HomeMy WebLinkAbout14-3053 Supreme Co,- ..,,, •01 Pennsylvania
Coumof,Commo Pleas For Prothonotary Use Only:
Ciil�Cove Sheet
( Docket No:
Cu i .berMla'�nd' County 1q.
S� 5 �
The information collected on this form is used solely for court administration purposes. This form does not
supplement or replace the filing and service of pleadings or other papers as required by law or rules of court.
Commencement of Action:
S fix! Complaint ® Writ of Summons Petition
0 Transfer from Another Jurisdiction E-i Declaration of Taking
E
C Lead Plaintiff s Name: Lead Defendant's Name:
RITE AID HDQTRS. CORP. Bainbridge & Knight, LLC
T xi Dollar Amount Requested: Owithin arbitration limits
I Are money damages requested? Yes 0 NoX
(check one) Ooutside arbitration limits
0
N Is this a Class Action Suit? Yes xi No Is this an MDJAppeal? Yes ED No
A Name of Plaintiff/Appellant's Attorney: Brian P. Downey&Tucker R. Hull, Pepper Hamilton LLP
El Check here if you have no attorney(are a Self-Represented [Pro Sel Litigant)
Nature of the Case: Place an"X"to the left of the ONE case category that most accurately describes your
PRIMARY CASE. If you are making more than one type of claim,check the one that
you consider most important.
TORT(do not include Mass Tort) CONTRACT(do not include Judgments) CIVIL APPEALS
®i Intentional E3 Buyer Plaintiff Administrative Agencies
0 Malicious Prosecution In- Debt Collection: Credit Card Board of Assessment
❑ Motor Vehicle Debt Collection: Other Board of Elections
Nuisance Breach of contract . Dept.of Transportation
Premises Liability 0 Statutory Appeal:Other
S 0 Product Liability (does not include 3 Employment Dispute:
mass tort)
E 0 Slander/Libel/Defamation Discrimination
C 0 Other: Employment Dispute:Other 0 Zoning Board
� Other:
,I,
I ❑ Other:
O MASS TORT
0 Asbestos
N E] Tobacco
El Toxic Tort-DES
El Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS
i Toxic Waste
Other: El Ejectment E] Common Law/Statutory Arbitration
B 0 Eminent Domain/Condemnation ] Declaratory Judgment
0 Ground Rent Ej Mandamus
0 Landlord/Tenant Dispute Ea Non-Domestic Relations
0 Mortgage Foreclosure: Residential Restraining Order
PROFESSIONAL LIABLITY Mortgage Foreclosure:Commercial 0 Quo Warranto
Dental 0 Partition 0 Replevin
Legal 0 Quiet Title rJ Other:
13 Medical 0 Other:
0 Other Professional:
Updated 1/1/2011
r
RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF
30 Hunter Lane CUMBERLAND COUNTY, PENNSYLVANIA
Camp Hill, PA 17011
Plaintiff, /}<
NO. ' V V CIVIL TERM
vs.
NEW ENGLAND CONFECTIONERY CIVIL ACTION - LAW
COMPANY, INC.
135 American Legion Highway '
Revere, MA 02151-2405 '
Defendant:
s'=
T'Y
NOTICE TO DEFEND
You have been sued in court. If you wish to defend against the claims set forth in the following
pages, you must take action within twenty (20) days after this complaint and notice are served,
by entering a written appearance personally or by attorney and filing in writing with the court
your defenses or objections to the claims set forth against you. You are warned that if you fail to
do so the case may proceed without you and a judgment may be entered against you by the court
without further notice for any money claimed in the complaint or for any other claim or relief
requested by the plaintiff. You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE.. IF
YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE
SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH
INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE
ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES
THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A
REDUCED FEE OR NO FEE.
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
Telephone: (717) 249-3166
0_
a
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RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF
30 Hunter Lane CUMBERLAND COUNTY, PENNSYLVANIA
Camp Hill, PA 17011
Plaintiff,
NO. CIVIL TERM
VS.
NEW ENGLAND CONFECTIONERY CIVIL ACTION - LAW
COMPANY, INC.
135 American Legion Highway
Revere, MA 02151-2405
Defendant.
AVISO
USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas
que se presentan mds adelante en las siguientes pdginas, debe tomar acci6n dentro de los
pr6ximos veinte (20) dias despu6s de la notificaci6n de esta Demanda y Aviso radicando
personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por
escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le
advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede
proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier
otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la
Corte sin mds aviso adicional. Usted puede perder dinero o propiedad u otros derechos
importantes para usted.
USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO 1NMEDIATAMENTE. SI
USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA
_ OFICINA PUEDE PROVEERLE 1NFORMACION A CERCA DE COMO CONSEGUIR UN
ABOGADO.
SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE
QUE ESTA OFICINA LE PUEDA PROVEER 1NFORMACION SOBRE AGENCIAS QUE
OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE
CUALIFICAN.
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
Telephone: (717) 249-3166
RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF
30 Hunter Lane CUMBERLAND COUNTY, PENNSYLVANIA
Camp Hill, PA 17011
Plaintiff,
NO. CIVIL TERM
vs.
NEW ENGLAND CONFECTIONERY CIVIL ACTION - LAW
COMPANY, INC.
135 American Legion Highway
Revere, MA 02151-2405
Defendant.
COMPLAINT
Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"), by and through its undersigned
attorneys, files this Complaint alleging as follows:
PARTIES
1. Rite Aid is a Delaware corporation with its principal place of business at
30 Hunter Lane, Camp Hill,Pennsylvania 17011.
2. Upon information and belief, defendant New England Confectionery
Company, Inc. ("Necco"), is a Delaware corporation with a principal place of business at 135
American Legion Highway, Revere, Massachusetts 02151-2405.
JURISDICTION AND VENUE
3. This court has jurisdiction pursuant to 42 Pa.C.S. §931(a).
4. Venue in this Court is proper because the cause of action arose in
Cumberland County and a transaction or occurrence took place out of which the cause of action
arose in Cumberland County.
RELEVANT FACTS
5. Rite Aid is a national drug store chain with its principal office in
Cumberland County, Pennsylvania.
6. At all times relevant to this Complaint,Necco was involved in the
manufacture, sale and/or distribution of confectionary goods and related products ("Products").
7. Throughout its relationship with Rite Aid, Rite Aid and Necco entered into
a series of agreements to govern their relationship. Included among these agreements are a series
of Promotional Funding Agreements pursuant to which Necco agreed to pay Rite Aid money
equal to a certain percentage of Rite Aid's gross purchases of Necco products during a particular
time period, which funds were used to develop and co-execute marketing support for promoting
and advancing the sales of Necco's products in Rite Aid stores. True and correct copies of the
Promotional Funding Agreements entered into by Necco are attached hereto as Exhibit A.
8. Throughout its relationship with Rite Aid,Necco also entered into a series
of Rite Aid Loyalty Card Promotion and Funding Agreements pursuant to which Necco agreed
to pay Rite Aid money equal to a percentage of Rite Aid's gross purchases of Necco products
during a particular time period, which funds were also used for the promotion of Necco products
in Rite Aid stores. True and correct copies of the Rite Aid Loyalty Card Promotion and Funding
Agreements entered into by Necco are attached hereto as Exhibit B.
9. Throughout its relationship with Rite Aid,Necco also executed several
Incremental Investment Agreements authorizing a temporary price reduction or mark-down of
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Necco products in Rite Aid stores. True and correct copies of the Incremental Investment
Agreements executed by Necco are attached hereto as Exhibit C.
10. As of May 15, 2014,Necco's account reflects a$127,754.34 negative
balance based on charges that Necco agreed to pay to Rite Aid. A true and correct copy of the
current Statement of Account is attached hereto as Exhibit D.
11. All of the charges reflected on the Statement of Account as attached hereto
as Exhibit D are authorized by one or more of the agreements executed by Necco.
12. As of the date of the filing of this Complaint,Necco is in breach of its
agreements with Rite Aid because it refuses to pay Rite Aid the negative account balance due.
COUNT 1
BREACH OF CONTRACT
13. Rite Aid incorporates the averments in paragraphs 1 through 12 above as
..if fully set forth herein.
14. As noted above, Rite Aid and Necco executed a series of agreements that
set forth the terms and conditions governing their relationship.
15. The agreements entered into between Rite Aid and Necco are valid and
enforceable.
16. Rite Aid has performed all conditions precedent under all agreements with
Necco.
17. As of May 15, 2014,Necco has a negative account balance of
$127,754.34.
18. Despite repeated requests and attempts to resolve this dispute,Necco
refuses to pay the negative account balance to Rite Aid.
