 805 A.2d 579
(Pa.Super. 2002).
7. It is well established in the Commonwealth of Pennsylvania that, "[a] complaint
must not only apprise the Defendant of the claim being asserted,but it must also summarize the
essential facts to support the claim."Cardenas v. Schober, 783 A.2d 317 (Pa.Super. 2001).
8. Pa.R.C.P. 1019(i)provides that, "[w]hen any claim or defense is based upon a
writing,the pleader shall attach a copy of the writing, or the material part thereof,but if the
writing or copy is not accessible to the pleader, it is sufficient so to state,together with the
reason,and to set forth the substance in writing."
9. As best as can be discerned, Count One of Plaintiffs Complaint against the
Defendants purportedly arises from alleged "fee agreements and oral agreements to remit
payment pursuant to each of the monthly Invoices."(See Plaintiff's Complaint at Paragraph 35).
10. Nowhere in the Plaintiff's Complaint does the Plaintiff allege the existence of any
contract and/or agreement entered between the Plaintiff and the Defendants prior to the dates the
legal work was allegedly performed, and in contemplation of the performance of such work,
particularly with respect to the alleged legal work performed for the Village at Pennwood.
11. The Plaintiff fails, in any manner,to attach as exhibits to the Plaintiff's Complaint
any writings or documents evidencing the basis for the Plaintiff's claims against the Defendants
including, but not limited to, any writings or documents which would evidence the existence of
any contract and/or agreement between the Defendants and the Plaintiff prior to the dates the
legal work was allegedly performed, and in contemplation of the performance of such work,
particularly with respect to the alleged legal work performed for the Village at Pennwood.
12. The Plaintiff's Complaint, all averments contained therein, all introductory
paragraphs contained therein and the"Wherefore"clauses contained therein violate Pa.R.C.P.
1019(a) and (i) by: (1) failing to present the alleged material facts in a concise and summary
form so as to adequately apprise the Defendants of the claims being asserted;the essential facts
to support said claims and/or causes of action; and fair notice of the Plaintiff's claims,and(2)
failing to present the material parts of any writing evidencing any agreement between the
Plaintiff and the Defendants entered prior to the dates the legal work was allegedly performed,
and in contemplation of the performance of such work,particularly with respect to the alleged
legal work performed for the Village at Pennwood.
13. Accordingly,the Defendants respectfully aver that the entirety of the Plaintiff s
Complaint is subject to dismissal pursuant to Pa.R.C.P. 1028(a)(2) for failure of the pleading to
conform to law or rule of court.
WHEREFORE,the Defendants respectfully request that this Honorable Court sustain
their Preliminary Objection to Count One of the Plaintiff's Complaint pursuant to Pa.R.C.P.
1028(a)(2) for failure to conform to law or rule of court and,therefore, dismiss Count One of the
Plaintiff's Complaint with prejudice.
11. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT ONE (BREACH OF
CONTRACT) OF PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P.
1028(a)(4) (LEGAL INSUFFICIENCY OF A PLEADING—DEMURRER)
14. The Defendants hereby incorporate by reference the averments contained in
paragraphs I through 13 above,as if the same were fully set forth herein at length.
15. Count One of the Plaintiff's Complaint is entitled 'Breach of Contract' and
purports to be a cause of action arising from various alleged"written I fee agreements and oral
agreements to remit payment pursuant to each of the monthly Invoices."(See Plaintiff's
Complaint at Paragraph 35).
16. Attached to Plaintiff's Complaint are an unsigned Fee Agreement dated July 13,
2009 addressed to Barry Feldscher,the former Managing Member of GS Operator, L.P. d/b/a
Glendale Uptown Home (See Exhibit A); A Fee Agreement dated January 15,2010 signed by
Craig Flashner on behalf of Madison Healthcare Management"in connection with assistance and
identification of health care acquisition opportunities"(See Exhibit B); An unsigned Fee
Agreement to Craig Flashner on behalf of GS Operator,LP d/b/a Glendale Uptown,Home dated
March 24,2010 (See Exhibit C); and a Fee Agreement dated May 4, 2010 signed by Craig
Flashner on behalf of GS Operator, LP d/b/a Glendale Uptown Home"in connection with
the...conversion of Glendale Uptown Home to a Continuing Care Retirement Community"(See
Exhibit D).
17. The Plaintiff fails to attach or otherwise identify any agreements for work
performed on behalf of the Village at Pennwood, for which the majority of Plaintiff's claim for
damages is based, that would establish a duty owed by the Defendants to the Plaintiff for the
damages sought.
18. The Plaintiff is attempting to collect outstanding legal fees owed by the prior
manager of the Village at Pennwood, Colonial Senior Living of Western PA, LLC, for work
performed on behalf of the Village at Pennwood from the current manager, Prestige PA
Manager, LP, despite failing to produce an agreement signed by any of the Defendants for work
performed for the Village at Pennwood.
19.- The Plaintiff is attempting to collect outstanding legal fees owed by the prior
manager of the Village at Pennwood, Colonial Senior Living of Western PA, LLC, for work
performed on behalf of the Village at Pennwood from the current manager, Prestige PA
Manager, LP despite language in the Operations Transfer Agreement that clearly states
"[Colonial Senior Living of Western PA, LLC] shall be responsible to fund and pay any and all
expense accruing prior to the Transfer Date in connection with [The Village at Pennwood]..."
(See Paragraph 3.02 of the Operations Transfer Agreement attached to Plaintiff's Complaint as
Exhibit G).
20. The alleged outstanding legal fees for work performed for the Village at
Pennwood should be sought from Colonial Senior Living of Western PA, LLC,not from the
Defendants in the instant matter.
21. It is well established in the Commonwealth of Pennsylvania that, "[a] cause of
action for breach of contract must be established by pleading(1)the existence of a contract,
including its essential terms, (2) a breach of a duty imposed by the contract and (3)resultant
damages,"and that"[w]hile not every term of a contract-must be stated in complete detail,every
element must be specifically pleaded."Pennsy SupplL Inc. v. American Ash Recycling Com ,
895 A.2d 595 (Pa.Super 2006) citing Corestates Bank.N.A. v. Cutillo, 723 A.2d 1053, 1058
(Pa.Super,1999).
22. It is respectfully submitted to this Honorable Court that the Plaintiff's cause of
action for Breach of Contract is legally insufficient because the Plaintiff(1) failed to specifically
plead the existence of any contract and/or agreement between the Plaintiff and the Defendants
which, in any way, obligates any of the named Defendants,particularly with respect to the
alleged legal work performed for the Village at Pennwood, and(2)failed to attach as an exhibit
to the Complaint, in violation of Pa.R.C.P. 1019(1),the material parts of any purported contract
and/or agreement between the Plaintiff and the Defendants which would obligate the Defendants
to the Plaintiff, particularly with respect to the alleged legal work performed for the Village at
Pennwood.
WHEREFORE, the Defendants respectfully request that this Honorable Court sustain
their Preliminary Objection to Count One of the Plaintiff s Complaint pursuant to Pa.R.C.P.
1028(x)(4) for legal insufficiency of a pleading and,therefore, dismiss Count One of the
Plaintiff's Complaint with prejudice.
III DEFENDANTS' PRELIMINARY OBJECTION TO COUNT TWO (BREACH OF
IMPLIED CONTRACT)OF PLAINTIFF'S COMPLAINT PURSUANT TO
PA.R.C.P. 1028(a)(4) (LEGAL INSUFFICIENCY OF A PLEADING—
DEMURRER)
23. The Defendants hereby incorporate by reference the averments contained in
paragraphs 1 through 22 above,as if the same were fully set forth herein at length.
24. Count Two of Plaintiff's Complaint is entitled `Breach of Implied Contract' and
seeks, among other things, damages for work performed for the Village at Pennwood.
25. The Plaintiff failed to identify any agreements, implied or otherwise, made
between the Plaintiff and the Defendants prior to the dates the legal work was allegedly
performed, and in contemplation of the performance of such work,particularly with respect to
the alleged legal work performed for the Village at Pennwood for which the majority of
Plaintiff's claims for damages is based.
26. The Plaintiff is attempting to collect outstanding legal fees owed by the prior
manager of the Village at Pennwood, Colonial Senior Living of Western PA, LLC, for work
performed on behalf of the Village at Pennwood from the current manager, Prestige PA
Manager, LP despite language in the Operations Transfer Agreement that clearly states
"[Colonial Senior Living of Western PA,LLC] shall be responsible to fund and pay any and all
expense accruing prior to the Transfer Date in connection with [The Village at Pennwood]..."
(See Paragraph 3.02 of the Operations Transfer Agreement attached to Plaintiff's Complaint as
Exhibit G).
27. The alleged outstanding legal fees for work performed for the Village at
Pennwood should be sought from Colonial Senior Living of Western PA, LLC, not from the
Defendants in the instant matter.
I 1
28. It is well established in the Commonwealth of Pennsylvania that, "[a] cause of
action for breach of contract must be established by pleading (1)the existence of a contract,
including its essential terms, (2) a breach of a duty imposed by the contract and (3)resultant
damages,"and that"[w]hile not every term of a contract must be stated in complete detail,every
element must be specifically pleaded."Pennsy Supply, Inc. V. American Ash Recyc ling_Cor2.,
895 A.2d 595 (Pa.Super 2006) citing Corestates Bank N.A. v Cutillo, 723 A.2d 1053, 1058
(Pa.Super 1999).
29. It is respectfully submitted to this Honorable Court that Plaintiff's cause of action
for.Breach of Implied Contract fails due to the fact that the Plaintiff fails to specifically plead the
existence of any contract and/or agreement, implied or otherwise,made between the Plaintiff and
the Defendants prior to the dates the legal work was allegedly performed, and in contemplation
of the performance of such work,particularly with respect to the alleged legal work performed
for the Village at Pennwood for which the majority of Plaintiff's claims for damages is based.
WHEREFORE,the Defendants respectfully request that this Honorable Court sustain
their Preliminary Objection to Count Two of the Plaintiff's Complaint pursuant to Pa' .R.C.P.
1028(a)(4) for legal insufficiency of a pleading and,therefore, dismiss Count Two of the
Plaintiff's Complaint with prejudice.
IV. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT THREE (QUANTUM
MERUIT) OF PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P 1028(x)(4)
(LEGAL INSUFFICIENCY OF A PLEADING—DEMURRER)
30. The.Defendants hereby incorporate by reference the averments contained in
paragraphs 1 through 29 above, as if the same were fully set forth herein at length.
31. Count Three of Plaintiff's Complaint is entitled `Quantum Meruit' and references
numerous matters initiated at the request of the former manager of the Village at Pennwood,
Colonial Senior Living of Western PA, LLC, well before operations were transferred to
Defendant Prestige PA Manager, LP. (See Operations Transfer Agreement attached to Plaintiff's
Complaint as Exhibit G).
32. Quantum meruit or unjust enrichment is a quasi-contractual doctrine based in
equity which requires plaintiffs to establish the following: (1)benefits conferred on defendants
by plaintiffs; (2) appreciation of such benefits by defendants; and (3) acceptance and retention of
such benefits under such circumstances that it would be inequitable for defendants to retain the
benefit without payment of value. Wiernik v. PHH U.S. Mortgage Corp., 736 A.2d 616, 622
(Pa.Super.Ct. 1999), appeal denied, 561 Pa. 700, 751 A.2d 193 (2000).
33. The Operations Transfer Agreement attached to Plaintiff's Complaint as Exhibit
G clearly states "[Colonial Senior Living of Western PA, LLC] shall be.responsible to fund and
pay any and all expense accruing prior to the Transfer Date in connection with [The Village at
Pennwood]."(See Paragraph 3.02 of the Operations Transfer Agreement attached to Plaintiff's
Complaint as Exhibit G).
34. It is respectfully submitted to this Honorable Court that Plaintiff's cause of action
against the Defendants for Quantum Meruit fails due to the fact the Plaintiff is attempting to
collect payment for alleged benefits that were conferred upon and accepted by Colonial Senior
Living of Western PA, LLC for alleged legal work performed for the Village at Pennwood.
WHEREFORE,the Defendants respectfully request that this Honorable Court sustain
their Preliminary Objection to Count Three of the Plaintiff's Complaint pursuant to Pa.R.C.P.
1028(a)(4) for legal insufficiency of a pleading and, therefore, dismiss Count Three of the
Plaintiff's Complaint with prejudice.
V. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT FOUR OF THE
PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P. 1028(a)(2) (FAILURE
OF A PLEADING TO CONFORM TO LAW OR RULE OF COURT)
35. The Defendants hereby incorporate by reference the averments contained in
paragraphs 1 through 34 above, as if the same were fully set forth herein at length.
36. Count Four of the Plaintiff's Complaint is entitled `Piercing the Corporate Veil'
and purports to be a cause of action against Craig Flashner,personally.
37. Pa.R.C.P. 1028(a)(2)provides that preliminary objections may be filed to any
pleading on the basis of, "failure of a pleading to conform to law or rule of court."
38. Pa.R.C.P. 1019(b)provides that, "Averments of fraud or mistake shall be averred
with particularity."
39. As best as can be discerned, Count Four of Plaintiff's Complaint alleges
fraudulent representations made by Defendant Craig Flashner. (See Plaintiff's Complaint at
Paragraphs 83, 84, 85, and 86).
40. Count Four of the Plaintiff's Complaint violates Pa.R.C.P. 1019(b)by failing to
plead its allegations of fraud with particularity.
41. Accordingly,the Defendants respectfully aver that Count Four of the Plaintiff's
Complaint is subject to dismissal pursuant to Pa.R.C.P. 1028(a)(2) for failure of the pleading to
conform to law or rule of court.
WHEREFORE, the Defendants respectfully request that this Honorable Court sustain
their Preliminary Objection to Count Four of the Plaintiff's Complaint pursuant to Pa.R.C.P.
1028(a)(2) for failure to conform to law or rule of court and,therefore, dismiss Count Four of the
Plaintiff's Complaint with prejudice.
VI. DEFENDANTS' PRELIMINARY OBJECTION TO THE ENTIRETY OF THE
PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P. 1028(x)(3)
(INSUFFICIENT SPECIFICITY IN A PLEADING)
42. The Defendants hereby incorporate by reference the averments contained in
paragraphs 1 through 41 above, as if the same were fully set forth herein at length.
43. Pa.R.C.P. 1019(a)provides that, "[t]he material.facts on which a cause of action
or defense is based shall be stated in a concise and summary form."
44. Pa.R.C.P. 1028(a)(3)provides that preliminary objections may be filed to any
pleading on the basis of, "insufficient specificity in a pleading."
45. It is well established in the Commonwealth of Pennsylvania that, "[a] complaint
must give the Defendant fair notice of the Plaintiffs claims and a summary of the material facts
that support those claims." Yacoub v. Lehigh Valley Medical Associates, PC., 805 A.2d 579
(Pa.Super. 2002).
46. It is well established in the Commonwealth of Pennsylvania that, "[a] complaint
must not only apprise the Defendant of the claim being asserted, but it must also summarize the
essential facts to support the claim." Cardenas v. Schober, 783 A.2d 317 (Pa.Super. 2001)._
47. The Plaintiff s Complaint appears to set forth causes of action against the
Defendants that are comprised of a morass of varying and, in some respects, inconsistent claims
and/or legal theories which fail to state, in any manner, concisely or in summary form, the
material facts on which the Plaintiff s said causes of action are based.
48. The Plaintiff s Complaint appears to combine separate purported agreements
entered between the various Defendants to set forth its legal theories which fail to provide the
Defendants with any logical basis for the Plaintiffs causes of action.
49. The Plaintiff's Complaint violates Pa.R.C.P. 1019(a) and Pa.R.C.P. 1028(a)(3)by
failing to present the alleged material facts in a concise and summary form so as to apprise the
Defendants of the claims being asserted; the essential facts to support said claims and/or causes
of action; fair notice of the Plaintiff s claims; and most importantly,the material parts of any
purported agreement between the Plaintiff and the Defendants which would operate to obligate
the Defendants, in any manner,to the Plaintiff which is alleged by the Plaintiff to have been
breached by the Defendants.
50. Accordingly,the Defendants respectfully aver that the entirety of the Plaintiff's
Complaint is subject to dismissal pursuant to Pa.R.C.P. 1028(a)(3)for insufficient specificity in a
pleading.
WHEREFORE, the Defendants respectfully request that this Honorable Court sustain
their Preliminary Objection to the entirety of the Plaintiff's Complaint pursuant to Pa.R.C.P.
1028(a)(3) for insufficient specificity in a pleading and,therefore, dismiss the entirety of the
Plaintiff's Complaint with prejudice.
Respectfully Submitt1, q6 d
'C Date: 4 �� 3 By:
en - n J. Glatfee
ttorney I.D.No.:
John N. Kennedy, Esquire
Attorney I.D. No.: 68278
KENNEDY,PC Law Offices
P.O. Box 5100
Harrisburg, PA 17110-0100
(717) 233-7100
Attorneys for Defendants
VIERIFICATIiIi 1:
I, Craig F ashner,verify that the statements made in the foregoing Pfelin inary(Objections
are true and correct to-the best of my. knowledge,. I understand that fai'se statements herein are
made subject to the.penalties of 18 Pa C.S. § 490.4;relating to unsworn falsification to
authorities.
Craig's lasaner
Titles: :Personally
Manager of Wells Lexugton Capital Group;
LLG General Partnei of GS..Operator,LP d/b/a
Glendale Uptown ome;
Manager.-of Mad icon H.ealthcare'Management,
LAC
Manager of Wells Lexington Capital Group;
LLC;�General;Partner of I'ennwcod Orator;
LP
Manager of Prestige PA Manager,LLC'
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,PENNSYLVANIA :
C")
c --s
x� r*t
CAPOZZI ADLER, P.C. f/k/a o d
CAPOZZI & ASSOCIATES,P.C., �Q
A Pennsylvania Professional Corporation, Civil Term
Plaintiff,
r*a
Docket Number: 13-716
V.
CRAIG FLASHNER, GS OPERATOR,LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT,LLC,PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER,LLC,
Defendants.
CERTIFICATE OF SERVICE
FOR DEFENDANTS'
PRELIMINARY OBJECTIONS
TO PLAINTIFF'S COMPLAINT
Filed on behalf of Defendants
Counsel of Record for this Party:
Benjamin J. Glatfelter, Esquire
Attorney I.D. No. 203935
John N. Kennedy, Esquire
Attorney I.D.No. 68278
KENNEDY,PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110
(717) 233-7100
jkennedy@kennedypc.net
Date: April 23,2013
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation, Civil Term
Plaintiff,
Docket Number: 13-716
V.
CRAIG FLASHNER, GS OPERATOR,LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT,LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants.
CERTIFICATE OF SERVICE
I, the undersigned, hereby certify that on April 23, 2013, Kennedy, PC Law Offices sent a
copy of the attached Defendants' Preliminary Objections to Plaintiff's Complaint to the
following via First-Class, Regular Mail as follows:
Marc A. Crum, Esquire
Capozzi Adler, P.C.
P.O. Box 5866
Harrisburg, PA 17110
Date: / °2� �-� By:
en J. Glatfelter squi
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny RAnderson FILED-OFFICE,�s �.
Sheriff Of` THE PRQ7�iB'01"AR
Jody s smith 20 13 APR 29 AM 10',. 35
Chief Deputy
Richard W Stewart ^„ 0MBERLANU COUNTY
Solicitor OFF Cr OF TPE SN=PtFw PENNSYLVANIA
Capozzi Adler, P.C.f/k/a Capozzi &Associates, P,C. Case Number
vs.
Craig Flashner(et al.) 2013-716
SHERIFF'S RETURN OF SERVICE
04/0112013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry
for the within named Defendant to wit: Pennwood Operator, LP, but was unable to locate the Defendant in
the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Allegheny, Pennsylvania to serve the
within Complaint& Notice according to law.
04/01/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry
for the within named Defendant to wit: Prestige PA Manager, LLC, but was unable to locate the
Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Chester, Pennsylvania
to serve the within Complaint&Notice according to law.
04/16/2013 03:15 PM -The requested Complaint& Notice returned by the Sheriff of Chester County, the within
named Defendant Prestige PA Manager, LLC, not found. Carolyn Welsh, Sheriff, Return of Service
attached to and made part of the within record. No such address in Chester County.
04/24/2013 01:20 PM-The requested Complaint&Notice served by the Sheriff of Allegheny County upon Lori
McNellie,who accepted for Pennwood Operator, LP, at 909 West Street, Pittsburgh, PA 15221-2833.
William Mullen, Sheriff, Return of Service attached to and made part of the within record.
SHERIFF COST: $7164 SO ANSWERS,
mow.
April 25, 2013 RbNW R ANDERSON, SHERIFF
(c)CountySuito Shorift,Toteosott,lnc.
SHEFdFF' OFFICE OF CUMBERLAND COUNTY
Ronny R Anderson '7 (
elf clutib'Pt't
Sheriff
Jody S Smith I 4Z Richard W Stewart
Chief Deputy OFFICE OF THE SRERIFF Solicitor
Capozzi Adler, P.C.f/k/a Capozzi&Associates, P.C. Case Number
vs, -;;�013-716-
Craig Flashner(et al.)
SERVICE COVER SHEET
C>
CNI
LS'e�ry i�ce
o Category: Complaint&Notice Zone:
X 0-
Manner. IDeputize I Expires: /05101/2013 Warrant:
Notes:
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Served: Persona Adult In Charge/)Posted - Other
Name: Operator, I-P Personally(Ad
P fimary<' 909 West Street Adult In ddress: Pittsburgh, PA 15221-2833 Charge: r 7N
one: DOB: Relation: F777
Alternate Date: jZ Time:
ED Address:
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Vjjffeg/=Special
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a .................... ------- -------------- ....... ............. ....... ------ -----------
0 Now,April 01, 2013 1, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Allegheny County to
0 execute service of the documents herewith and make return thereof according to law.
0
3.1
z Return To:
Z Cumberland County Sheriffs Office
W
0. One Courthouse Square
Carlisle, PA 17013 Ronny R Anderson, Sheriff
{c)CountySiule Sheriff Teleosoft,Inc
A
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SHERIFF'S OFF'IdE OF CUMBE XND COUNTY X 3°5&5
Ronny R Anderson �f �aw�t��at �anbrrF 41g
Sheriff y
Jody S Smith . w Richard W Stewart
Chief Deputy OFFICE OF THE SHERIFF Solicitor
Capozzi Adler, P.C. f/k/a Capozzi &Associates, P.C. Case Number
vs.
Craig Flashner(et al.) Y,01 3-716
a
SERVICE COVER SHEET
N
c Service Details: -�
W) Category: lCivil Action -Complaint& Notice zone:
X Manner: Deputize Expires: 05/01/2013 Warrant:
w
Notes:
M
M
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01
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Q Serve To: Final Service:
a
z Name: jPrestige PA Manager, LLC Served. Personally Adult In Charge Posted Other
wPrimary 321 W.Valley Road Adult In
a Address: Devon, PA 19333 Charge:
Phone: DOB: Relation:
}
w Alternate Date: Time:
� Address: .
> Phone: Deputy: � Mileage: C �
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Name: Imarc A Crum I Phone:
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Mileage:
M
CD Deputy: 4 1 5
.Notes/Special Instructions: �jJ
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Now,April 01, 2013 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Chester County to
w execute service of the document"kywite m e ing to law...
~ Return To:
W
w Cumberland County Sheriffs rtfiS Q
W One Courthouse Square &PA
Carlisle, PA 17013 �trig EU Ronny R Anderson, Sheriff
�XL
X
7.r
CAPOZZI ADLER, P.C. f/k/a IN THE COURT OF COMMON PLEAS OF
CAPOZZI &ASSOCIATES, P.C., CUMBERLAND COUNTY, PENNSYLVANIA
A Pennsylvania Professional Corporation,
Plaintiff
V. Docket No.: 13-716
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME, -:
MADISON HEALTHCARE
. ,
MANAGEMENT, LLC, PENNWOOD =m
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC, a� fl
c..
Defendants Civil Action - Law
:X C� .
PRAECIPE TO ENTER RETURN OF SERVICE A N.)
--t ._,
TO THE PROTHONOTARY/CLERK OF SAID COURT:
Kindly enter as a matter of record the attached Affidavit of Service form as proof of
personal service of the above-referenced Complaint upon the Defendant Craig Flasher.
A competent adult served the Complaint upon Defendant in accordance with Pa.R.C.P.
No. 402(a) on April 12, 2013.
Dated: '� l•J - ��
Marc A/Crum, Esquirr"'
Attorn y I.D. No.: 91273
Capo�zzi Adler, P.C.
P. Of Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
1 111111111 IIIII Illll lull IIII!111111 IIIN lull Illll 11111�Ill�llll�llll III Illl
CAPOZZI ADLER PC FKA CAPOZZI&ASSOCIATES,PC,A PA PROF.CORP. f� -rne Court Of C=MCd%k>
Plaintiff
vs. Venue
CRAIG FLASHNER,ET AL.
Defendant Docket Number:13 716
Person to be served(Name and Address):
CRAIG FLASHNER
5184 OXLEY PL AFFIDAVIT OF SERVICE
WESTLAKE VILLAGE CA 91362 (For Use by Private Service)
By serving:CRAIG FLASHNER
Attorney:MARC A CRUM, ESQ. Cost of Service pursuant to R.4:4-3(c)
Papers Served:NOTICE TO DEFEND,COMPLAINT,VERIFICATION, $
EXHIBITS
Service Data: XServed Successfully j J Not Served
Date/Time: Z4 112-1 IS 1`5 PM
XDelivered a copy to himlher personally Attempts: Date/Time:
Date/Time:
[ J Left a copy with a competent household member over 14 years of age Date/Time:
residing therein(indicate name&relationship at right)
Name of Person Served and relationship/title:
( J Left a copy with a person authorized to accept service,e.g.managing agent,
registered agent,etc.(indicate name&official title at right) c A t Q 1;:1Ct5norr-
j;?ersr)Cal Iv
Description of Person Accepting Service:
SEX: M AGE: 45 SSHEIGHT:Sou "S g WEIGHT: (W- (�b [ SKIN: \,tk1Q HAIR: IrOW OTHER:
Unserved:
[ J Defendant is unknown at the address furnished by the attorney
( J All reasonable inquiries suggest defendant moved to an undetermined address
[ J No such street in municipality
j J Defendant is evading service
j J No response on: Date/Time: _
Date/Tirne: - - - - - -
Date/Tlme: THERESA L.ST.GERMAINg
COMM.#1984504
Other: .�, ;:';, ic01ARY PUBLIC-CALIFORNIAG)
.y,
.. VENTURACOUNTY O
^'''��C•OMM.EXPIRES JULY 8,20161
Served Data: 1
Subscribed and Sworn to me i
/ was at the time of service a competent adult,over
ay of ,20�_ the age of 18 and not having a direct interest in the
litigation. I declare under penalty of perjury that the
Notary Signatur toreqoing is true rr ct.
A 120-13
Name of Notary Commi s' n Expiration Process erver Date
CAPOZZI ADLER, P.C. f/k/a IN THE COURT OF COMMON PLEAS OF
CAPOZZI &ASSOCIATES, P.C., CUMBERLAND COUNTY, PENNSYLVANIA
A Pennsylvania Professional Corporation,
Plaintiff
r� c;*
V. Docket No.: 13-716 C- 'V,
CRAIG FLASHNER, GS OPERATOR, LP T Y'
d/b/a GLENDALE UPTOWN HOME,MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD r -:
OPERATOR, LP, and PRESTIGE PA
MANAGER LLC ' c
Defendants Civil Action - Law -
ANSWER TO DEFENDANTS' PRELIMINARY OBJECTIONS
NOW COMES, Plaintiff, Capozzi Adler, P.C. ("Capozzi"), by and through its attorneys,
and files the following Answer to Preliminary Objections:
1. Admitted.
2. Denied. The Complaint is a writing which speaks for itself and any allegation
contrary to the language of the writing is strictly denied.
I. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT ONE OF
PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P. 1028(a)(2) (FAILURE
OF A PLEADING TO CONFORM TO LAW OR RULE OF COURT)
3. This is an incorporation paragraph to which no response is required.
4. Denied. The Pennsylvania Rules of Civil Procedure is a writing which speaks for
itself and any allegations contrary to the language of the writing is strictly denied.
5. Denied. The Pennsylvania Rules of Civil Procedure is a writing which speaks for
itself and any allegations contrary to the language of the writing is strictly denied.
6. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. By way of
further response, the quotation set forth in the paragraph appears in the cited case.
1
7. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. By way of
further response, the quotation set forth in the paragraph appears in the cited case.
8. Denied. The Pennsylvania Rules of Civil Procedure is a writing which speaks for
itself and any allegations contrary to the language of the writing is strictly denied.
9. Admitted in part and denied in part. Admitted that Count One of Capozzi's
Complaint, in part, arises from fee agreements and oral agreements to remit payment. Denied
that the summary offered in the allegation is a clear representation of Count One of Capozzi's
Complaint. The Complaint and Exhibits further detail the existence of contracts between the
parties, the duties imposed pursuant to the contracts, the Defendants' breach of those contracts,
and the damages suffered by Capozzi as a result of Defendants' breach.
10. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. The exhibits
attached to the Complaint include dated fee agreements and invoices which clearly reflect the
dates of service. As further response, the fee agreements between Capozzi and the Defendants,
attached as exhibits to the Complaint, state, in pertinent part, "In addition to the representation
described above, you may from time to time ask us to perform additional legal work or undertake
your representation in other matters. This letter constitutes your authorization for our Firm to
perform the additional legal work or represent you in other matters." (See Capozzi's Complaint,
Exhibits A-D).
11. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. The exhibits
attached to the Complaint include dated fee agreements and invoices which clearly reflect the
2
dates of service. As further response, the fee agreements between Capozzi and the Defendants,
attached as exhibits to the Complaint, state, in pertinent part, "In addition to the representation
described above, you may from time to time ask us to perform additional legal work or undertake
your representation in other matters. This letter constitutes your authorization for our Firm to
perform the additional legal work or represent you in other matters." (See Capozzi's Complaint,
Exhibits A-D).
12. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
13. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
II. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT ONE (BREACH OF
CONTRACT) OF PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P.
1028(a)(4) (LEGAL INSUFFICIENCY OF A PLEADING - DEMURRER)
14. This is an incorporation paragraph to which no response is required.
15. Admitted in part and denied in part. Admitted that Count One of Capozzi's
Complaint, in part, arises from fee agreements and oral agreements to remit payment. Denied
that the summary offered in the allegation is a clear representation of Count One of Capozzi's
Complaint. The Complaint and Exhibits further detail the existence of contracts between the
parties, the duties imposed pursuant to the contracts, the Defendants' breach of those contracts,
and the damages suffered by Capozzi as a result of Defendants' breach.
16. Admitted in part and denied in part. Admitted that the fee agreements between
Capozzi and Defendants are attached as exhibits to the Complaint. The fee agreements are
writings which speaks for themselves and any allegations contrary to the language of the writings
is strictly denied. As further response, the fee agreements between Capozzi and the Defendants,
3
state, in pertinent part, "In addition to the representation described above, you may from time to
time ask us to perform additional legal work or undertake your representation in other matters.
This letter constitutes your authorization for our Firm to perform the additional legal work or
represent you in other matters." (See Capozzi's Complaint, Exhibits A-D).
17. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. As further
response, the fee agreements between Capozzi and the Defendants, state, in pertinent part, "In
addition to the representation described above, you may from time to time ask us to perform
additional legal work or undertake your representation in other matters. This letter constitutes
your authorization for our Firm to perform the additional legal work or represent you in other
matters." (See Capozzi's Complaint, Exhibits A-D).
18. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. The
Operations Transfer Agreement clearly states "[Prestige PA Manager, LP] shall be responsible to
fund and pay any and all expenses accruing from and after the Transfer Date in connection with
[The Village at Pennwood] . . ." (See Paragraph 3.02 of the Operations Transfer Agreement
attached to Capozzi's Complaint as Exhibit G). As further response, the fee agreements between
Capozzi and the Defendants, state, in pertinent part, "In addition to the representation described
above, you may from time to time ask us to perform additional legal work or undertake your
representation in other matters. This letter constitutes your authorization for our Firm to perform
the additional legal work or represent you in other matters." (See Capozzi's Complaint, Exhibits
A-D).
19. Denied as a conclusion of law to which no response is required. To the extent a
4
i
response is required, the averments are denied and strict proof is demanded at trial. The
Operations Transfer Agreement clearly states "[Prestige PA Manager, LP] shall be responsible to
fund and pay any and all expenses accruing from and after the Transfer Date in connection with
[The Village at Pennwood] . . ." (See Paragraph 3.02 of the Operations Transfer Agreement
attached to Capozzi's Complaint as Exhibit G).
20. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
21. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. By way of
further response, the quotation set forth in the paragraph appears in the cited case.
22. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. As further
response, it is specifically denied that Capozzi's allegations are limited to legal work performed
for The Village at Pennwood. The fee agreements and client ledgers detail the content of the
services performed on behalf of the Defendants.
III. _DEFENDANTS' PRELIMINARY OBJECTION TO COUNT TWO (BREACH OF
IMPLIED CONTRACT) OF PLAINTIFF'S COMPLAINT PURSUANT TO
PA.R.C.P. 1028(a)(4) (LEGAL INSUFFICIENCY OF A PLEADING -
DEMURRER)
23. This is an incorporation paragraph to which no response is required.
24. Admitted in part and denied in part. Admitted that Count Two of Capozzi's
Complaint, in part, seeks damages for work performed for The Village of Pennwood. Denied
that the summary offered in the allegation is a clear representation of Count Two of Capozzi's
Complaint.
5
25. Denied. The fee agreements between Capozzi and the Defendants, state, in
pertinent part, "In addition to the representation described above, you may from time to time ask
us to perform additional legal work or undertake your representation in other matters. This letter
constitutes your authorization for our Firm to perform the additional legal work or represent you
in other matters." (See Capozzi's Complaint, Exhibits A-D). Further, the Complaint identifies
an oral agreement between Capozzi and Defendant Craig Flashner regarding the Glendale
Appeal and the Pennwood Appeal. (See Capozzi's Complaint, paragraph 23). The Complaint
further identifies numerous conversations between Capozzi and Defendant Craig Flashner
regarding legal services to be performed on behalf of the Defendants. (See Capozzi's Complaint,
paragraphs 29-32).
26. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. The
Operations Transfer Agreement clearly states "[Prestige PA Manager, LP] shall be responsible to
fund and pay any and all expenses accruing from and after the Transfer Date in connection with
[The Village at Pennwood] . . ." (See Paragraph 3.02 of the Operations Transfer Agreement
attached to Capozzi's Complaint as Exhibit G).
27. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
28. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. By way of
further response, the quotation set forth in the paragraph appears in the cited case.
29. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. As further
6
response, it is specifically denied that Capozzi's allegations are limited to legal work performed
for The Village at Pennwood. The fee agreements and client ledgers detail the content of the
services performed on behalf of the Defendants.