-3-
19. Necco is in breach of its contract with Rite Aid because it has failed to pay
the negative balance on its account.
20. Necco's conduct is without excuse or justification.
21. As of the date of this filing, Rite Aid has suffered damages in excess of
$127,754.34 due to the breaches of Necco.
WHEREFORE, Rite Aid requests judgment in an amount in excess of
$127,754.34, plus interest, costs and all other amounts deemed appropriate by the Court.
COUNT II
UNJUST ENRICHMENT
22.' Rite Aid incorporates the averments in paragraphs 1 through 21 above as
if fully set forth herein.
23. In the event Necco contends that some or all of the above-referenced
agreements are invalid or unenforceable, Rite Aid is entitled to recover the outstanding amounts
due to prevent Necco from being unjustly enriched.
24. As is customary in the industry,Necco was to pay for certain fees
associated with the sale of its product and to contribute certain amounts of money for the
marketing and promotion of its products.
25. Rite Aid has a reasonable expectation to be paid the negative balance
comprising such fees and marketing and promotional expenses.
26. In the event that some or all of the above-referenced agreements between
Rite Aid and Necco are deemed to be unenforceable, Rite Aid has no adequate remedy at law.
27. Necco reasonably should have expected to pay the fees and marketing
expenses set forth in the statement of account that is attached hereto as Exhibit D, as such fees
and expenses are customary in the industry.
-4-
28. It would be inequitable for Necco to receive the benefit of the amounts
still owed to Rite Aid.
29. Rite Aid is entitled to collect the outstanding balance, plus interest, from
Necco under the doctrine of unjust enrichment.
30. Necco's wrongful conduct has caused damage to Rite Aid.
WHEREFORE, Rite Aid requests judgment in its favor and against Necco in an
amount in excess of$127,754.34, plus interest, costs and all other amounts deemed appropriate
by the Court.
Dated: May 19, 2014 ! `
Brian P. Downey (PA 59891)
Tucker R. Hull (PA 306426)
PEPPER HAMILTON LLP
Suite 200
100 Market Street
P.O. Box 1181
Harrisburg, PA 17108-1181
717.255.1155
866.422.1305 (direct fax)
downeyb@pepperlaw.com
hullt@pepperlaw.com
Attorney for Plaintiff
Rite Aid Hdqtrs. Corp.
-5-
VERIFICATION
Nick Nichols signs this Verification on behalf of Rite Aid Hdqtrs. Corp., and does
hereby verify that the foregoing Complaint was prepared with the assistance and advice of
counsel, and in reliance upon counsel's advice; that the document, subject to inadvertent or
undiscovered errors, is based upon and therefore limited by the records and information still in
existence,presently recollected and thus far discovered in preparation of this document; and that
subject to the limitations set forth herein,the statements contained in this document are true and
correct to the best of his/her knowledge, information and belief. The language of the foregoing
document is that of counsel.
It is understood that the statements herein are made subject to the penalties of
18 Pa. C.S. § 4904 relating to unsworn falsification to authorities.
1 I� A411UV
Name: Nick Nichols
Title: Category Manager
#25626186 A
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• Contract it V 6,1c
Rite Aid Prom6itionsl Funding Agreement
Fiscal Year 2013
Saftod on Actual Purchamm
Category Mgr./Assoc Category Mg(.
Company Name: -L-f 2 -;7
Vendor#
Billing Address
Contact y . Phone 0 Fax R.
(Supplier)hereby agrees to pariticipatu,in Rite Aids Fiscal Year 2013
sup Fier promotional program in the amount indicated herein. The arnount to be paid by Supplier will be
of Rite Aid's gross purchases of Supplier's products during Rite Aid's fiscal year beginning
March 4, 2012 and ending on March 2,2013. The Funding will be used to develop and co-execute
marketing support deemed appropniabe by Suppliers Rite Aid Category Manager for promoting and
advancing the 381c3 of Supplier's products in Rite Aid stores, The Promotional Funding is in addition
to and not in substitution for or diminution of any negotiated pricing, paymeent terms,volume incentives,
rebates, other contract purchase incentives,funding for retail markdowns, oft-self displays, Single Check
-Rabahep futfilliment,now items, new store allowances, Trade Show participation,Rite Aid Foundation
Charity Golf Classic, Wellness Plus Funding, or other programs now existing or that may be developed
from time to time.