IV. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT THREE (QUANTUM
MERUIT) OF PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P. 1028(a)(4)
(LEGAL INSUFFICIENCY OF A PLEADING - DEMURRER)
30. This is an incorporation paragraph to which no response is required.
31. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
32. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
33. The Operations Transfer Agreement is a writing which speaks for itself and any
allegations contrary to the language of the writing is strictly denied. By way of further response,
the Operations Transfer Agreement clearly states "[Prestige PA Manager, LP] shall be
responsible to fund and pay any and all expenses accruing from and after the Transfer Date in
connection with [The Village at Pennwood] . . ." (See Paragraph 3.02 of the Operations Transfer
Agreement attached to Capozzi's Complaint as Exhibit G).
34. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
V. DEFENDANTS' PRELIMINARY OBJECTION TO COUNT FOUR OF
PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P. 1028(a)(2) (FAILURE
OF A PLEADING TO CONFORM TO LAW OR RULE OF COURT)
35. This is an incorporation paragraph to which no response is required.
36. Admitted.
37. Denied. The Pennsylvania Rules of Civil Procedure is a writing which speaks for
7
itself and any allegations contrary to the language of the writing is strictly denied.
38. Denied. The Pennsylvania Rules of Civil Procedure is a writing which speaks for
itself and any allegations contrary to the language of the writing is strictly denied.
39. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
40. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
41. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
VI. DEFENDANTS' PRELIMINARY OBJECTION TO THE ENTIRETY OF THE
PLAINTIFF'S COMPLAINT PURSUANT TO PA.R.C.P. 1028(a)(3)
(INSUFFICIENT SPECIFICITY IN A PLEADING)
42. This is an incorporation paragraph to which no response is required.
43. Denied. The Pennsylvania Rules of Civil Procedure is a writing which speaks for
itself and any allegations contrary to the language of the writing is strictly denied.
44. Denied. The Pennsylvania Rules of Civil Procedure is a writing which speaks for
itself and any allegations contrary to the language of the writing is strictly denied.
45. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. By way of
further response, the quotation set forth in the paragraph appears in the cited case.
46. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial. By way of
further response, the quotation set forth in the paragraph appears in the cited case.
47. Denied as a conclusion of law to which no response is required. To the extent a
8
response is required, the averments are denied and strict proof is demanded at trial.
48. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
49. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
50. Denied as a conclusion of law to which no response is required. To the extent a
response is required, the averments are denied and strict proof is demanded at trial.
WHEREFORE, Plaintiff, Capozzi Adler, P.C., respectfully requests that this Court enter
an Order dismissing Defendants' Preliminary Objections and grant such other relief as this Court
may deem just and proper.
Respectfully submitted,
CAPOZZI ADLER, P.C.
Dated: By:
Mar Crum, Esqui e
Attorn y I.D. No.: 91273
P. O. ox 5866
Harri urg, PA 17110
(717 233-4101
Attorney for Plaintiff
9
CAPOZZI ADLER, P.C. f/k/a IN THE COURT OF COMMON PLEAS OF
CAPOZZI &ASSOCIATES, P.C., CUMBERLAND COUNTY, PENNSYLVANIA
A Pennsylvania Professional Corporation,
Plaintiff
V. Docket No.: 13-716
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants Civil Action - Law
VERIFICATION
1, Andrew R. Eisemann, Esquire, do hereby verify that the facts made in the foregoing
Complaint are true and correct to the best of my knowledge, information and belief. I understand
that any false statements therein are subject to the penalties contained in Title 18 of the
Pennsylvania Consolidated Statutes Section 4904, relating to unsworn falsi cation to authorities.
Date:
5-/
0 �
Andrew i nn, Esquire
ttorney 1. 87441
Capozzi A lC.
P.O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
10
CAPOZZI ADLER, P.C. f/k/a IN THE COURT OF COMMON PLEAS OF
CAPOZZI & ASSOCIATES, P.C., CUMBERLAND COUNTY, PENNSYLVANIA
A Pennsylvania Professional Corporation,
Plaintiff
V. Docket No.: 13-716
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants Civil Action - Law
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing document was served on the following by
causing the same to be placed in the United States mail, first class, postage prepaid, addressed as
follows:
Benjamin J. Gladfelter, Esquire
John N. Kennedy, Esquire
Kennedy P.C.
PO Box 5100
Harrisburg, PA 17110
Dated: As
Marc Crum, Esquire L
Attor y I.D. No.: 91273
Cap zzi Adler, P.C.
P. O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
11
PRAECIPE FOR LISTING CASE FOR ARGUMENT
(Must be typewritten and submitted in triplicate)
TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for the next
Argument Court.) Capozzi Adler, P.C.
CAPTION OF CASE rri
(entire caption must be stated in full) _ �
(fir' `c=,
Capozzi Adler, P.C. f/k/a Capozzi & Associates, P.C. -< UC) CD
Craig Flashner, GS Operator, LP et al.
No. 716 2013 TTerm'1
1. State matter to be argued (i.e., plaintiff's motion for new trial, defendant's demurrer to
complaint, etc.):
Defendant's Preliminary Objections
2. Identify all counsel who will argue cases:
(a) for plaintiffs:
Marc A. Crum
(Name and Address)
P. O. Box 5866, Harrisburg, PA 17110
(b) for defendants:
Benjamin J. Gladfelter & John N. Kennedy
(Name and Address)
P. O. Box 5100, Harrisburg, PA 17110
3. I will notify all parties in writing within two days that this case has been listed for
argument.
4. Argument Court Date:
February 14,2014
Signat re
f(\ Vic. �. YYN
Pri r t your name
Plaintiff
Attorney for
Date: ���0�� 1'3
INSTRUCTIONS: Si` 1.04.
1. Original and two copies of all briefs must be filed with the COURT
ADMINISTRATOR(not the Prothonotary) before argument. ` 0274
2.The moving party shall file and serve their brief 14 days prior to argument.
3.The responding party shall file their brief 7 days prior to argument.
4. If argument is continued new briefs must be filed with the COURT R-31-a?
P2-11.
ADMINISTRATOR(not the Prothonotary) after the case is relisted.
CAPOZZI ADLER, P.C., f/k/a : IN THE COURT OF COMMON PLEAS OF
CAPOZZI AND ASSOCIATES, : CUMBERLAND COUNTY, PENNSYLVANIA
P.C., A PENNSYLVANIA
PROFESSIONAL CORPORATION,: CIVIL ACTION–LAW
Plaintiff NO. 13-0716 CIVIL
vs.
CRAIG FLASHNER, GS
OPERATOR, LP d/b/a GLENDALE :
UPTOWN HOME, MADISON .
HEALTHCARE MANAGEMENT, :
LLC, PENNWOOD OPERATOR :
LP, and PRESTIGE PA
•
MANAGER, LLC,
•
Defendants
IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS
BEFORE HESS, P.J., MASLAND AND PLACEY, J.J.
ORDER
AND NOW, this / 1� day of February, 2014, following argument thereon, the
preliminary objections of the defendants are OVERRULED.
BY THE COURT,
- %I
Kevin .Hess, P.J.
✓ Marc A. Crum, Esquire
P. O. Box 5866
Harrisburg, PA 17110
For the Plaintiff -a
w
✓ Benjamin J. Gladfelter, Esquire ter- —
kto
P. O. Box 5100 -< '
,< r
Harrisburg, PA 17110
For the Defendants Sc-)
C.4 .7140//
•E$ m 1L
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
•
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C., •
A Pennsylvania Professional Corporation, Civil Term
Plaintiff,
v. •
CRAIG FLASHNER, GS OPERATOR, LP •
d/b /a GLENDALE UPTOWN HOME, •
MADISON HEALTHCARE •
MANAGEMENT, LLC, PENNWOOD •
OPERATOR, LP,-And-PRESTIGE PA •
MANAGER, LLC; , •
Defendants.
Fr O HQNOt ? Y
2111411AR :14 41110: 24
MBE -ND-COUNTy
PEN SYlVANIA
Docket Number: 13 -716
DEFENDANTS' ANSWER,
NEW MATTER AND
• COUNTERCLAIM TO
PLAINTIFF'S COMPLAINT
Filed on behalf of Defendants
Counsel of Record for this Party:
Benjamin J. Glatfelter, Esquire
Attorney I.D. No. 203935
John N. Kennedy, Esquire
Attorney I.D. No. 68278
KENNEDY, PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110
(717) 233 -7100
jkennedy @kennedypc.net
Date: March 13, 2014
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a •
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation, •
Civil Term
Plaintiff,
V.
Docket Number: 13-716
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENN WOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants.
NOTICE
TO: CAPOZZI ADLER, P.C. f/k/a
CAPOZZI &ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation
YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE
DEFENDANTS' NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF
OR A JUDGMENT MAY BE ENTERED AGAINST YOU.
KENNEDY, PC LAW OFFIC
2
Glatfelter, squi
ey I.D. No.: 2 935
John N. Kennedy, Esquire
Attorney I.D. No.: 68278
KENNEDY, PC Law Offices
P.O. Box 5100
Harrisburg, PA 17110-0100
(717) 233-7100
Attorneys for Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff,
v
CRAIG FLASHNER, GS OPERATOR, LP
d/b /a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants.
Civil Term
Docket Number: 13 -716
NOTICE TO DEFEND — CIVIL
You have been sued in Court. If you wish to defend against the claim set forth in the following
pages, you must take action within (20) days after this Complaint and Notice are served, by entering a
written appearance personally or by an 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 or any other claim or relief requested by the plaintiff. You may lose money or
property 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 HELP.THIS OFFICE CAN PROVIDE YOU
WITH INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY ABLE TO
PROVIDE YOU WITH INFORMATION ABOUT PERSONS AT A REDUCED FEE OR NO FEE.
Cumberland County Bar Association
32 South Bedford Street
Carlisle, Pennsylvania 17013
Telephone No: (717) 249 -3166
3
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff,
v.
•
•
•
CRAIG FLASHNER, GS. OPERATOR, LP •
d/b /a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE •
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defenda
Civil Term
Docket Number: 13 -716
DEFENDANTS' ANSWER, NEW MATTER AND COUNTERCLAIM
TO, PLAINTIFF'S COMPLAINT
AND NOW, :COMES Defendants, Craig Flashner, GS Operator, LP d/b /a Glendale
Uptown Horne, Madison Healthcare Management, LLC, Pennwood Operator, LP and Prestige
PA Manager`, LLC (hereinafter collectively "Defendants "), by and through their attorneys,
Kennedy, P.C. Law Offices, and files the following Answer, New Matter and Counterclaim to
Plaintiff's Complaint, and in support thereof provides as follows:
1. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
2. Admitted.
3. Admitted.
4. Denied. Madison Healthcare, LLC is a limited liability corporation with its
principal place of business located at 1605 46th Street, Brooklyn, NY 11204.
5. Admitted.
6. Admitted.
7. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
8. Denied. By way of further response, the fee agreement attached to Plaintiff's
Complaint as Exhibit A is unsigned.
9. Admitted in part, denied in part. It is admitted only that on or about January 15,
2010, Madison Healthcare, through its Managing Member, Craig Flashner, entered into a written
fee agreement for Plaintiff's legal representation in connection with assistance and identification
of health care acquisition opportunities. All other allegations, express or implied, are specifically
denied. Further, Exhibit B, being in writing, speaks for itself.
10. Denied. By way of further response, the fee agreement attached to Plaintiffs
Complaint as Exhibit C is unsigned.
11. Admitted. By way of further response, the fee agreement strictly addressed legal
work to be performed for the conversion of Glendale Uptown Home to a Continuing Care
Retirement Community.
12. Admitted in part, denied in part. It is admitted only that on or about August 25,
2010, pursuant to a Confirmation of Change in Control of GS Operator, L.P. d/b /a Glendale
Uptown Horne, Wells Lexington Capital Group, LLC as New Sole Managing Member of GS
OM GP, LLC, as General Partner of GS Operator, L.P., assumed control of GS Operator, L.P.
5
d/b /a Glendale Uptown Home. All other allegations, express or implied, are specifically denied.
Further, Exhibit E, being in writing, speaks for itself.
13. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. Defendants denied the existence of certain fee agreements, above. Further, this
averment does not specify which fee agreements are referenced.
14. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. Defendants denied the existence of certain fee agreements, above. Further, this
averment does not specify which fee agreements are referenced.
15. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. Defendants denied the existence of certain fee agreements, above. Further, this
averment does not specify which fee agreements are referenced.
16. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. Defendants denied the existence of certain fee agreements, above. Further, this
averment does not specify which fee agreements are referenced.
17. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. !Defendants denied the existence of certain fee agreements, above. Further, this
averment does not specify which fee agreements are referenced.
18. Admitted in part, denied in part. It is admitted only that two checks are attached to
Plaintiff's Complaint as Exhibit F, which, being in writing, speak for themselves. All other
allegations, express or implied, are specifically denied because, after reasonable investigation,
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
averments contained in this paragraph.
19. Admitted.
20. Admitted in part, denied in part. It is admitted only that pursuant to the Operations
Transfer Agreement ( "OTA "), Colonial. Senior Living of Western PA, LLC and Prestige PA
Manager, LP agreed to co -manage the Village at Pennwood from the Commencement Date until
the Transfer Date or the earlier termination of the OTA, identified in the OTA as the "Co-
Management Period." All other allegations, express or implied, are specifically denied.
21. Denied. Paragraph 2.01 of the OTA does not identify Pennwood Operator, LP as
the designee of Prestige PA Manager, LLC.
22. Admitted in part, denied in part. It is admitted only that on the Transfer Date of
the OTA, Prestige PA Manager, LLC, or its designee, acquired and assumed the Transferred
Assets. Paragraph 3.02 of the OTA only obligates Prestige PA Manager, LLC, or its designee, to
pay any and all expenses accruing from and after the Transfer Date in connection with the
Facility. Paragraph 3.02 of the OTA clearly requires the prior operator, Colonial Senior Living
of Western PA, LLC, to pay any and all expenses accruing prior to the Transfer Date in
connection with the Facility. The Transfer Date was July 1, 2011. Despite the language of
Paragraph 3.02 of the OTA absolving Defendants of any responsibility for expenses accruing
prior to the
Transfer Date, and despite the fact Plaintiff represented Colonial Senior Living of
Western PA, LLC for the OTA negotiation, Plaintiff's Complaint seeks payment from
7
Defendants for legal fees accrued prior to the Transfer Date. All other allegations, express or
implied, are specifically denied.
23. Denied. It is specificallyy denied that on February 17, 2011, Attorney Donald
Reavey reached an oral agreement with Craig Flashner to continue to pursue the Glendale
Uptown Home / GS Operator 12/31/08 Medicaid Audit Appeal and the Village at Pennwood
12/31/08 Medicaid Audit Appeal. By way of further answer, after reasonable investigation,
Defendants are without knowledge or information sufficient to form a belief as to the remaining
factual averments and they are therefore specifically denied.
24. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
25. Denied. Craig Flashner specifically denies an oral agreement was reached with
Attorney Donald Reavey. All other allegations, express or implied, are specifically denied.
26. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
27. Denied. To the contrary, Defendants transferred responsibility of all active
appeals and other legal matters from Plaintiff to Kennedy, PC Law Offices. Further, Defendants
disputed certain invoices sent by Plaintiff, which led to the current litigation.
28. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
8
29. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
30. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
31. Admitted in part, denied in part. It is admitted only that a series of email
communications are attached to Plaintiffs Complaint as Exhibit H. It is specifically denied that
the email communications set forth in Exhibit H of Plaintiffs Complaint in any way
acknowledge and consent to all legal fees demanded in Plaintiffs Complaint. Defendants paid
Plaintiff over $180,000.00 in legal fees since May 2010 for undisputed invoices. The disputed
invoices that are the subject of Plaintiffs Complaint are for work performed for the prior
operators of Glendale Uptown Home and the Village at Pennwood. Upon information and
belief, the prior operators of Glendale Uptown Home and the Village at Pennwood stopped
paying their bills, which is why Plaintiff is now seeking payment from Defendants. Defendants
specifically deny responsibility for the remaining unpaid invoices that are the subject of
Plaintiffs Complaint.
32. Admitted in part, denied in part. It is admitted only that copies of checks drafted
to "Capozzi & Associates, P.C." are attached to Plaintiffs Complaint as Exhibit I. All other
allegations, express or implied, are specifically denied.
33. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
9
COUNT I — BREACH OF CONTRACT
34. Defendants incorporate herein by reference paragraphs 1 through 33, above, as
though the same were set forth herein at length.
35. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
36. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
37. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
38. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
39. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
40. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
41. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
10
42. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
43. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
44. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
45. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
46. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph. Further, Defendants denied the existence of certain fee agreements, above.
47. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
48. Admitted in part, denied in part. It is admitted only that Plaintiff contacted
Defendants seeking payment of the disputed invoices that are the subject of Plaintiff's
Complaint. Defendants specifically deny responsibility for the disputed invoices that are the
subject ofthe Plaintiff's Complaint. All other allegations, express or implied, are specifically
denied.
11
49. Denied. Craig Flashner specifically denies ever assuring Plaintiff that payment
would be made for the disputed invoices that are the subject of Plaintiff's Complaint.
50. Denied.
51. Admitted in part, denied in part. It is admitted only that Defendants refuse to pay
the disputed invoices that are the subject of Plaintiff's Complaint. Defendants paid Plaintiff over
$180,000.00 in legal fees since May 2010 for undisputed invoices.
52. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
WHEREFORE, Defendants demand the entry of judgment in their favor dismissing
Plaintiff's Complaint with prejudice and awarding costs and counsel fees.
COUNT II — BREACH OF IMPLIED CONTRACT
53. Defendants incorporate herein by reference paragraphs 1 through 52, above, as
though the same were set forth herein at length.