The Supplier's Funding Commitment is firm and non-cancelable for any reason whatsoever upon execution
of this agreement Proof of performance YAII not be provided. Invoicing(which will be accomplished through
Rite Aid deductions from any arlriounts owing by Rite Aid to Supplier according to Rite Aid's books and
records)of the funding commitment will occur in twelve installments on or about 411/12. 4/29112,613112,
7/1/12, 7/29112, 912112, 9/30112, 10128/12, 12/2/12, 12/30112. 1127(13, and 3/3/13, The invoicing and
deductions will be based on Rite Aid's gross purchases of the Supplier's products during the prior month jy
The P"ornotional Funding is based on Rite Aid's fiscal year(March 4 2012-March 2, 2013)Gross
purchases.
:�*
OnPS
FORECASTED PROMOTIONAL FUNDING COMMITMENT 6
FORECASTED GROSS PURr
ASES-
1
C
40 AJO —Vo"ey Mgr Aotholize,d S�190.1101,I*-
"
Pninvea ii Rite AAd'V1Ce Flire )dent
Rita Aid Date
r +�
Contract It 0346199
Rite Aid Promotional Funding Agreement
. Fiscal Year 2012
Funding
Company Name: NECCO-STARK-HAVILAND
C'atF-gnry Mgr
Billing Addross: ATTN:PAUL3 DIBARTOLOMEO I Assoc. VAL 3TANSFIELD
i atA.q ry Mgr..
1133 AMERICAN LEGION HWY Vendor At "t-t321
REVER2 MA 021912406
Contact: HANS BECHER 11burle: 262.691-4600
Email: hboeherQn&cco.eaim Fa-v: 202-a9t-4414
NECCO-STARK•HAVIIAND i$uppiier)hereby dgrepa to pdnicirnte in Rite Aid's I:i,VAI Year 20.12 suppler
promotional program in tho amcont rndic-al.0 herein.The amount ir,ba,paid ty Supplier will be 10.00%of Rite
Aid's Gross purchases of Suppliers products betvreec February 27,201' and Marren 3,2012 tbut not iFtas than
the Minimuaa Prnmotivnal Funding Commitment slot forth below).T1r5 Fundinq will be used w aevWop and co-
execute marketing suvooi t deerned appropriete by 3r:pplier'ta Rile Aid CwN. orb Manager for j ron,oling and
advancing;ha gales ttf Suppller't pradu�ts in Rita?Id stores, I he P rometional Fvnd ng is in add-bon:o and not
in substitution for or diminution of any negotiated pricing,payment terms,volwtvs incertives,rebntOs,other
cvnttaCt p(irchase incenklves.luoding for retail rnarkduwns, cuff-snail aispiaYs•Singlw C:nnuK Rebate tttffilimwd,
new items,new stere atic.wanrnc,773da Shuv+UafhCinafior'1,Rite Aid FoullAielian Charity Colt t'.h:n,c,W*llvess
Plus Funding,or oifier programs now existing or that may be dweioped from time to trine
The Supplier's Minimum Prornorinnal Funding Commitment is firm and noircanrelabie for any reason
whatsoever upon execution of thia agreement.Prnof at Derformaiwu will not be provided.Invorpurg(which will be
accomplished Unr.,ugn R8e Aid deductions frun,any amounts owing by Rite Aid to Suppin_r uceording to Rite
Aida books ana records)of the Minimum wrmmntionel runding Cnmmitmeru will accur m I`Avlve equal
installments on or abuul the Orsi day of each calendar month beginning 31'12011
The Prnmotional Funding is based on Rite Aid's fiscal year(February 27,2011-Memo 20121. If ectuul Grana
I-rrhases em--mo the Fcrcast,!d Gross Pwta•ases set forth below,the additional funding, it awl,wilt t>e billed 04
and deducted tty Rite Aid at the and of each tuts Aid fiscal period in which exrAeded Grose puzubases rxcurred ,fit
MM ROMOTIONAL FUNDING COMMITMENT: �� $0
FORErGA8TED GROSS PURCHASES: � JJ so
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auuwAred;:pnan.n: .;J'I. L' -��. Ree.rein r.nra�ry•aarayar.. ti ZY-�.t
pnnwd Nemai •-'�F.�>'!.!'(f r y;:rr.�:(cr Pd.d Ad V"rte�ident: —
oetame:. �.. oet �t