54. Denied. It is specifically denied that on or about May 4, 2010, Defendants agreed
to pay Plaintiff in exchange for legal services and that Craig Flashner agreed to pay Plaintiff
pursuant to the Retainer Check forwarded. The fee agreement executed on or about May 4, 2010
was signed on behalf of GS Operator, L.P. only and was in contemplation of work to be
conducted for the conversion of Glendale Uptown Home to a Continuing Care Retirement
Community.
55. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
12
paragraph.
56. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the avenments contained in this.
paragraph.
57. Admitted in part, denied in part. It is admitted only that Defendants refuse to pay
the disputed invoices that are the subject of Plaintiff's Complaint. Defendants paid Plaintiff over
$180,000.00 in legal fees since May 2010 for undisputed invoices.
58. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
59. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
60. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
61. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive ;pleading is required.
WHEREFORE, Defendants demand the entry of judgment in their favor dismissing
Plaintiff's Complaint with prejudice and awarding costs and counsel fees.
COUNT III — QUANTUM MERUIT (UNJUST ENRICHMENT)
62. Defendants incorporate herein by reference paragraphs 1 through 61, above, as
though the same were set forth herein at length.
13
63. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
64. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
65. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
66. Denied. After reasonable investigation Defendants are without knowledge or
information sufficient to form a belief as to the truth of the averments contained in this
paragraph.
67. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
68. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
69. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
70. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
71. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
72. Admitted in part, denied in part. It is admitted only that Defendants refuse to pay
the disputed invoices'that are the subject of Plaintiff's Complaint. Defendants paid Plaintiff over
$180,000.00 in legal fees since May 2010 for undisputed invoices.
73. Denied.
14
WHEREFORE, Defendants demand the entry of judgment in their favor dismissing
Plaintiff's Complaint with prejudice and awarding costs and counsel fees.
COUNT. IV — PIERCING THE CORPORATE VEIL
Defendant Craig Flashner
74. Defendants incorporate herein by reference paragraphs 1 through 73, above, as
though the same were set forth herein at length.
75. Denied. It is specifically denied that Craig Flashner treats the assets of GS
Operator, LP, Madison Healthcare Management, LLC and Prestige PA Manager, LP as his own
and strict proof therefore is hereby demanded.
76. Denied. It is specifically denied that Craig Flashner used corporate funds to pay
his private debts and strict proof therefore is hereby demanded.
77. Denied. It is specifically denied that Craig Flashner failed to keep separate
corporate books and strict proof therefore is hereby demanded.
78. Denied. It is specifically denied that Craig Flashner failed to observe corporate
formalities and strict proof therefore is hereby demanded.
79. Denied. It is specifically denied that Craig Flashner failed to provide adequate
capitalization for the corporation to pay potential liabilities and strict proof therefore is hereby
demanded. To the contrary,, Defendants feel strongly they are not liable for the debt sought by
Plaintiff and are paying Kennedy, PC Law Offices to defend this action rather then pay Plaintiff
money to which Plaintiff is not entitled.
80. Denied. It is specifically denied that GS Operator, LP, Madison Healthcare
Management, LLC and Prestige PA Manager, LP do not currently have enough unencumbered
capital to pay its potential liabilities and strict proof therefore is hereby demanded. To the
15
contrary, Defendants feel strongly they are not liable for the debt sought by Plaintiff and are now
paying Kennedy, PC Law Offices to defend this action rather than pay Plaintiff for money to
which Plaintiff is not entitled.
81. Denied. It is specifically denied that GS Operator, LP, Madison Healthcare
Management, LLC and Prestige PA Manager, LP are currently organized solely for the purpose
of avoiding Craig Flashner's personal liabilities and strict proof therefore is hereby demanded..
82. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
83. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
84. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
85. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
86. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
87. Denied. It is specifically denied that Plaintiff suffered financial harm in the
amount of $36,903.69 as a direct result of Craig Flashner's conduct.
WHEREFORE, Defendants demand the entry of judgment in their favor dismissing
Plaintiffs Complaint with prejudice and awarding costs and counsel fees.
16
NEW MATTER
AND NOW, Defendants, by and through their counsel, Kennedy, PC Law Offices, sets
forth the following New Matter as to Plaintiff:
88. Defendants incorporate herein by reference paragraphs 1 through 87, above, as
though the same were set forth herein at length.
89. Plaintiff's claims are barred by the applicable statute of limitations.
90. Plaintiff's claims are barred by the doctrine of unclean hands.
91.' Plaintiff's damages or losses, if any, were caused in whole, or in part, by the acts
and/or omissions of third- parties over whom answering Defendants have no control.
92. Plaintiff's claims are barred by a failure of consideration.
WHEREFORE, Defendants demand judgment on the New Matter against Plaintiff, that
Plaintiff's, Complaint be dismissed with prejudice, and that Defendants be awarded reasonable
counsel fees, reimbursement of costs and expenses of litigation, and any further relief that this
Honorable Court deems appropriate.
17
COUNTERCLAIM
COUNT ONE: UNJUST ENRICHMENT
93. Defendants incorporate herein by reference paragraphs 1 through 92, above, as
though the same were set forth herein at length.
94. Plaintiff, Capozzi, presented the following invoices to Defendants for payment:
a. Invoice Number 55898 dated 12/09/10 in the amount of $350.00 (See Invoice
attached hereto as Exhibit D -1.);
b. Invoice Number 55486 dated 11/12/10 in the amount of $200.00 (See Invoice
attached hereto as Exhibit D -2.);
c. Invoice Number 55085 dated 10/15/10 in the amount of $395.00 (See Invoice
attached hereto as Exhibit D -3.); and
d. Invoice Number 54666 dated 9/8/10 in the amount of $33.67. (See Invoice
attached hereto as Exhibit D -4.)
95. Invoice Numbers 55898, 55486, 55085 and 54666 (collectively "Invoices ") relate
only to work done for the FYE 12/31/08 Village at Pennwood Medical Assistance audit appeal.
96. All time entries listed on the Invoices relate to work performed for the Village at
Pennwood from August 2010 through November 2010.
97. Pursuant to Paragraph 3.02 of the Operations Transfer Agreement, the prior
operator, Colonial Senior Living of Western PA, LLC is responsible for any and all expenses
accruing prior to the Transfer Date. (See Plaintiff's Complaint, Exhibit G, Paragraph 3.02.)
98. The Transfer Date was July 1, 2011.
99. Pursuant to the Operations Transfer Agreement, Colonial Senior Living of
Western PA, LLC is responsible for payment of the Invoices because they were incurred from
August 2010 through November 2010, well before the Transfer Date of July 1, 2011.
18
100. Plaintiff, Capozzi, negotiated the Operations Transfer Agreement on behalf of
Colonial Senior Living of Western, PC, LLC and, therefore, should be aware of the terms of the
Operations Transfer Agreement.
101. On July 22, 2011, through accident and mistake, Defendants paid the Invoices.
(See Copy of Payment Check attached hereto as Exhibit D -5.)
102. As a result of the aforementioned, Plaintiff, Capozzi, has become unjustly
enriched at Defendant's expense.
WHEREFORE Counterclaim Plaintiffs, Craig Flashner, GS Operator, LP d/b /a Glendale
Uptown Home, Madison Healthcare Management, LLC, Pe wood Operator, LP and Prestige
PA Manager, LLC, demand the Court order Counterclaim Defendant, Capozzi Adler, P.C. flk/a
Capozzi & Associates, P.C., to pay $978.67, plus attorney's fees, court costs, late fees, and any
other relief the Court may deem appropriate.
Date:
By:
Respectfully submitted,
19
!Glatfelter, Es • . re
.D. No.: 20393
John N. Kennedy, Esquire
Attorney I.D. No.: 68278
KENNEDY, PC Law Offices
P.O. Box 5100
Harrisburg, PA 17110 -0100
(717) 233 -7100
Attorneys for Defendants
6009-13 —Answer, New Matter and Counterclaim
RIFICATION
The undersigned hereby verifies the statements of fact in the foregoing document are true
and correct to the best of his/her knowledge, information, and belief. He/She understands any
false statements therein are subject to the penalties contained in 18 Pa. C. S. § 4904, relating to
unsworn falsification to authorities.
Date: 3-13
I Li
Craig Flashner, Personally, as Managing
Member of the General Partners of GS
Operator, LP d/b/a Glendale Uptown Home,
as Managing Member of Madison
Healthcare Management, LLC, as Managing
Member of the General Partners of
Pennwood Operator, LP d/b/a the Village at
Pennwood, and as Managing Member of
Prestige PA Manager, LLC
EXHIBIT D -1
Ph:(717) 233 -4101
Tracy Sipe
Prestige Health Care
7400 New Lagrange Road
Louisville, KY 40222
Capozzi & Associates, P.C.
2933 North Front Street
Harrisburg, PA 17110
Fax:(717) 233 -4103
EIN #: 23- 2911821
December 9, 2010
File #: 405 -10
Inv #: 55898
RE: Village of Pennwood MA Audit Appeal FYE 12/31/08
DATE DESCRIPTION HOURS AMOUNT TIMEKEEPER
Nov -09 -10 Review of Department of Welfare entry of 0,20 50.00 DKN
appearance
Nov -18 -10 Review of/draft e -mails re Settlement position; 1.00 250.00 LJC
conference with Tim Ziegler re Auditor
discussions /game plan
Nov -20 -10 Draft e-mail to Scott re Settlement of MA 0.20 50.00 LJC
Audit Appeal
Totals 1.40 $350.00
Total Fees & Disbursements
$350.00
Due Date: 30 Days From Date of invoice. Any claims or disputes regarding this invoice or any items thereon
must be submitted In writing within 15 days of receipt.
Please put Invoice Number on your check, Thank You 0A,
E)Tiff 1' D -2
Ph :(717) 233 -4101
Tracy Sipe
Prestige Health Care
7400 New Lagrange Road
Louisville, KY 40222
Capozzi & AsssoFia es, P.C. 3 Front
Harrisburg, PA 17110
Fax:(717) 233 -4103
RE: Village of Pennwood MA Audit Appeal FYE 12/31/08
DATE
BIN #: 23- 2911821
November 12, 2010
File #: 405 -10
miv #: 55486
DESCRWTION HOURS AMOUNT TIMEKEEPER
Oct -27 -10 Draft and send Provider's Mandatory Initial 2.00 180.00
Disclosures
Oct -29 -10 Office conference with Dawn Richards re 0.10 20.00
mandatory initial disclosures and status of
discovery
Totals 2.10 $200.00
Total Fees & Disbursements $200.00
Due Date: 30 Days From Date of Invoice. Any claims or disputes regarding this invoice or any items thereon
must be submitted in writing within 15 days of receipt.
Please put Invoice Number on your check, Thank You
Exutilitr
Ph: (717) 233 -4101
Tracy Sipe
Prestige Health Care
7400 New Lagrange Road
Louisville, KY 40222
Capozzi & Associates, P.C.
2933 North Front Street
Harrisburg, PA 17110
Fax:(717) 233-4103
Village of Pennwood MA Audit Appeal FYE 12/31/08
EIN #: 23- 2911821
October 15, 2010
File #: 405 -10
Inv #: 55085
DATE DESCRIPTION HOURS AMOUNT TIMEKEEPER
Sep -01 -10 Prepared Request for Hearing for MA Audit of 2.00 300.00 DLR
FYE 12/31/08
Sep -06 -10 Review of/draft a -mails Craig Adler /Jeff Shore 0.30 75.00 LJC
re Conestoga; review of/draft a -mails Bob re
status of deal commitment/options; draft
e -mail re amended Appeal
Sep -22 -10 Office conference with Dawn Richards re 0.10 20.00
filing of request for hearing and work
papers/Discovery
Totals 2.40 $395.00
Total Fees & Disbursements
$395.00
Due Date: 30 Days From Date of invoice. Any claims or disputes regarding this invoice or any items thereon
must be submitted in writing within 16 days of receipt,
Please put Invoice Number on your check, Thank You
EXHIBIT D -4
Ph :(717) 233 -4101
Tracy Sipe
Prestige Health Care
7400 New Lagrange Road
Louisville, KY 40222
Capozzi & Associates, P.C.
2933 North Front Street
Harrisburg, PA 17110
Fax:(717) 233 -4103
EIN #: 23- 2911821
September 8, 2010
File #: 405 -10
Inv #: 54666
RE: Village of Pennwood MA Audit Appeal FYE 12/31/08
DATE DESCRIPTION HOURS AMOUNT TIMEKEEPER
Aug -25 -10 Review /draft a -mails re MA audit/effect on 0.50 125.00 LJC
rates
Aug -26 -10 Draft e-mail to Scott re 12/31/08 MA Audit 1.00 250.00 LJC
Aug -27 -10 Draft e-mail to Dawn Richards re preparation 0.50 125.00
or BHA appeal
Telephone call from Scott Colver re appeal 1.80 450.00
issues/next steps
Analysis and review of audit report; a -mails 0.90 225.00 DKN
from and to Tim Ziegler, Lou Capozzi and
Dawn Richards regarding same
Aug -31 -10 Telephone call from Scott Colver re appeal; 1.00 250.00
review /draft e-mails re appeal issues
Review and respond to multiple e-mails 1.20 300.00 DKN
regarding appeal needed and review of draft
appeal
LJC
LJC
LJC
Totals 6.90 $1,725.00
Invoice #: 54666
Page 2 September 8, 2010
Total Fees & Disbursements
Due Date: 30 Days From Date of Invoice. Any claims or disputes regarding this Invoice or any i
must be submitted in writing within 15 days of receipt.
Please put Invoice Number on your check, Thank You
CL)
EXHIBIT D -$
Village at Pennwood
7400 New Lagrange Road, Suite 100
Louisville, KY 40222
Stub 1 of 1
VENDOR NAME
CHECK DATE
CHECK NUMBER
AMOUNT
Capozzi & Associates, P.C.
07122/11
1017
"115,007.67"
Invoice Number
Description
PO No
Date
Amount
Discount
Net Amount
59061
POSSIBLE PURCHASE OF VAP
06/13/11
$2,700.00
$2,700.00
58453
YR 15 CASE -MIX RATE APPEAL
05/16/11
$75.00
$75.00
58452
VAP MA AUDIT APPEAL FYE 12/31/08
05/16/11
$125.00
$125.00
58640
POSSIBLE PURCHASE OF VAP
05/16/11
$1,004.00
$1,004.00
58115
POSSIBLE PURCHASE OF VAP
04/14/11
$125.00
$125.00
55898
VAP MA AUDIT APPEAL FYE 12/31/08
12/09/10
$350.00
$350,00
55486
VAP MA AUDIT APPEAL FYE 12/31/08
11/12/10
$200.00
$200.00
55085
VAP MA AUDIT APPEAL FYE 12/31/08
10/15/10
$395.00
$395.00
54666
VAP MA AUDIT APPEAL FYE 12/31/08
09/08/10
$33.67
$33.67
Village at Pennwood
7400 New Lagrange Road, Suite 100
Louisville, KY 40222
Five - Thousand -Seven and 67/100 dollars
PAY
TO THE
ORDER
OF
Capozzi & Associates, P.C.
2933 North Front St
HARRISBURG PA 17110
PLEASE DETACH BEFORE DEPOSITING
The Prjwate Bank
Chi 60602
P�
GCNO EXACTL D5,OO L dOLS6 / C LS
4 /V $5,007.67
21- 1397/124
No. 1017
DATE 07/22/11
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. Vida
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff
V.
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE :
MANAGEMENT, LLC, PENNWOOD .
OPERATOR, LP, and PRESTIGE PA :
MANAGER, LLC, .
Defendants.
Civil Term
Docket Number: 13-716
CERTIFICATE OF. SERVICE
I, the undersigned, hereby certify that on March 13, 2014, Kennedy, PC Law Offices sent
a copy of the attached Defendants' Answer, New Matter and Counterclaim to Plaintiff's
Complaint to the following via FedEx Overnight Delivery as follows:
Date:
Marc A. Crum, Esquire
Capozzi Adler, PC.
P.O. Box 5866
Harrisburg, PA 17110
By:
. G a el , squire
A
f
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation
Plaintiff
v.
CRAIG FLASHNER, GS OPERATOR, LP
d/b /a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: Docket No.: 13 -716
: Civil Action - Law
NOTICE TO PLEAD
TO: CRAIG FLASHNER, GS OPERATOR, LP
d/b /a GLENDALE UPTOWN HOME, MADISON
HEALTHCARE MANAGEMENT, LLC,
PENNWOOD OPERATOR, LP, and
PRESTIGE PA MANAGER, LLC,
YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE
PLAINTIFF'S NEW MATTER TO DEFENDANTS' COUNTERCLAIM WITHIN TWENTY
(20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST
YOU.
1
CAPOZZI ADLER, P.C.
Marc
Atto
Ca
Crum, Esqui
ey I.D. No.: 91273
zzi Adler, P.C.
P. • . Box 5866
Harrisburg, PA 17110
(717) 233 -4101
Attorney for Plaintiff
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v. : Docket No.: 13 -716
CRAIG FLASHNER, GS OPERATOR, LP
d/b /a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC, •
Defendants : Civil Action — Law
PLAINTIFF'S ANSWER TO NEW MATTER AND COUNTERCLAIM AND
NEW MATTER TO DEFENDANTS' COUNTERCLAIM
NOW COMES Plaintiff, Capozzi Adler, P.C. ( "Capozzi "), by and through its attorneys,
and files the following Answer to Defendants' New Matter and Counterclaim and New Matter to
Defendants' Counterclaim as follows:
NEW MATTER
88. Plaintiff repeats and alleges the prior allegations of the Complaint as if fully set
forth at length.