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Oncun:entsand ScU ng:+lchiadj5',Lnral Settings',Tritrtar7ca ]ntnmut I dcal0L1<71w... 1117.•201
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PJ'F# 0010-5918
!lite Aid Loyalty Gard Promotion nud Funding Agrcement
k1scal Year 2013
Category Mgr./Assoc.Category M$n
3�-
Supplier Name ' Vcndvr u `�
,Nddress 33- _ r 1 vti-- �t1
Contact I'honc ax 'jAt{—q.31p-
("Supplier"')hrmby agrees to participate in Rite Aida Fiscal Year 2013 Loyulty Card
Promotion Funding prot,.ram in the percentage of gross sales amount indicated herein by executing this Loyalty
Card Promotion and Funding Agrmmcnl("Agr'eetrlenl"). The funding amount("Funding')to be paid by
Supplier will equal 1.5 %,of Ritc Aid's sues pttrchases of Supplier's Products during the Rite Aid Fiscal
Year 2013 (beginning on or about March 4,2012 and carding on]Oath 2.2013). This Funding will be uscti to
support an.additional level of discount involving Suppiic-r's product(s). 1 he discount amount will he
determined by Rite Aid'4 Category Manager working with the Supplier, Orly discoviitic actually redeemed by
Rite Aid retail customer%will decrement the Funding rctablished by this Agreement. This funding is in
addition i0.and notin substitution for or diminution of; any other negotiated promotional funding,pricing,
payment terrrrs, volume incentives,rehatee,,other purcharc incentives,funding for retail markdowns,otl-shelf
displays,single check rebate fulfillment,new itcrns,new slore Allowances,Health kesnurce Rite Advice
participation,Rite Aid Foundation Charity Golf Classic,or any olhcr programs or agreements now existing
between Trite Aid and Supplier or that may be developed lion lime to tirrw in the future.
The Funding is based upon kite Aid's Fiscal Year 2013(March 4.2012 Murch 2,2013)muss ptmhases.
Supplier's funding commitment is fine and non-canceiahle for any reason what�wevrr upon Supplier's
execution Of tlihs Agreement, Invoicing(which will he accomplished through Ritz;Aid deAucliona from any
arnounts,)wing by Rite Aid to Supplier according to Rite Aid's books and mcorda)ofthc Funding conunitmmi
will occur in twelve installments an or about 4/1112,4/29/121 6/3/12, 7/1/12, 7/29/12,9!2/12,9/30/12, 10/2Y/12,
12/2/12, 12/30/12. 1/2713,and YMI.3. The invoicirig and deductions fnr these twelve installment payments
will be owed upon Rite Aid's gross purcha4es of the Supplier's product-,during the prior month.
Supplier and Rite Aid agree Hutt any funding that is lieu ed as of the end ot'Rite Aid's Fiscal Year will b--
rolled over to the next t iscttl Year. I lowever,all ml)over Funding must he used by the end of the first quarter
of the following fiscal Yetis. if the roll over funding is not used by the end of the first quarter of the following
1-isvul Year,!lite Aid rvsrrvcy(he right to retain the rolled over futldiog. Supplier also understandv and agrees
that in the event that ifs Funding balance becomes negative,for any reason whatsoever,�Mite�`Ai�res rve.a the
right w deduct said balance against Supplier's vendor account with Rite Aid. �o flu 3 a vc)
Furecruted Funding Commitment: 4 ^Q
Forecasted Gross Purchases S �� tar arQ
Supplier Authorized Signature J �X Rite Aid Category Mgr.
Printer!Name Rite Aid Vice President ,
tale TWO Rite Aid Date LJ
Rj'F 0008-7188
I'apc l 01 1
Contract #0346200
Rite Aid Loyalty Card Promotion and
Funding Agreement
Fiscal Year 2012
Based on Actual Purchases
Company Name: NECCO-STARK-HAV1LAND
!7stegnry Mqr.