89. Denied as a conclusion of law to which no response is required.
90. Denied as a conclusion of law to which no response is required.
91. Denied. Proof of Capozzi's damages or losses caused by the acts and/or
omissions of third- parties is demanded at trial and this paragraph is strictly denied.
92. Denied as a conclusion of law to which no response is required.
COUNTERCLAIM
COUNT ONE: UNJUST ENTRICHMENT
93. Plaintiff repeats and alleges the prior allegations as if fully set forth at length.
94. Admitted.
2
a. Admitted.
b. Admitted.
c. Admitted.
d. Admitted.
95. Denied. The Invoices are writings which speak for themselves, and any
allegations contrary to the language of the writings are strictly denied.
96. Admitted in part and denied in part. Admitted only that the time entries are for
work performed from August 2010 through November 2010. All other allegations are strictly
denied.
97. Denied. The Operations Transfer Agreement is a writing, which speaks for itself,
and any allegations contrary to the language of the writing are strictly denied. Attorney Donald
Reavey reached an oral agreement with Defendant Flashner to continue to pursue the Glendale
Uptown Home/ GS Operator 12/31/08 Medicaid Audit Appeal ( "Glendale Appeal ") and the
Village at Pennwood 12/31/08 Medicaid Audit Appeal ( "Pennwood Appeal "). Attorney Reavey
expressly asked Defendant Flashner if he "wanted him to continue with the appeals." At that
time, Defendant Flashner agreed to cooperate with pursuing the appeals to DPW, and he agreed
to pay all legal fees associated with the Glendale and Pennwood Appeals because he knew that
his entities would financially benefit from the Appeals.
98. Denied. The Operations Transfer Agreement is a writing, which speaks for itself,
and any allegations contrary to the language of the writing are strictly denied.
99. Denied. The Operations Transfer Agreement is a writing, which speaks for itself,
and any allegations contrary to the language of the writing are strictly denied.
100. Admitted in part and denied in part. Admitted that Capozzi negotiated the
3
Operations Transfer Agreement on behalf of Colonial Senior Living of Western PA, LLC. All
other allegations are strictly denied.
101. Denied. Capozzi lacks sufficient knowledge, information, or belief to either
admit or deny the allegations of this paragraph. If further answer is required, this paragraph is
strictly denied.
102. Denied as a conclusion of law to which no response is required.
COUNTERCLAIM NEW MATTER
103. Plaintiff repeats and alleges the prior allegations as if fully set forth at length.
104. Defendants' employees and Defendants' officers are sophisticated business persons
and were capable during the business relationship to review the monthly invoices to determine the
nature of the fees incurred.
105. Defendants' claim for relief is barred by the doctrine of payment, as Defendants'
payments in response to the invoices on July 22, 2011 evidence defendants' acceptance of the fees
charged for the services provided.
106. Capozzi mailed periodic Invoices to Defendants for services rendered on behalf of the
Defendants.
107. The Fee Agreements state, "It is imperative, under the terms of this agreement, that
you notify us in writing of any disputed billing, within 15 days of your receipt of a bill. If we do not
receive written notice within 15 days, the Parties agree that the amount of the bill can no longer be
disputed and that said amount is due and owing." True and correct copies of the Fee Agreements are
attached to Capozzi's Complaint as Exhibits A -D.
108. Defendants did not dispute any of the Invoices.
109. Defendants had a duty to review the Invoices.
4
110. Any damages claimed by Defendants, none of which is admitted by Capozzi, were
caused solely by Defendants' negligence and failure to act in a commercially reasonable manner.
WHEREFORE, Plaintiff, Capozzi Adler, P.C., demands judgment in its favor,
dismissing Defendants' New Matter and Counterclaim with prejudice, awarding costs and
counsel fees and granting such other relief as this Court deems just and proper.
CAPOZZI LER, P.C.
Dated:
5
Marc :. Crum, Esquire
Atto ey I.D. No.: 91273
C . 1 ozzi Adler, P.C.
P. O. Box 5866
Harrisburg, PA 17110
(717) 233 -4101
Attorney for Plaintiff
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff
v.
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON 'HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
: IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
: Docket No.: 13-716
: Civil Action - Law
VERIFICATION
I, Andrew R. Eisemann, Esquire, do hereby verify that the facts made in the foregoing
Answer and New Matter are true and correct to the best of my knowledge, information and
belief I understand that any false statements therein are subject to the penalties contained in
Title 18 of the Pennsylvania Consolidated Statutes Section 4904, relating to unsworn
falsification to authorities.
Date:
6
Esquire
Attorney I.D. o. 8 44
Capozzi Adle
P.O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Managing Partner
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v. Docket No.: 13-716
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, 1 P, and PRESTIGE PA
MANAGER, LLC, •
Defendants : Civil Action - Law
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing document was served on the following by
causing the same to be placed in the United States mail, first class, postage prepaid, addressed as
follows:
Benjamin J. Gladfelter, Esquire
John N. Kennedy, Esquire
Kennedy P.C.
PO Box 5100
Harrisburg, PA 17110
7
CAPOZZI ADLER, P.C.
Marc . Crum, Esquire
Attrney I.D. No.: 91273
pozzi Adler, P.C.
. 0. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C., •
A Pennsylvania Professional Corporation, • • Civil Term
Plaintiff,
v.
CRAIG FLASHNER, GS OPERATOR, LP
d/b /a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants.
Docket Number: 13 -716 �t
n 9
r--c�
N
NV
c
DEFENDANTS' ANSWER TO
COUNTERCLAIM NEW
MATTER
Filed on behalf of Defendants
Counsel of Record for this Party:
Benjamin J. Glatfelter, Esquire
Attorney I.D. No. 203935
John N. Kennedy, Esquire
Attorney I.D. No. 68278
KENNEDY, PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110
(717) 233 -7100
jkennedy @kennedypc.net
Date: April 21, 2014
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f /k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff,
v.
•
•
•
•
•
CRAIG FLASHNER, GS OPERATOR, LP
d/b /a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE •
MANAGEMENT, LLC, PENNWOOD •
OPERATOR, LP, and PRESTIGE PA •
MANAGER, LLC,
Defendants.
Civil Term
Docket Number: 13 -716
DEFENDANTS' ANSWER TO COUNTERCLAIM NEW MATTER
AND NOW, COMES Defendants, Craig Flashner, GS Operator, LP d/b /a Glendale
Uptown Home, Madison Healthcare Management, LLC, Pennwood Operator, LP and Prestige
PA Manager, LLC (hereinafter collectively "Defendants "), by and through their attorneys,
Kennedy, P.C. Law Offices, and files the following Answer to Counterclaim New Matter, and in
support thereof provides as follows:
103. This paragraph repeats and alleges Plaintiff's prior allegations as if fully set forth
at length. Defendants likewise repeat and allege their prior allegations as if fully set forth at
length.
104. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
2
105. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
106. Admitted in part, denied in part. It is admitted only that Capozzi mailed periodic
invoices to Defendants. It is denied that all invoices mailed to Defendants were for services
rendered on behalf of Defendants. Rather, the disputed invoices were for services performed for
the prior operator of the Village at Pennwood, Colonial Senior Living of Western PA, LLC.
107. Admitted in part, denied in part. It is admitted only that the Fee Agreements
attached to Plaintiff's Complaint as Exhibits A -D state, "It is imperative, under the terms of this
agreement, that you notify us in writing of any disputed billing, within 15 days of your receipt of
a bill. If we do not receive written notice within 15 days, the Parties agree that the amount of the
bill can no longer be disputed and that said amount is due and owing." Defendants deny the
terms of the Fee Agreements attached to Plaintiff's Complaint as Exhibits A -D preclude
Defendants from disputing the invoices identified in Defendants' Counterclaim for the following
reasons: i) the fee agreement attached to Plaintiff's Complaint as Exhibit A is unsigned, ii) the
fee agreement attached to Plaintiff's Complaint as Exhibit B was executed on behalf of Madison
Healthcare, through its Managing Member, Craig Flashner, for Plaintiff's legal representation in
connection with assistance and identification of health care acquisition opportunities, iii) the fee
agreement attached to Plaintiff's Complaint as Exhibit C is unsigned, and iv) the fee agreement
attached to Plaintiff's Complaint as Exhibit D strictly addressed legal work to be performed for
the conversion of Glendale Uptown Home to a Continuing Care Retirement Community. All
other allegations, express or implied, are specifically denied. Further, Exhibits A -D of Plaintiff's
Complaint, being in writing, speak for themselves.
108. Denied.
109. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
110. Denied. The allegations contained in this paragraph are conclusions of law to
which no responsive pleading is required.
WHEREFORE Defendants, Craig Flashner, GS Operator, LP d/b /a Glendale Uptown
Home, Madison Healthcare Management, LLC, Pennwood Operator, LP and Prestige PA
Manager, LLC, demand the Court order Plaintiff, Capozzi Adler, P.C. f/k/a Capozzi &
Associates, P.C., to pay $978.67, plus attorney's fees, court costs, late fees, and any other relief
the Court may deem appropriate.
Date: 04111114
Respectfully submitted,
By: 1 C O I l..f"
ai
1 'I11
enj in J. Glat de ter, Esquire
Attorney I.D. No.: 203935
John N. Kennedy, Esquire
Attorney I.D. No.: 68278
KENNEDY, PC Law Offices
P.O. Box 5100
Harrisburg, PA 17110 -0100
(717) 233-7100
4
Attorneys for Defendants
6009 -13 — Answer to Counterclaim New Matter
VERIFICATION
The undersigned hereby verifies the statements of fact in the foregoing document are true
and correct to the .best of his/her knowledge, information, and belief He/She understands any
false statements therein are subject to the penalties contained in 18 Pa. C. S. § 4904, relating to
unsworn falsification to authorities.
Date: "f(y t (t4
5
SIGNATURE:
Craig Flashner, Personally, as Managing
Member of the General Partners of GS
Operator, LP d/b /a Glendale Uptown Home,
as Managing Member of Madison
Healthcare Management, LLC, as Managing
Member of the General Partners of
Pennwood Operator, LP d/b /a the Village at
Pennwood, and as Managing Member of
Prestige PA Manager; LLC
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff,
v.
Civil Term
Docket Number: 13-716
CRAIG FLASHNER, GS OPERATOR, LP -
d/b/a GLENDALE UPTOWN HOME, •
.
MADISON HEALTHCARE •
. [
MANAGEMENT, LLC, PENNWOOD •
OPERATOR, LP, and PRESTIGE PA •
MANAGER, LLC, •
Defendants.
CERTIFICATE OF SERVICE
I, the undersigned, hereby certify that on April 21, 2014, Kennedy, PC Law Offices sent a
copy of the attached Defendants' Answer to Counterclaim New Matter to the following via
FedEx Overnight Delivery as follows:
Date: D4
Marc A. Crum, Esquire
Capozzi Adler, P.C.
1200 Camp Hill Bypass
Camp Hill, PA 17011
By:
en in J. Glat lter, Esquire
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
•
•
CAPOZZI ADLER, P.C. f/k/a •
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
•
Plaintiff,
v.
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants.
Civil Term
Docket Number: 13-716
MOTION FOR PROTECTIVE ORDER AND
FOR PAYMENT OF DEFENDANTS' ATTORNEYS' FEES
AND NOW, COMES Defendants, Craig Flashner, GS Operator, LP d/b/a Glendale
Uptown Home, Madison Healthcare Management, LLC, Pennwood Operator, LP and Prestige
PA Manager, LLC (hereinafter collectively "Defendants"), by and through their attorneys,
Kennedy, P.C. Law Offices, and files the following Motion for Protective Order and for Payment
of Defendants' Attorneys' Fees, and in support thereof provides as follows:
I. BACKGROUND
1. The above -captioned matter was commenced by the Plaintiff, Capozzi Adler, P.C.
f/k/a Capozzi & Associates, P.C., by the filing of a Complaint with the Cumberland County
Court of Common Pleas on February 11, 2013. Said Complaint was reinstated on April 1, 2013.
2. As best as can be discerned by Defendants, Plaintiff's Complaint consists of three
counts leveled against Defendants, collectively, for Breach of Contract, Breach of Implied
Contract, and Quantum Meruit, and one count leveled against Defendant, Craig Flashner,
personally seeking to "Pierce the Corporate Veil."
3. Plaintiff's Complaint asserts claims against Defendants for unpaid legal fees.
4. Since May 2010, Defendants paid in excess of $180,000.00 to Plaintiff for legal
fees in which Defendants did not dispute.
5. Defendant, Craig Flashner, is a sophisticated business person who pays his bills
when due and does not shirk his legitimate payment obligations.
6. The contested legal fees sought by Plaintiff in the instant litigation were for work
performed by Plaintiff for the prior owners of the Village at Pennwood and Glendale Uptown
Home; however, as the prospect of recovering payment from the prior owners is minimal,
Plaintiff sought payment of these legal fees from Defendants.
7. Although several defendants are named in this matter, Plaintiff's efforts are
focused exclusively on attempting to hold Defendant, Craig Flashner, personally liable for this
debt.
8. On or around May 5, 2014, Plaintiff served Defendants with extensive
Interrogatories and Requests for Production of Documents.
9. Although denying all liability for Plaintiff's baseless claims, Defendants made a
settlement offer on June 5, 2014 in the amount of $18,247.19, which is roughly 50% of the
demanded amount, to avoid the costly expense of responding to Plaintiff's extensive discovery
requests and to avoid the likelihood of incurring additional legal fees to defend this matter.1
10. On June 25, 2014, Plaintiff rejected Defendants' settlement offer of $18,247.19,
declined to make a counteroffer and requested responses to its discovery �rq
e uests within ten
days.
11. On July 3, 2014, Defendants' counsel sent a letter to David Fitzsimons, Esquire,
Chair of the Cumberland County Bar Association's ADR and Fee Dispute Committees, inquiring
as to the availability of the Cumberland County Bar Association's ADR and Fee Dispute
Committees for a cost-effective resolution to this fee dispute matter. (See Exhibit A.)
12. On July 4, 2014, Defendants submitted responses to Plaintiff's Interrogatories and
Requests for Production of Documents.
13. By letter dated July 24, 2014, David Fitzsimons, Esquire offered Plaintiff and
Defendants several options to resolve this fee dispute through the Bar Association's ADR and
Fee Dispute Committees, including the possibility of empaneling a three -lawyer panel to seek a
binding or non-binding resolution. (See Exhibit B.)
14. On July 31, 2014, Defendants' counsel sent a letter to Plaintiff requesting
Plaintiff's agreement to submit this fee dispute to a three -lawyer panel through the Bar
Association's ADR and Fee Dispute Committees, as suggested by David Fitzsimons, Esquire.
(See Exhibit C.)
I Defendants' offer was for settlement purposes only and in no way was an admission of liability, but rather a
business decision made by Defendants to attempt to limit the potential additional legal fees to defend this matter
against a law firm that is pursuing this matter on its own behalf and is incurring no legal fees to do so.
15. By letter dated August 14, 2014, Plaintiff advised Defendants of its refusal to
submit this fee dispute to the Bar Association's ADR and Fee Dispute Committees and further
requested dates in which Craig Flashner was available for a deposition. (See Exhibit D.)
16. By letter dated August 25, 2014, Plaintiff again requested Craig Flashner's
availability for a deposition and advised a deposition would be scheduled if a response was not
received within ten days. (See Exhibit E.)
17. By letter dated September 3, 2014, Defendant's counsel listed available dates
Craig Flashner was available for a telephone or video deposition since Mr. Flashner resides in
California, as Plaintiff is aware. (See Exhibit F.)
18. By letter dated September 23, 2014, Plaintiff indicated a telephone or video
deposition was "unacceptable" from their standpoint and threatened a subpoena and sanctions if
Craig Flashner failed to appear for a deposition in-person. (See Exhibit G.)
19. On October 10, 2014, Defendants' counsel received a Notice of Deposition from
Plaintiff scheduling an in-person deposition at Plaintiff's office for Craig Flashner on Tuesday,
November 11, 2014 at 10:00 a.m. (See Exhibit H.)
20. Plaintiff provided no justification whatsoever for its refusal to take the deposition
of Craig Flashner by telephone or video conference, for its refusal to submit this matter for
resolution through the Bar Association's ADR and Fee Dispute Committees, or for its refusal to
even attempt to reach an amicable settlement of this matter.
21. Defendants assert Plaintiff is using the legal process, and its resources as a law
firm, to force Defendants to make a business decision to pay for the outstanding legal fees,
instead of using the legal process in good faith to resolve a genuine dispute.
22. Defendant, Craig Flashner, seeks a protective order to allow for his deposition to
be conducted by telephone or video, rather than in-person at Plaintiff's Pennsylvania office,
because Plaintiff's demand for an in-person deposition is sought in bad faith and would cause
unreasonable annoyance, burden and expense.
23. If Plaintiff insists on an in-person deposition of Defendant, Craig Flashner,
Defendants request this Honorable Court enter an Order directing Plaintiff to incur the cost to
travel to Craig Flashner's office in California to take his deposition or to pay Craig Flashner's
travel expenses, food and lodging expenses and lost wages incurred in connection with Craig
Flashner's in-person attendance of a deposition at Plaintiff's office in Camp Hill, Pennsylvania.
24. Defendant, Craig Flashner, further seeks reimbursement of the attorneys' fees
incurred to seek the instant protective order as a result of Plaintiff's obdurate conduct throughout
the course of this litigation.
II. REQUEST FOR PROTECTIVE ORDER
25. Pennsylvania Rules of Civil Procedure provide that no discovery shall be
permitted which is in bad faith or would cause unreasonable annoyance, embarrassment,
oppression, burden or expense to the deponent. Pa. R.C.P. No. 4011(a), (b).
26. A court may make any order which justice requires to protect a party from
unreasonable annoyance, embarrassment, oppression, burden or expense, including that the
method of deposition be other than that selected by the party seeking deposition. Pa. R.C.P.
4012(a)(3).
27. Discovery made in bad faith are those situations in which the motives of the party
seeking the discovery are suspect and improper. See Econ Marketing Inc. v. Side II Associates
Ltd., 17 Pa. D. & C.4th 341 (Ct. Corn. Pl. 1992).
28. Evidence of Plaintiff's bad faith conduct includes:
a. Plaintiffs refusal to submit this fee dispute to a three -lawyer panel through the
Cumberland County Bar Association's ADR and Fee Dispute Committees which
would have resulted in speedy and cost-effective resolution;
b. Plaintiff's refusal to entertain Defendants' settlement offer of approximately 50%
of the demanded amount and Plaintiffs refusal to make a counteroffer;
c. Plaintiffs extensive Interrogatories and Requests for Production of Documents
served on Defendants;
d. Plaintiffs exclusive focus on holding Defendant, Craig Flashner, personally
liable, despite naming several other entities in the lawsuit;
e. Plaintiffs demand for Defendant, Craig Flashner, a California resident, to appear
for a deposition in-person at Plaintiffs office in Camp Hill, Pennsylvania;
f. Plaintiffs refusal to take the deposition of Defendant, Craig Flashner, by
telephone or video when proposed by Defendants' counsel; and
g. Generally, the nature of this case which, in essence, is a law firm utilizing its legal
resources to force Defendant, Craig Flashner, to personally pay for unpaid legal
fees for legal services provided to the former owners of the Village at Pennwood
and Glendale Uptown Home.
29. Plaintiff's continued refusals to dispose of this matter in a cost-effective manner
and its use of its resources as a law firm to increase Craig Flashner's legal costs is an attempt to
force an inequitable settlement.
30. Requiring Craig Flashner to attend a deposition in Pennsylvania despite his
availability via telephone or video conference is yet another attempt by Plaintiff to further
increase Craig Flashner's fees to defend this lawsuit and is a complete abuse of the discovery
process.
31. Requiring Craig Flashner to appear at Plaintiff's office for a deposition despite the
availability of telephone or video conference requires Craig Flashner to unnecessarily incur
travel expenses, food and lodging expenses and lost wages.
32. Pennsylvania courts have found that telephone conference calls for the purpose of
deposing an out-of-state party are effective, feasible and appropriate when there is significant
distance from where the out-of-state party resides and the proposed location of the deposition.
See Pennington v. Cuprum, 32 Pa. D. & C.4th 75 (Ct. Corn. Pl. 1996)2.
33. Pennsylvania courts have found that it is reasonable for the deposing party to
travel to the out-of-state party who is the subject of the deposition when that out-of-state party is
significantly removed from the proposed location of the deposition so as to make travelling to
that deposition location a burden. See Pennington v. Cuprum, 32 Pa. D. & C.4th 75 (Ct. Corn. Pl.
1996)3.
2 In Pennington, the plaintiff sought to depose corporate officers of a Mexican corporation who resided in Mexico at
the Northampton County Courthouse. While the court order required the deposition to occur in Mexico at the
corporate headquarters with each party paying half the costs, the court stated that the alternative was for the parties
to conduct the deposition by telephone conference call. Similarly, Craig Flashner, residing in California, is
significantly removed from Plaintiff's law office in Camp Hill, Pennsylvania so as to require Craig Flashner to incur
significant travel costs. Incurring these costs would be unnecessary as Craig Flashner is available for deposition by
telephone or video conference.
3 Relying upon Rapoport v. Sirott, 209 A.2d 421 (Pa. 1965), the court order required defendant to pay half of
plaintiff's costs in taking the deposition in Mexico.
34. Pennsylvania courts have found it appropriate for a deposing party insisting that
the deposition of an out-of-state party occur in Pennsylvania pay the reasonable costs of that out-
of-state party to attend the deposition in Pennsylvania, including but not limited to travel, food
and lodging expenses. See Econ Marketing Inc. v. Side II Associates Ltd., 17 Pa. D. & C.4th 341
(Ct. Com. Pl. 1992).
WHEREFORE, Defendants request this Honorable Court enter an Order directing
Plaintiff's deposition of Craig Flashner to occur via telephone or video conference.
Alternatively, should Plaintiff insist on an in-person deposition of Craig Flashner, Defendants
request this Honorable Court enter an Order directing Plaintiff to travel to Craig Flashner's office
in California for the deposition or for Plaintiff to pay Craig Flashner's travel expenses, food and
lodging expenses and lost wages incurred in connection with Craig Flashner's in-person
attendance of a deposition at Plaintiff's office in Camp Hill, Pennsylvania.
III. REQUEST FOR ATTORNEYS' FEES
35. Participants in a civil case are entitled to counsel fees when awarded as a sanction
against another party for dilatory, obdurate or vexatious conduct during the pendency of a matter.
42 Pa. C.S.A. § 2503(7).
36. Obdurate conduct occurs when the acting party stubbornly persists in
wrongdoing. In re Estate of Burger, 852 A.2d 385, 391 (Pa. Super. Ct. 2004).
37. Throughout the course of this litigation, Plaintiff has consistently and without
good reason acted obdurately and in bad faith by refusing to agree to a speedy and cost-effective
resolution of this matter and by continuing to use the legal process and its resources as a law firm
to force Defendants to incur additional legal fees and ultimately to make a business decision to
pay the amount demanded, regardless of actual liability.
38. Plaintiff's obdurate refusal to take the deposition of Defendant, Craig Flashner, by
telephone or video conference, necessitating this motion for a protective order, together with
Plaintiff's continued bad faith actions throughout the course of this litigation, is conduct which
should entitle Defendant to the cost their reasonable attorneys' fees incurred for the instant
request for a protective order.
WHEREFORE, Defendants request this Honorable Court award reasonable attorneys' fees
incurred by Defendants to pursue the instant request for a protective order and to grant any other
relief that is just under the circumstances.
Date: ///'r/ 2.)
By:
Respectfully Submitted,
J. Glatfelte squire
Attorney I.D. No.: 03935
John N. Kennedy, Esquire
Attorney I.D. No.: 68278
KENNEDY, PC Law Offices
P.O. Box 5100
Harrisburg, PA 17110-0100
(717) 233-7100
Attorneys for Defendants
KENNEDY, PC
OFFICES
LAW
John N. Kennedy, Esquire *t§
Rodney A. Myer, Esquire *t
Benjamin J. Glatfelter, Esquire *t§
Laura E. Davis, Esquire *
Casey L. Slotter, Esquire*
Michael Dutkovich, Esquire *£F
*Licensed in Pennsylvania
tLicensed in New Jersey
§ Licensed in Maryland
£ Licensed in West Virginia
€ Licensed in Ohio
Sender's information:
(717) 233-7100
belatfelter(a,kennedvpc.net
Via Rezalar Mail
David A. Fitzsimons, Esquire
Martson Law Offices
Ten East High Street
Carlisle, Pennsylvania 17013
Of Counsel
Laurie S. Kennedy, Esquire *
Michael T. Siegert, Esquire *
Steven E. Bernstein, Esquire *
Robert A. Evarts, Esquire *
Please respond to the Harrisburg, PA office.
July 3, 2014
RE: CAPOZZI ADLER, P.C. F/K/A CAPOZZI & ASSOCIATES, P.C. V. CRAIG FLASHNER, ET.AL.
CUMBERLAND COUNTY DOCKET No. 13-716
FILE No.: 6009-13
Dear Mr. Fitzsimons:
Our firm represents the defendants in the above -referenced matter regarding a dispute over the
payment of legal fees. I am writing to you, as the Chair of the Cumberland County Bar Association's
ADR and Fee Dispute Committees, to request options available in Cumberland County to resolve this fee
dispute fully and finally between the parties. Our clients are very interested in resolving this matter;
however, as the Plaintiff has already served discovery requests and indicated an intent to take depositions,
our concern is that our clients' legal fees to defend this action will make it cost -prohibitive to continue to
defend this lawsuit to which they strongly believe is without merit.
Any assistance you can provide to resolve this fee dispute amicably and with limited additional
expense for the defendants todefend this matter would be greatly appreciated.
Office Locations:
PO Box 5100, Harrisburg, PA 17110-0100 • Fax: (717) 233-7050
PO Box 172, Cedars, PA 19423-0172 • Fax: (610) 584-1710
1100 Ashwood Drive, Suite 1104B, Canonsburg, PA 15317 • Fax: (724) 514-6941
51 Haddonfield Road, Suite 140, Cherry Hill, NJ 08002 • Fax: (717) 233-7050
(717) 233-7100 • Toll Free: (877) 833-7100
www.kennedypc.net
David A. Fitzsimons, Esquire
July 3, 2014
Page 2 of 2
Thank you for your time and attention to this matter.
cc: Craig Flashner (via email)
Marc Crum, Esquire, Capozzi Adler, P.C.
John N. Kennedy, Esquire
Stuart Bar Center
Cumberland County Bar Association
Cumberland County Bar Foundation
Cumberland Law Journal
Cumberland County Inn of Court
32 South Bedford Street, Carlisle, PA 17013-3302
Telephone 717-249-3166
Fax 717-249-2663
Toll Free (in PA) 1-800-990-9108
Email ccba@cumberlandbar.com
Cumberland County Bar Association
Cumberland Law Journal
July 24, 2014
Benjamin J. Glatfelter, Esquire
Kennedy, PC
P.O. Box 5100
Harrisburg, PA 17110
Ivo V. Otto III, President
Becky H. Morgenthal, Executive Director
RE: Capozzi Adler PC f/k/a Capozzi & Associates v. Craig Flashner, et al.
Cumberland County Fee Dispute Committee
File No. 2014-19
Dear Mr. Glatfelter:
Thank you for your inquiry regarding the availability of the Cumberland County Bar
Association's ADR and Fee Dispute Committees to provide potential options for resolution of the
dispute currently captioned to Cumberland County No. 2013-716.
As Chair of both Committees, I can say that the ADR Committee maintains a panel of mediators
and/or arbitrators who are qualified in the Bar Association's view to address a variety of different
matters through either the mediation or arbitration process. Information for obtaining membership of
the panels can be researched through the Cumberland County Bar Association website
(www.c-amberlandbar.com) or through contacting Becky Morgenthal or the staff at the Bar Association.
The Fee Dispute Committee is of the type that is maintained by every county bar association in
Pennsylvania and is in place to resolve attorney/client fee disputes. While in our local experience the
majority of files are opened upon complaint by the client about fees, we are also available to assist
attorneys with resolving difficult situations with clients that present either as fee dispute or
communications breakdown.
There is no specific model directed or determined in the work of the Fee Dispute Committee.
One substantial limitation, if you will, is that participation in Fee Dispute Committee matters is strictly
voluntary with the agreement of both attorney and client. With that being said, as Chair of the
Committee, I often empanel three lawyer panels which are made up of members of the Cumberland
County Bar with substantial experience themselves as practitioners and as members of Committee in
helping to resolve disputes. The panels sometimes operate very much like panels of arbitration, but
more often operate as panels of mediation/facilitation to help assist resolution.
If you andthe other parties to your action wish to explore either nonbinding or binding alternate
dispute resolution options for your Cumberland County Court action, I am quite confident that with the
experienced members of either or both Committees, we can craft a potential solution that will provide
the goals of alternate dispute resolution processes: private, rapid and cost-effective.
If you would like to set up a conference call with the counsel representing the various parties, I
would be happy to expand on this or respond to any questions.
I might add that our Cumberland County Bench is very supportive and appreciative of efforts
toward Alternate Dispute Resolution and I would expect that you would find, for the most part,
considerable support from the Bench for seeking such an outcome for your particular matter.
Thank you for your inquiry and please do not hesitate to contact me or invite your opposing
counsel to contact me if either of you have further questions or concerns.
Very truly yours,
= : D COUNTY FEE DISPUTE COMMITTEE
`-
David A. Fitzsimon
DAF/tde
Cc: Marc Crum, Esquire
John N. Kennedy, Esquire
**The Cumberland County Bar Fee Dispute Committee is charged with facilitating where possible,
resolution of fee disputes between client and attorney. We do not have power to impose or order an
outcome on either the client or the lawyer. We sometimes address disputes referred by the Disciplinary
Board of the Supreme Court of Pennsylvania which, itself, does not review disputes over fees. Any
complaint involving violations of the Code of Professional Responsibility is addressed by the
Disciplinary Board. As such, the Cumberland County Bar Fee Dispute Committee can only resolve fee
disputes in which the client and lawyer voluntarily come to an agreement. * *
John N. Kennedy, Esquire *t§
Rodney A. Myer, Esquire *t
Benjamin J. Glatfelter; Esquire *t§
Laura E. Davis, Esquire *
Casey L. Slotter, Esquire *
Michael Dutkovich, Esquire *£E
*Licensed in Pennsylvania
tLicensed in New Jersey
§ Licensed in Maryland
£ Licensed in West Virginia
E Licensed in Ohio
Sender's information:
717-233-7100
belatfelter(ii kennedypc.net
Via Regular Mail
Marc A. Crum, Esquire
Capozzi Adler, P.C.
1200 Camp Hill Bypass
Camp Hill, PA 17011
KENNEDY PC
LAW OFFICES
LICENSED IN PENNSYLVANIA & NEW JERSEY
Of Counsel
Laurie S. Kennedy, Esquire *
Michael T. Siegert, Esquire *
Steven E. Bernstein, Esquire *
Robert A. Evans, Esquire *
Please respond to the Harrisburg, PA office.
July 31, 2014
RE: CAPOZZI ADLER P.C. F/K/A CAPOZZI & ASSOCIATES, P.C. V.
CRAIG FLASHNER ET.AL.
DOCKET No. 13-716
OUR FILE No.: 6009-13
Dear Mr. Crum:
The purpose of this letter is to determine whether your firm is agreeable to submitting
this fee dispute to a binding arbitration before a three -lawyer panel, as suggested in David
Fitzsimons, Esquire's letter dated July 24, 2014. My clients are agreeable to such a resolution
process in order to efficiently resolve this matter fully and finally. If your firm is in agreement,
please advise and I will coordinate a conference call with Mr. Fitzsimons to discuss the details.
Office Locations:
PO Box 5100, Harrisburg, PA 17110-0100 • Fax: (717) 233-7050
482 Main Street, Harleysville, PA 19438 • Fax: (215) 256-9101
PO Box 96, Houston, PA 15342 • Fax: (724) 514-6941
51 Haddonfield Road, Suite 140, Cherry Hill, NJ 08002 • Fax: (717) 233-7050
351 West James Street, Lancaster, PA 17603 ^ Fax: (717) 233-7050
(717) 233-7100 • Toll Free: (877) 833-7100
www.kennedypc.net
Marc A. Chun, Esquire
7/31/2014
Page 2 of 2
Thank you for your time and attention to this matter.
cc: Craig Flashner (via email)
John Kennedy, Esquire
Louis J. Capozzi, Jr., Esquire*
Daniel K. Natirboff, Esquire
Donald R. Reavey, Esquire
Craig 1. Adler, Esquire **
Andrew R. Eisemann, Esquire
Bruce G. Baron, Esquire
Matthew A. Thomsen, Esquire **
Brandon S. Williams, Esquire
Marc A. Crum, Esquire
Nicholas 1. Luciano, Esquire
Timothy Ziegler, Sr. Reimb. Analyst
Erin E. Motter, Jr. Reimb Analyst
Karen L. Fisher, Paralegal
Keyoung J. Gill, Paralegal
Gwenn M. Keene, Paralegal
*(Licensed in PA, NJ and MD)
**(Licensed in PA and NJ)
Capozzi-Adler, P.0
Aliancin
Benjamin J. Gladfelter, Esquire
Kennedy P.C.
PO Box 5100
Harrisburg, PA 17110
August 14, 2014
Re: Capozzi & Associates, P.C. v. Craig Flashner, et al.
Cumberland CCP No.: 2013 CV 716
Our Matter No.: 567-12
Dear Mr. Gladfelter:
1200 Camp Hill Bypass
Camp Hill, PA 17011
Mailing Address: P.O. Box 5866
Harrisburg, PA 17110
Telephone: (717) 233-4101
Facsimile: (717) 233-4103
www.capozziad ler. com
Mid -Penn Abstract Company
Charter Settlement Company
Telephone: (717) 234-3289
Facsimile: (717) 234-1670
This letter confirms receipt of your correspondence dated July 31, 2014 and your proposal to
submit the fee dispute to an arbitration panel. Please be advised that our firm will not agree to
present this matter to arbitration. I also wish to renew my request for dates your client is available
for depositions in my office.
I look forward to hearing from you.
/kjg
Very truly yo
s,
1
Louis J. Capozzi, Jr., Esquire*
Daniel K. Natirboff, Esquire
Donald R. Reavey, Esquire
Craig 1. Adler, Esquire **
Andrew R. Eisemann, Esquire
Bruce G. Baron, Esquire
Matthew A. Thomsen, Esquire **
Brandon S. Williams,' Esquire
Marc A. Crum, Esquire
Nicholas J. Luciano, Esquire
Timothy Ziegler, Sr. Reimb. Analyst
Erin E. Motter, Jr. Reimb Analyst
Karen L. Fisher, Paralegal
Keyoung J. Gill, Paralegal
Gwenn M. Keene, Paralegal
*(Licensed in PA, NJ and MD)
**(Licensed in PA and NJ)
Capozi4dIer, P.C.
1U 37s'a,
Benjamin J. Gladfelter, Esquire
Kennedy P.C.
PO Box 5100
Harrisburg, PA 17110
August 25, 2014
Re: Capozzi & Associates, P.C. v. Craig Flashner, et al.