Billing Address: ATTN:PAULS UIBARTOLOMEO ;1'>stor.. VAL 8TANSFIELD
Category Mgr.:
135 AMERICAN LEGION HWY vendor#: 14327
REVERE MA U21512405
Contact HANS BECHER Photo:: 262-691.0600
Ernati hh-mVer0neccr xam Fra)d: 262-661-4414
NECCCi 11TARK-WAVILANO(Suppliar)hcaruy,+grPaR to parrclpate in Ritu,Aid's Fiscal Yoar 2012 Loyalty Cwa
Promotion ror;dinp T3!vyrarn In the arr-aunt indlrated hamin b/cxertnfng/.his Loyalty Carc p•ornour�n and
uncing Agreement(•Ayreerrtenl•').The.amouMl to be paid by Supplierwill egtAl 1.50%of Rite Atd'S Crass
purchases of Suppliers products during the mite Aid fiscal year t>eginning on Or about Febirafy 2/•2011 :and
w4iny on M1lorrh 3, 2012.The ammolion funding will be used to support an additional level of r5l5count.The
viscount arnuuni veil:ba deferminnd bj time Aid's CaMgori,Manage,wurking wit-i the SuMilor Only disoouois
actl4liN rPdpemed by and custurners will decreer ,nt the prntrotlon fundrt=y ustoblishr;d by fhia Agreement This. _
promotion funding is in addition to,aW not in substitution for or diminution of,any other negotlated promotional
fund;ng,pricing.payment terms,.volutne incentives,tcbates.other purchase Incentives funding for retail
markdowns,aft-wigif clispNyR,n,ngle chock reu,d*fulfillment.new items,now stun.91lowances,Hearn
Resource Rite Advice participation,Rite Aid I-Lundation Charity Golf Class!C,or any uthur prapramh nr
agreements now existing betxcun bite Aid end Supplier or that may bs developed frnm fine to time in the future.
TTIE Suppiler's f=unding Commitment is firm and nnn•rancelable for any iea6on whatsoever upon Supplier's
execution of this Agreement. !nvairinfi(which call:ba 3CComptished through Rite Aid Jaductions troth any
arricuoLs owing by Rita Aid to Suppller according to Rite Aid's books and mcords)of the funding c:ummirtnvant will
aceut in tweive ineradmnntr;on tx about 3,`27:2011,472412011, 50017.011,131261201 t, 7124/24'1,W2&'2011
9125!2011. 10123x011, 11)27;201', 11112712 1,'Zr3.'2ol2, and 3mi2012.The nvoicing and doduVioone'will be
based on Rite Aid's gross pu4ciius(m of the Suppliers products during the prior month.
it
The runding is Cased on Rite/lid's fiscal year?012{February 27,2,011 •Mafch 3,201'2)Gross purr.hase6 and � /fir
MIt be dertucterl In 12 monthly inrrementE on or about The first of edt:h nunth starting in March,2011,
FORECASTED FUNVINO COMMITMF-NTi so
FORECASTED GRUBS PIJRCRAS£S:
aJmonwa s%an:urv: ,yam f �� S�:' RtGc Jue uarenv.r Maney,r(y .-
Print'tlNart)e: •,te wtl V,rw�rrr%Mame �'`�^
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f.iSr%:CaCtr.>;:urnrrd.er,•1 4enfi-Fa\chiudjs`.Lucttl Schfngx�1'cmpclnary itt4ra-ncl Filcs'01 KT.vv.,• i127,'2011
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� Contre�c!�Oa1 T91�
Fsear Year 2012::11pQ6al parpcipaj n
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VE tlOrf, ]t3D M�orNero tJM0-S`ARK+IAVjLAIjD
Aflir�Agr Yf6 ATTN:PAMS JIkAN rp;_GME0 'COIC ' hljr VALSTANS9ELD -
13S AMERICAN r-EWON-M1 y
MERE MA 021512/35
f.�rvf3er dark Chitala
F-"--Daus 123WID1t-
!•7j2012
Evans irM CIRCULAR FEA'URE SCANDO"
'.Qr(raU OF-r;. AO price 50-68
Item is Nxm Description Site Cost
cs1J:o, �?3fsr�r�, MresonlFunding
soil
SlwcalDirectionlAAFtionalRen&tk,
aQCrAlTH�i-M1f,tUf.p r9.vv♦
i1r 40 +••l fpwa►pn efaacr T.LJ«reny..:Yla: 4fn1--iM Mrt1
`�•M lh rnm rr-.xNrxM'fol!�er a.r nw..drnlu! rfPf;s -.•OMri Frr*r{rfwl•f
•wf.ro-�rf,. '. var f:s<xnr.z. n.•.J r.fro«+f+n.+efu yrMwrin.n
�:11 rqx-�-%rll?f 7!)P�rrw.0?ayxfaf fy f�rutr.y A�+.rrfrnfrfl fr.f�
vi•n...4rrw �r 1:�f.�rrnbr,t 'r,f.Ta .rAi Irf ere.i • )J:qa -
n..f�t.ri�fw..,r,a.d,.;a,�-,oernc�nn.+nx•Mr�rra:•+ne.