Cumberland CCP No.: 2013 CV 716
Our Matter No.: 567-12
Dear Mr. Gladfelter:
1200 Camp Hill Bypass
Camp Hill, PA 17011
Mailing Address: P.O. Box 5866
Harrisburg, PA 17110
Telephone: (717) 233-4101
Facsimile: (717) 233-4103
www.capozziadler.com
Mid -Penn Abstract Company
Charter Settlement Company
Telephone: (717) 234-3289
Facsimile: (717) 234-1670
This letter is a follow-up to my previous correspondence to you requesting dates of your
clients' availability for the purpose of taking depositions. If I do not hear from you within 10 days
of the date of this letter, I will proceed and have the depositions scheduled.
Please also be advised that Donald Reavey of our firm intends to provide testimony
regarding conversations with Mr. Flashner regarding the allegations in the Complaint.
I look forward to hearing from you.
fkjg
Very truly yours,
John N. Kennedy, Esquire *t§
Rodney A. Myer, Esquire *t
Benjamin J. Glatfelter, Esquire *t§
Laura E. Davis, Esquire *
Casey L. Slotter, Esquire *
Michael Dutkovich, Esquire *£E
*Licensed in Pennsylvania
tLicensed in New Jersey
§ Licensed in Maryland
£ Licensed in West Virginia
f Licensed in Ohio
Sender's information:
717-233-7100
bElatfelter(iikennedvpc.oet
KENNEDY, PC
L A W OFFICES
LICENSED fN PENNSYLVANIA & NEW JERSEY
Of Counsel
Laurie S. Kennedy, Esquire *
Michael T. Siegert, Esquire *
Steven E. Bernstein, Esquire *
Robert A. Evans, Esquire *
Please respond to the Harrisburg, PA office.
September 3, 2014
Via Regular Mail
Marc A. Crum, Esquire
Capozzi Adler, P.C.
1200 Camp Hill Bypass
Camp Hill, PA 17011
RE: CAPOZZI ADLER, P.C. F/K/A CAPOZZI & ASSOCIATES. P.C. V.
CRAIG FLASHNER, ET.AL.
DOCKET No. 13-716
OUR FILE No.: 6009-13
Dear Mr. Crum:
The purpose of this letter is to respond to your request for the availability of Craig
Flashner foi a deposition in your office. As you are aware, Mr. Flashner resides in California.
Accordingly, Mr. Flashner is available only by telephone or video conference on September 23,
2014, September 24, 2014, October 21, 2014 or October 22, 2014. Requiring Mr. Flashner's
attendance in-person in your office would be unnecessarily costly and inconvenient.
Please advise of the specific date and time of Mr. Flashner's deposition, as well as
whether you will arrange for this deposition to be conducted by telephone or video conference.
Office Locations:
PO Box 5100, Harrisburg, PA 17110-0100 • Fax: (717) 233-7050
482 Main Street, Harleysville, PA 19438 • Fax: (215) 256-9101
PO Box 96, Houston, PA 15342 • Fax: (724) 514-6941
51 Haddonfield Road, Suite 140, Cherry Hill, NJ 08002 • Fax: (717) 233-7050
351 West James Street, Lancaster, PA 17603 • Fax: (717) 233-7050
(717) 233-7100 • Toll Free: (877) 833-7100
www.kennedypc.net
Marc A. Crum,
9/3/2014
Page 2 of 2
Thank you for your time and attention to this matter.
cc: Craig Flashner (via email)
John Kennedy, Esquire
Louis J. Capozzi, Jr., Esquire*
Daniel K. Natirboff, Esquire
Donald R. Reavey, Esquire
Craig I. Adler, Esquire **
Andrew R. Eisemann, Esquire
Bruce G. Baron, Esquire
Matthew A. Thomsen, Esquire **
Brandon S. Williams, Esquire
Nicholas J. Luciano, Esquire
Timothy Ziegler, Sr. Reimb, Analyst
Erin E. Molter, Jr. Reimb Analyst
Karen L. Fisher, Paralegal
Keyoung J. Gill, Paralegal
Gwenn M. Keene, Paralegal
*(Licensed in PA, NJ and MD)
**(Licensed in PA and NJ)
Capozzi-Adler,
4itiniqys
September 23, 2014
Benjamin J. Gladfelter, Esquire
Kennedy P.C.
PG Box 5100
Harrisburg, PA 17110
Re: Capozzi & Associates, P.C. v. Craig Flashner, et al.
Cumberland CCP No.: 2013 CV 716
Our Matter No.: 567-12
Dear Mr. Gladfelter:
1200 Camp Hill Bypass
Camp Hill, PA 17011
Mailing Address: P.O. Box 5866
Harrisburg, PA 17110
Telephone: (717) 233-4101
Facsimile: (717) 233-4103
www.capozziadler.com
Mid -Penn Abstract Company
Charter Settlement Company
Telephone: (717) 234-3289
Facsimile: (717) 234-1670
I am in receipt of your correspondence dated September 3 and September 5, 2014 suggesting
Mr. Flashner's deposition be conducted by telephone or video conference. Unfortunately, video
and telephone depositions are unacceptable from the standpoint of our client. We once again urge
you to suggest dates during which Craig Flashner would be available to be deposed in person at our
office in Camp Hill, Pennsylvania. If no such dates are suggested we will seek a subpoena and
sanctions as appropriate.
If October 22, 2014 is one such date that Mr. Flashner would be available to travel to our
office, then Donald Reavey would also be available on that date to be deposed by Defense Counsel.
I look forward to hearing from you.
Very truly yours,
Matt A. Thomsen
MAT/kjg
CAPOZZI ADLER, P.C. filch
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.. : Docket No.: 13-716
CRAIG FLASHNER, GS OPERATOR, LP :
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants : Civil Action — Law
NOTICE OF DEPOSITION
To: Craig Flashner
do Benjamin J. Gladfelter, Esquire
Kennedy P.C.
PO Box 5100
Harrisburg, PA 17110
NOTICE IS GIVEN herewith that, pursuant to Pa R. C. P. 4001 (c), the deposition of
Craig Flashner will be taken at oral examination at the date, time and location listed below. Mr.
Flashner will be expected to testify with respect to all matters relevant to the subject matter
involved in the instant litigation. The deposition will continue from day to day until completed.
DATE: Tuesday, November 11, 2014
TIME: 10:00 a.m.
LOCATION: 1200 Camp Hill Bypass, Suite 205, Camp Hill, PA 17011
The deposition will be recorded by stenographic means and will continue from day to day
until completed. Any questions with respect to this Notice should be directed to the undersigned
using the contact information noted below.
/o//20//
Matthew A. Thomsen, Esquire
Attorney I.D. 307388
Capozzi Adler, P.C.
P. O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorneys for Plaintiff
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff
V.
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENN WOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: Docket No.: 13-716
Civil Action — Law
CERIINCATE OF SERVICE
I hereby certify that I have this date caused a copy of the foregoing Notice of Deposition
to be served by first class U.S. Mail, postage prepaid, addressed as follows:
Date: 10/t/Z-QM
Benjamin J. Gladfelter, Esquire
Kennedy P.C.
PO Box 5100
Harrisburg, PA 171 1O
Matthew A. Thomsen, Esquire
Attorney I.D. 307388
Capozzi Adler, P.C.
P. 0. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorneys for Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff,
v.
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants.
Civil Term
Docket Number: 13-716
CERTIFICATE OF SERVICE
I hereby certify that on the 5th day of November, 2014, a true and correct copy of the
Motion for Protective Order and for Payment of Defendants' Attorneys' Fees was served upon
Plaintiff by placing a copy of the same in the United States First Class Mail, postage pre -paid
addressed to their attorney as follows:
Matthew A. Thomsen, Esquire
Capozzi Adler, P.C.
P.O. Box 5866
Harrisburg, PA 17110
the original of which was filed in the Cumberland County Prothonotary's Office, Cumberland
County, Carlisle, Pennsylvania.
CAPOZZI ADLER, P.C. : IN THE COURT OF COMMON PLEAS OF
f/kJa CAPOZZI & ASSOCIATES,: CUMBERLAND COUNTY, PENNSYLVANIA
P.C., A Pennsylvania
Corporation,
Plaintiff
v. : CIVIL ACTION — LAW
CRAIG FLASHNER, GS
OPERATOR, LP d/b/a
GLENDALE UPTOWN HOME, :
MADISON HEALTHCARE :
MANAGEMENT, LLC,
PENNWOOD OPERATOR,
LP., and PRESTIGE PA
MANAGER, LLC,
Defendants : NO. 13-716 CIVIL TERM
IN RE: DEFENDANTS' MOTION FOR PROTECTIVE ORDER
AND FOR PAYMENT OF DEFENDANTS' ATTORNEYS' FEES
r'3
ORDER OF COURT
AND NOW, this 13th day of November, 2014, upon consideration of Defendants'
Motion for Protective Order and for Payment of Defendants' Attorneys' Fees, a Rule is
hereby issued upon Plaintiff to show cause why the relief requested should not be
granted.
RULE RETURNABLE at a hearing scheduled for Tuesday, December 16, 2014,
at 1:30 p.m., in Courtroom No. 5, Cumberland County Courthouse, Carlisle,
Pennsylvania.
1/4‘tthew A. Thomsen, Esq.
Capozzi Adler, P.C.
P.O. Box 5866
Harrisburg, PA 17110
Attorney for Plaintiff
BY THE COURT,
ag, Lc,
Chrii
ylee L. Peck, J.
...."<:jamin J. Glatfelter, Esq.
John N. Kennedy, Esq.
Kennedy, PC Law Offices
P.O. Box 5100
Harrisburg, Pa 17110-0100
Attorneys for Defendants
:rc
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation
Plaintiff
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
•
v. : Docket No.: 13-716
CRAIG FLASHNER, GS OPERATOR, LP z rn
d/b/a GLENDALE UPTOWN HOME, u) F
MADISON HEALTHCARE r
MANAGEMENT, LLC, PENN W OOD D Q
OPERATOR, LP, and PRESTIGE PA ? G
MANAGER, LLC, T'
Defendants : Civil Action - Law a{
PLAINTIFF'S RESPONSE TO DEFENDANTS' MOTION FOR PROTECTIVE
ORDER AND FOR PAYMENT OF DEFENDANTS' ATTORNEYS' FEES
NOW COMES Plaintiff, Capozzi Adler, P.C. ("Capozzi"), by and through its attorneys,
and files the following Response to Defendants' Motion for Protective Order and for Payment of
Defendants' Attorneys' Fees as follows:
I. BACKGROUND
1. Admitted.
2. Admitted.
3. Admitted.
4. Denied. Defendants have not paid Plaintiff in excess of $180,000.00.
5. Denied. Defendant Flashner has failed to pay the amounts owed to Capozzi as detailed in the
Complaint.
6. Denied. Capozzi conducted work for the benefit of and at the request of Defendants for
which Capozzi was not paid.
7. Denied. As acknowledged by Defendants in their Motion for Protective Order at ¶ 2, the
Complaint seeks recovery from all Defendants in Counts 1 through 3.
8. Admitted in part and denied in part. It is admitted that, in May of 2014, Capozzi served
Defendants with Plaintiff's First Set of Interrogatories Directed to Defendant and with
1
Plaintiff's First Request for Production of Documents. It is denied that these discovery
requests were unduly extensive.
9. Admitted in part and denied in part. It is admitted that Defendants have offered roughly 50%
of the amount sought by Capozzi. It is denied that Capozzi has incurred no legal fees in doing
so as claimed by Defendants at footnote 1.
10. Admitted.
11. Exhibit A is a writing which speaks for itself. As a result, no response is required. Insofar as
a response is deemed required, Plaintiff Denies for lack of information as Plaintiff is not
aware of the date or content of correspondence sent from Defendants to David Fitzsimmons,
Esquire.
12. Admitted.
13. Exhibit B is a writing which speaks for itself. As a result, no response is required.
14. Exhibit C is a writing which speaks for itself. As a result, no response is required.
15. Exhibit D is a writing which speaks for itself. As a result, no response is required.
16. Exhibit E is a writing which speaks for itself. As a result, no response is required.
17. Exhibit F is a writing which speaks for itself. As a result, no response is required.
18. Exhibit G is a writing which speaks for itself. As a result, no response is required.
19. Exhibit H is a writing which speaks for itself. As a result, no response is required.
20. Admitted.
21. Denied. Capozzi is pursuing the above captioned suit against Defendants in good faith to
remedy harm that Capozzi has suffered as a result of Defendants' acts and omissions.
22. Denied. Capozzi's demand for an in-person deposition of Craig Flashner is sought in good
faith.
23. This paragraph is a request, not an averment. As a result, no response is required.
24. This paragraph is a request, not an averment. As a result, no response is required.
2
II. REQUEST FOR PROTECTIVE ORDER
25. The Pennsylvania Rules of Civil Procedure speak for themselves. As a result, no response is
required. If a response is deemed necessary, Capozzi denies this paragraph as inconsistent
with Pennsylvania law.
26. The Pennsylvania Rules of Civil Procedure speak for themselves. As a result, no response is
required. If a response is deemed necessary, Capozzi denies this paragraph as inconsistent
with Pennsylvania law.
27. This is a conclusion of law to which no response is required. If a response is deemed
necessary, Capozzi denies this paragraph as inconsistent with Pennsylvania law.
"28. Denied. Capozzi has acted in good faith both in its work for Defendants and in pursuing this
action.
a. Denied. Refusal to submit to alternative dispute resolution has no bearing on
Capozzi's intentions with respect to this action.
b. Denied. Defendants' offer was deemed insufficient and unjust by Capozzi at the time
it was offered.
c. Denied. The interrogatories served upon Defendants by Capozzi were consistent with
Pennsylvania law and in keeping with discovery practice generally in Pennsylvania.
d. Denied. Capozzi seeks recovery from Defendants as stated in the Complaint.
e. Denied. Defendant owns numerous Pennsylvania companies and travels to
Pennsylvania frequently. Little burden would be imposed by requiring Defendant
Flashner's appearance for deposition.
f. Denied. Capozzi strongly prefers in-person deposition for numerous reasons
including but not limited to potential technical difficulties, transmission quality as a
barrier to accurate court reporting, the effect that being present at a deposition has on
a deponent's perception of the gravity of the dispute, and the potential for assessment
3
by the deposing attorney of the deponent's truthfulness based on body language and
other non-verbal cues that may be obscured by video or telephony.
g. Denied. As stated above, Capozzi seeks recovery from Defendants as stated in the
Complaint.
29. Denied. Contrary to Defendants' assertions, Capozzi is pursuing this action through the
Pennsylvania Court system to specifically ensure that an equitable and just remedy is
reached.
30. Denied. As stated above, Capozzi strongly prefers in-person deposition for numerous
reasons.
31. Denied. There is both a strong benefit to Defendant Flashner's in-person appearance at
deposition and little burden imposed upon him for travel to Pennsylvania in light of his
frequent travels to this state for business purposes.
32. This is a conclusion of law to which no response is required. If a response is deemed
necessary, Capozzi denies this paragraph as inconsistent with Pennsylvania law.
33. This is a conclusion of law to which no response is required. If a response is deemed
necessary, Capozzi denies this paragraph as inconsistent with Pennsylvania law.
34. This is a conclusion of law to which no response is required. If a response is deemed
necessary, Capozzi denies this paragraph as inconsistent with Pennsylvania law.
WHEREFORE, Plaintiff, Capozzi Adler, P.C., respectfully requests that this Court deny
Defendants' Motion for Protective Order and for Payment of Defendants' Attorneys' Fees.
III. REQUEST FOR ATTORNEYS' FEES
35. This is a conclusion of law to which no response is required. If a response is deemed
necessary, Capozzi denies this paragraph as inconsistent with Pennsylvania law.
4
36. This is a conclusion of law to which no response is required. If a response is deemed
necessary, Capozzi denies this paragraph as inconsistent with Pennsylvania law.
37. Denied. Capozzi has acted in good faith at all times during the course of this litigation.
38. Denied. The deposition sought by Capozzi is consistent with Pennsylvania law and the Rules
of Civil Procedure. Adherence to the rules is not a sufficient basis for awarding sanctions.
WHEREFORE, Plaintiff, Capozzi Adler, P.C., respectfully requests that the Court deny
Defendants' Motion for Protective Order and for Payment of Defendants' Attorneys' Fees.
Dated:
CAPOZZI ADLER, P.C.
5
Matthew A. Tho. sen, Esquire
Attorney I.D. No.: 307388
Capozzi Adler, P.C.
P. O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C.,
A Pennsylvania Professional Corporation,
Plaintiff
v.
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: Docket No.: 13-716
: Civil Action - Law
VERIFICATION
I, Andrew R. Eisemann, Esquire, do hereby verify that the facts averred in the foregoing
Response to Defendants' Motion for Protective Order and for Payment of Defendants'
Attorneys' Fees are true and correct to the best of my knowledge, information and belief. I
understand that any false statements therein are subject to the penalties contained in Title 18 of
the Pennsylvania Consolidated Statutes Section 4904, relating to unsworn falsification to
authorities.
Date:
6
Attorney I.D.
Capozzi Adle
P.O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Managing Partner
CAPOZZI ADLER, P.C. f/k/a
CAPOZZI & ASSOCIATES, P.C., •
A Pennsylvania Professional Corporation,
Plaintiff
v.
CRAIG FLASHNER, GS OPERATOR, LP
d/b/a GLENDALE UPTOWN HOME,
MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP, and PRESTIGE PA
MANAGER, LLC,
Defendants
: IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
: Docket No.: 13-716
: Civil Action - Law
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing document was served on the following by
causing the same to be placed in the United States mail, first class, postage prepaid, addressed as
follows:
Dated: Ls—/P4
Benjamin J. Gladfelter, Esquire
John N. Kennedy, Esquire
Kennedy P.C.