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HAVIIAND CANDY,INC. VM 36783
Statement of the Account as of 5-15-14
Desc t UoC I DOC Dato Duo paw c Amt I Shr Pm ArntIi A Net A Ho d Ind
Markdowns 0434005 1/6!2012 119/2012 $ (44,008.02) $ - $ - $ - $ $ (44,008.02)
Invoice 187869 12/22/2011 1/10/2012 $ 1,486.08 $ (29.72) $ - $ $ - $ 7,456.36
Invoice 188012 12/29/2011 1/10/2012 $ 1,399.68 $ (27.99) S - $ $ - $ 1,37169
Markdowns 0417943 1/12/2012 1/12/2012 $ (328.05) $ - $ - $ $ - $ (328.05)
Invoice 187857 12/22/2011 1/17/2012 $ 32,310.00 $ (646.20) S - $ - $ $ 3
Invoice 188095 12/30/2011 1/17/2012 $ 1,347.84 $ (28.96) $ - $ - $ $ 11,663.80
,320.88
Unsaleables D042914448 1/20/2012 1/23/2012 $ (833.20) $ - $ - $ $ - $ (833.20)
Unsaleables D044989452 1/20/2012 1/23/2012 $ (1,778.56) $ $ - $ $ - $ (1,778.56)
Unsaleables D050854445 1120/2012 1/23/2012 $ (843.41) $ - $ - $ $ $ (84341)
Deferred Revenue 0437172 .1/31/2012 2/1/2012 $ (2,483.97) $ - $ - $ - $ $ (2,483.97)
Invoice 188859 1/24/2012 2/3/2012 $ 1,630.08 $ (32.60) $ - $ - $ $ 1,597 48
Invoice 188671 1/24/2012 2!3/2012 $ 1,584.00 $ (31.68) $ - $ - $ $ 1,552.32
Invoice 188672 1/24/2012 2/3/2012 $ 1,584.00 $ (31.68) $ - $ - $ $ 1,552.32
Invoice 188673 1/24/2012 2/3/2012 $ 2,211.84 $ (44.24) $ - $ - $ $ 2,167.60
Invoice 188682 1/24/2012 2/3/2012 $ 1.503.36 $ (30.07) $ - $ - $ - $ 1,473.29
Advertising Allowances 0437171 2/8/2012 2/6/2012 $ (8,279.89) $ - $ - $ - $ $ (8,279.89)
Invoice 188665 1/24/2012 2/6/2012 $ 1,497.60 $ (29,95) S - $ - $ - $ 1,467.65
Invoice 188683 1/24/2012 2/6/2012 $ 1,486,08 $ (29.72) $ - $ - S $ 1,458.38
Invoice 188703 1/25/2012 2/7/2012 $ 1,532.16 $ (30.64) $ - $ - $ - $ 1,456 36
Invoice 188745 1126/2012 2/8/2012 $ 1,497.60 $ (29.95) $ - $ - $ - $ 1,487.65
52
Invoice 188917 2/3/2012 2/13/2012 $ 2,131.20 $ (4262) $ - $ - $ $ 2,088.58
Markdowns 0441120 2/22/2012 2/22/2012 -$ (84,281.78) $ - S - $ $ - $ (6 2,08876)
Direct Whse Returns 11005035 1/5/2011 2/23/2012 $ (4,581.35) $ $ - $ - $ - $ (1,581.35)
Invoice 189061 2/13/2012 2/23/2012 $ 1,601.28 $ (32.03) $ - $ - $ - $ 1,569.25
Invoice 189091 2/14/2012 2/27/2012 $ 1,948.88 $ (38.94) $ - $ - $ $ 1,907.94
Unsaleables D044519446 2/24/2012 212812012 $ (418.29) $ $ $ - $ - $ (416.29)
Unsaleables D046745452 2/24/2012 2/28/2012 $ (1,340.04) $ - $ - $ - $ - $ (1,340.04)
Unsaleables 0052506445 2/24/2012 2/28/2012 $ (977.34) $ - - $ - $ - $ - $ (977.34)
Invoice 189175 2/17/2012 3/5/2012 $ 1,497.60 $ (29.95) $ - $ - $ $ 1,467.85