PO Box 5100
Harrisburg, PA 17110
CAPOZZI ADLER, P.C.
Matthew A. Thomsen, Esquire
Attorney I.D. No.: 307388
Capozzi Adler, P.C.
P. O. Box 5866
Harrisburg, PA 17110
(717) 233-4101
Attorney for Plaintiff
CAPOZZI ADLER, P.C. f/k/a,
CAPOZZI & ASSOCIATES, P.C.,
A PENNSYLVANIA PROFESSIONAL
CORPORATION,
Plaintiff
v.
IN THE COURT OF COMMON PLEAS OF
• • CUMBERLAND COUNTY, PENNSYLVANIA
•
CRAIG FLASHNER, GS OPERATOR,
LP d/b/a GLENDALE UPTOWN
HOME, MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP and PRESTIGE PA :
MANAGER, LLC„
Defendant
CIVIL ACTION - LAW
13-716 CIVIL TERM
rn
IN RE: DEFENDANT'S MOTION FOR PROTECTIVE ORDER AND FOR
PAYMENT OF DEFENDANT'S ATTORNEY FEES
ORDER OF COURT
AND NOW, this 16th day of December, 2014, this being
the time and place set for a Motion for Protective Order and for
Payment of Defendant's Attorney's Fees, and both parties having
been represented by counsel, Glenn A. Parno, Esquire, for
Plaintiff, and Benjamin J. Glatfelter, Esquire, for Defendants, and
following argument on this matter, the Motion for Protective Order
and for Payment of Defendant's Attorney's Fees is hereby denied to
the extent that it asks for the Defendant's deposition to be taken
in California, and for the payment
nevertheless, it is hereby ordered
of Defendant's attorney's fees,
as follows:
Flashner, is hereby ordered to appear in person
Pennsylvania
at the convenience of Mr. Flashner
Defendant, Craig
for a deposition in
and the attorneys
hereto, with said deposition to occur no later than 60 days from
the date of this Order. Pursuant to an agreement between the
parties, all further discovery after the deposition shall be
concluded 45 days after the deposition of Craig Flashner is taken
in this case. It is this Court's understanding that this matter
will be submitted to arbitration thereafter for mandatory
arbitration.
This Court has noted and encouraged the parties to
engage their clients in the possibility of resolving this matter
through alternative dispute resolution. This Court has further
noted to the parties that in the event that this matter is
prolonged for a long period of time or there are other matters that
come up that the Defendant believes are being obstructive to the
court process, that this Court has indicated to the Defendant that
they may again file a motion for Defendant's attorney's fees and
this Court will reconsider that matter at that time.
By the Court,
ay,(„Jr/24c
Chri tylee L. Peck, J.
✓n Esquire
Glenn A. Parno, , sq
For the Plaintiff
Benjamin J. Glatfelter, Esquire
For the Defendant
pcb
�D�tS fi2a-d-CL
THE PRO THONO ,
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSY 'V X ( 5 PH 3: 2 5
CAPOZZI ADLER P.C. f/k/a ���;3 ` �' �� �� �'� �'
PENNSYLVANIA
CAPOZZI & ASSOCIATES, P.C.,
A PENNSYLVANIA PROFESSIONAL
CORPORATION,
Plaintiff No. 13-716
v.
CIVIL ACTION - LAW
CRAIG FLASHNER, GS OPERATOR,
LP d/b/a GLENDALE UPTOWN
HOME, MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP and PRESTIGE PA
MANAGER, LLC,
Defendants
NOTICE OF APPEAL
Filed by Craig Flashner, GS Operator, LP
d/b/a Glendale Uptown Home, Madison
Healthcare Management, LLC, Pennwood
Operator, LP and Prestige PA Manager, LLC
Counsel of Record for this Party:
John N. Kennedy, Esquire
Attorney I.D. No. 68278
Benjamin J. Glatfelter, Esquire
Attorney I.D. No. 203935
KENNEDY, PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110
(717) 233-7100
jkennedy@kennedypc.net
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a,
CAPOZZI & ASSOCIATES, P.C.,
A PENNSYLVANIA PROFESSIONAL
CORPORATION, •
Plaintiff
v.
•
•
•
CRAIG FLASHNER, GS OPERATOR, .•
LP d/b/a GLENDALE UPTOWN .•
HOME, MADISON HEALTHCARE .•
MANAGEMENT, LLC, PENNWOOD .•
OPERATOR, LP and PRESTIGE PA .•
MANAGER, LLC, .•
Defendants
•
•
No. 13-716
CIVIL ACTION - LAW
NOTICE OF APPEAL
Notice is hereby given that Craig Flashner, GS Operator, LP d/b/a Glendale Uptown
Home, Madison Healthcare Management, LLC, Pennwood Operator, LP and Prestige PA
Manager, LLC Appeals to the Superior Court of Pennsylvania from an order/adjudication
entered in this matter on December 19, 2014. This order/adjudication has been entered in the
docket as evidenced by the attached copy of the docket entry.
Date: January 15, 2014 By:
Respectfully Submitted,
o N. Kennedy, Esquire
Attorney I.D. No. 68278
Benjamin J. Glatfelter, Esquire
Attorney I.D. No.: 203935
KENNEDY, PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110-0100
(717) 233-7100
Attorneys for Defendants.
CAPOZZI ADLER, P.C. f/k/a,
CAPOZZI & ASSOCIATES, P.C.,
A PENNSYLVANIA PROFESSIONAL
CORPORATION,
Plaintiff
V.
CRAIG FLASHNER, GS OPERATOR,
LP d/b/a GLENDALE UPTOWN
HOME, MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP and PRESTIGE PA
MANAGER, LLC„
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
3-716 CIVIL TERM
rl.;1
IN RE: DEFENDANT'S MOTION FOR PROTECTIVE ORDER AND FOR
PAYMENT OF DEFENDANT'S ATTORNEY FEES
ORDER OF COURT
AND NOW, this 16th day of December, 2014, this being
the time and place set for a Motion for Protective Order and for
Payment of Defendant's Attorney's Fees, and both parties having
been represented by counsel, Glenn A. Parno, Esquire, for
Plaintiff, and Benjamin J. Glatfelter, Esquire, for Defendants, and
following argument on this matter, the Motion for Protective Order
and for Payment of Defendant's Attorney's Fees is hereby denied to
the extent that it asks for the Defendant's deposition to be taken
in California, and for the payment of Defendant's attorney's fees,
nevertheless, it is hereby ordered as follows: Defendant, Craig
Flashner, is hereby ordered to appear in person for a deposition in
Pennsylvania at the convenience of Mr. Flashner and the attorneys
hereto, with said deposition to occur no later than 60 days from
the date of this Order. Pursuant to an agreement between the
parties, all further discovery after the deposition shall be
concluded 45 days after the deposition of Craig Flashner is taken
in this case. It is this Court's understanding that this matter
will be submitted to arbitration thereafter for mandatory
arbitration.
This Court has noted and encouraged the parties to
engage their clients in the possibility of resolving this matter
through alternative dispute resolution. This Court has further
noted to the parties that in the event that this matter is
prolonged for a long period of time or there are other matters that
come up that the Defendant believes are being obstructive to the
court process, that this Court has indicated to the Defendant that
they may again file a motion for Defendant's attorney's fees and
this Court will reconsider that matter at that time.
By the Court,
abitt„,PZeC
Chri tylee L. Peck, J.
Glenn A. Parno, Esquire
For the Plaintiff
Benjamin J. Glatfelter, Esquirb
For the Defendant
pcb
PYS511 Cumberland County Prothonotary's Office Page 1
Civil Case Print
2013-00716 CAPOZZI ADLER PC (vs) FLASHER CRAIG ET
Reference No..:
Case Type •
Judgment
Judge Assigned:
Disposed Desc.:
Case Comments
CONTRACT - DEBT COLLEC
.00
PECK CHRISTYLEE L
AL
Filed
Time
Execution Date
Jury Trial
Disposed Date
Higzer Crt 1.:
Higher Crt 2.:
2/11/2013
3:05
0/00/0000
0/00/0000
********************************************************************************
General Index Attorney Info
CAPOZZI ADLER PC
1200 CAMP HILL BYPASS
SUITE 205
CAMP HILL PA 17011
FLASHNER CRAIG
5184 OXLEY PLACE
WESTLAKE VILLAGE CA 91362
GS OPERATOR LP
615 SOUTH DUPONT AVENUE
CITY OF DOVER DE 19901
7800 BUSTLETON AVENUE
GLENDALE UPTOWN HOME
615 SOUTH DUPONT AVENUE
CITY OF DOVER DE 19901
7800 BUSTLETON AVE
MADISON HEALTHCARE LLC
5318 NEW URECHT AVENUE
2ND FLOOR
BROOKLYN NY 11219
PENNWOOD OPERATOR LP
2625 TOWNGATE ROAD
SUITE 330
WESTLAKE VILLAGE CA 91361
909 WEST STREET
PRESTIGE PA MANAGER LLC
321 S VALLEY FORGE ROAD
DEVON PA 19333
**********
* Date
**********
2/11/2013
4/01/2013
4/15/2013
4/22/2013
4/25/2013
4/29/2013
PLAINTIFF
DEFENDANT
DEFENDANT
DEFENDANT
DEFENDANT
DEFENDANT
DEFENDANT
CRUM MARC A
GLATFELTER BENJAMIN J
GLATFELTER BENJAMIN J
GLATFELTER BENJAMIN J
GLATFELTER BENJAMIN J
GLATFELTER BENJAMIN J
GLATFELTER BENJAMIN J
**********************************************************************
Entries
**********************************************************************
FIRST ENTRY
COMPLAINT - CIVIL ACTION - BY MARC A CRUM ATTY FOR PLFF
PRAECIPE TO REINSTATE - BY MARC A CRUM ATTY FOR PLFF
PRAECIPE TO ENTER RETURN OF SERVICE - COMPLAINT - BY MARC A CRUM
ATTY FOR PLFF
DEFENDANT'S PRELIMINARY OBJECTIONS TO PLFF'S COMPLAINT - BY
BENJAMIN J GLATFELTER ATTY FOR DEFTS
CERTIFICATE OF SERVICE FOR DEFTS' PRELIMINARY OBJECTIONS TO PLFF'S
COMPLAINT - BY BENJAMIN J GLATFELTER ATTY FOR DEFTS
SHERIFF'S RETURN - DATED 04/01/13 - DEFTS PENNWOOD OPERATOR LP AND
PRESTIGE PA MANAGER LLC NOT FOUND ********
DATED 04/16/13 - DEFT PRESTIGE PA MANAGER LLC NOT FOUND *****
DATED 04/24/13 - COMPLAINT & NOTICE SERVED ON DEFT PENNWOOD
OPERATOR LP AT 909 WEST STREET PITTSBURGH PA 15221-2833
SHFF COST - $72.64
5/06/2013 PRAECIPE TO ENTER RETURN OF SVC - COMPLAINT - BY MARC A CRUM ATTY
PYS511 Cumberland County Prothonotary's Office Page 2
Civil Case Print
2013-00716 CAPOZZI ADLER PC (vs) FLASHER CRAIG ET AL
Reference No..:
Case Type • CONTRACT - DEBT COLLEC
Judgment 00
Judge Assigned: PECK CHRISTYLEE L
Disposed Desc.:
Case Comments
5/10/2013
12/09/2013
2/20/2014
3/14/2014
4/01/2014
4/22/2014
11/06/2014
11/13/2014
11/25/2014
12/19/2014
FOR PLFF
Filed
Time
Execution Date
Jury Trial
Disposed Date
Higher Crt 1.:
Higher Crt 2.:
2/11/2013
3:05
0/00/0000
0/00/0000
ANSWER TO DEFTS' PRELIMINARY OBJECTIONS - BY MARC A CRUM ATTY FOR
PLFF
PRAECIPE FOR LISTING CASE FOR ARGUMENT - DEFT'S PRELIMINARY
OBJECTIONS - BY MARC A CRUM ATTY FOR PLFF
ORDER - 2/19/14 - IN RE: DEFTS' PRELIMINARY OBJECTIONS -
**OVERRULED** - BY THE COURT KEVIN A HESS PJ
COPIES MAILED 2/20/14
DEFTS' ANSWER NEW MATTER AND COUNTERCLAIM TO PLFF'S COMPLAINT - BY
BENJAMIN J GLATFELTER ATTY FOR DEFTS
PLFF'S ANSWER TO NEW MATTER AND COUNTERCLAIM AND NEW MATTER TO
DEFTS' COUNTERCLAIM - BY MARC A CRUM ATTY FOR PLFF
DEFT'S ANSWER TO COUNTERCLAIM NEW MATTER - BY BENJAMIN J
GLATFELTER ATTY FOR DEFTS
MOTION FOR PROTECTIVE ORDER AND FOR PAYMENT OF DEFENDANTS
ATTORNEYS FEES - BY BENJAMIN J GLATFELTER ATTY FOR DEFTS
ORDER OF COURT - DATED 11/13/14 - IN RE DEFENDANTS' MOTION FOR
PROTECTIVE ORDER AND FOR PAYMENT OF DEFENDANTS' ATTORNEYS' FEES
RULE IS ISSUED UPON PLAINTIFF TO SHOW CAUSE WHY THE RELIEF
REQUESTED SHOULD NOT BE GRANTED - RULE RETURNABLE AT A HEARING ON
12/16/14 AT 1:30 PM CR 5 - BY THE COURT CHRISTYLEE L PECK J -
COPIES MAILED 11/13/14
PLFF'S RESPONSE TO DEFTS' MOTION FOR PROTECTIVE ORDER AND FOR
PAYMENT OF DEFTS' ATTYS FEES - BY MATTHEW A THOMSEN ATTY FOR PLFF
ORDER OF COURT - 12/16/14 - IN RE: DEFT'S MOTION FOR PROTECTIVE
ORDER AND FOR PAYMENT OF DEFT'S ATTY FEES - BY THE COURT
CHRISTYLEE L PECK J - COPIES MAILED 12/19/14
LAST ENTRY
********************************************************************************
* Escrow Information *
* Fees & Debits Beg Bal Pmts/Adi End Bal *
******************************** ******** ****** *******************************
COMPLAINT
TAX ON CMPLT
SETTLEMENT
AUTOMATION
JCP FEE
REINSTATE COMPL
PREACIPE ARGUME
65.25
.50
9.50
5.00
23.50
11.75
19.75
65.25
.50
9.50
5.00
23.50
11.75
19.75
.00
.00
.00
.00
.00
.00
.00
135.25 135.25
.00
********************************************************************************
* End of Case Information
********************************************************************************
TRUE COPY FROM RECORD
In Testimony whereof, I here unto set my hand
and the set of said -Co at, Carlisle, Pa.
This _/5 day of lyw tats 20
otary
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIAN 5 RN 3: rf
CUMBERLAND COUN j �.
PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a,
CAPOZZI & ASSOCIATES, P.C.,
A PENNSYLVANIA PROFESSIONAL
CORPORATION,
v.
Plaintiff No. 13-716
CIVIL ACTION — LAW
CRAIG FLASHNER, GS OPERATOR,
LP d/b/a GLENDALE UPTOWN
HOME; MADISON HEALTHCARE
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP and PRESTIGE PA
MANAGER, LLC,
Defendants
REQUEST. FOR TRIAL TRANSCRIPT
A notice of appeal having been filed in this matter, the official court reporter is hereby
ordered to produce, certify, and file the transcript in this matter for the hearing/argument which
occurred on December 16, 2014, in conformity with Rule 1922 of the Pennsylvania Rules of
Appellate Procedure.
Date: January 15, 2015 By.
Respectfully Submitted,
n N. ennedy, Esquire
Attorney I.D. No. 68278
Benjamin J. Glatfelter, Esquire
Attorney I.D. No.: 203935
KENNEDY, PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110-0100
(717) 233-7100
Attorneys for Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CAPOZZI ADLER, P.C. f/k/a, rn
ci-c,
CAPOZZI &ASSOCIATES P.C.
> > mac)
A PENNSYLVANIA PROFESSIONAL
(..n
( .
CORPORATION,
--fl (n 1
Plaintiff No. 13-716 v c.)
v.
CIVIL ACTION - LAW
CRAIG FLASHNER, GS OPERATOR, •
LP d/b/a GLENDALE UPTOWN •
HOME, MADISON HEALTHCARE •
MANAGEMENT, LLC, PENNWOOD
OPERATOR, LP and PRESTIGE PA •
MANAGER, LLC, •
Defendants
•
•
PROOF OF SERVICE OF NOTICE OF APPEAL
I hereby certify that a true and correct copy of the foregoing Notice of Appeal will be
mailed to the following on January 15, 2015 via Regular Mail for service as set forth below:
1. Glenn A. Parno, Esquire, Counsel for Capozzi Adler, P.C., at 1200 Camp Hill Bypass,
Camp Hill, PA 17011, via USPS first class mail;
2. The Honorable Christylee L. Peck, Cumberland County Court of Common Pleas,
Cumberland County Courthouse, 1 Courthouse Square, Carlisle, PA 17013 via USPS
first class mail;
3. The court administrator of the Cumberland County Court of Common Pleas,
Cumberland County Courthouse, 1 Courthouse Square, Suite 301, Carlisle, PA 17013
via USPS first class mail.
Date: January 15, 2015 By:
N. Kennedy, Esquire
Attorney I.D. No. 68278
Benjamin J. Glatfelter, Esquire
Attorney I.D. No.: 203935
KENNEDY, PC
Law Offices
P.O. Box 5100
Harrisburg, PA 17110-0100
(717) 233-7100
Attorneys for Defendants