Invoice 189217 2!22/2012 3/5/2012 $ 1,566.72 $ (31.33) $ - $ - $ $ 1,535.39
Invoice 189238 2/23/2012 3%5!2012 $ 1,584.00 $ (31.68) $ - $ - $ - $ 1,552.32
Invoice 189241 2/23/2012 3/5/2012 $ 2,822.40 $ (56.45) $ - $ - $ $ 2,765.95
Markdowns 0445533 3/6/2012 3/6/2012 $ (53.75) $ - $ - $ - $ $ (53.75)
Invoice 189254 2/23/2012 3/7/2012 $ 1,549.44 $ (30.99) $ - $ - $ $ 1,518.45
'Invoice 189304 2/27/2012 3/8/2012 $ 1,664.64 $ (33.29) $ - $ - $ - $ 1,631.35
Invoice 169338 2/28/2012 3/12./2012 $ 1,514.88 $ (30.30) $ - $ - $ $ 1,484.58
Markdowns 0429011 3/12/2012 3/1312012 $ (979.15) $ - S - $ - $ - $ (979.15)
Advertising Allowances 0443864 3/12/2012 3/13/2012 8 (1,229.47) $ - $ - $ - $ $ (122847)
Deferred Revenue 0443865 3/12/2012 3/13/2012 $ (368.84) $ - $ - $ - $ - $ (368.84)
Invoice 189435 3/6/2012 3/16/2012 $ 1,618.56 $ (32.37) $ - $ - $ - $ 1,586.19
Invoice 189438 3/6/2012 3/16/2012 $ 1,670.40 $ (33.41; $ - $ - $ - $ 1,636.99
Invoice 189418 3/5/2012 3/19/2012 $ 1,647.36 $ (32.95) $ - $ - $ - $ 1,814.41
Invoice 189449 3/7/2012 3/19/2012 $ 1,618.58 $ (32.37) $ - $ $ - $ 1,586.19
Invoice 189518 3/12/2012 3/22/2012 $ 1,584.00 $ (31.68) S - $ - $ - $ 1,552.32
Invoice 189597 3/15/2012 3/26/2012 $ 1,555.20 $ (31.10) $ - $ $ $ 1,524.10
Unsaleables 0046214448 3/23/2012 3/26/2012 $ (588.79) $ - $ - $ - $ $ (588.79)
Unsaleables D048447452 3/23/2012 3/26!2012 $ (729.85) $ - $ - $ - $ $ (729.85)
Unsaleables D054225445 3/23/2012 3/26/2012 .$ (1,309.70) $ - $ g - $ - $ (1,309.70)
Invoice 189603 3/15/2012 3/27/2012 $ 2,424.96 $ (48.50) $ - $ - $ $ 2,378.46
Invoice 189640 3/20/2012 4/2/2012 $ 1,762.56 $- (29.95) $ (264.96) $ - $ - $ 1,467.65
Invoice 189693 3/22/2012 4/2/2012 $ 1,670.40 $ (33.41) $ - $ - $ - $ 1,636.99
Markdowns 0430960 3/30/2012 4/3/2012 $ (451.60) $ - $ - $ - $ $ (451.60)
Offset Transaction H387830201 4/3/2012 4/3/2012 $ 100,000.00 $ - $ $ $ 100,000.00 Y
Offset Transaction H367830201 4/312012 4/3/2012 $ (100,000.00) $ - $ - $ - $ - $ (100,000.00)
Invoice 189742 3/26/2012 4/5/2012 $ 2,361.60 $ (47.23) $ - $ - $ - $ 2,314.37-
Invoice 189746 3/26/2012 4/5/2012 $ 1,486.08 $ (29.72) $ - $ $ - $ 1,456.36
Vendor Compliance 3432700157 3/28/2012 4/5/2012 $ (310.00) $ - $ - $ - $ $ (310.00)
Invoice 189751 3/26/2012 4!9/2012 $ 1,566.72 $ (31.33; $ - $ - $ $ 1,535.39
Markdowns 0450017 -4/9/2012 4/10/2012 $ (1,000.00) $ - $ - $ - $ _ $ (1,000.00)
Markdowns 0434773 4/12/2012 4/12/2012 $ (1.378.95) $ - $ - $ - $ - $ (1,378.95)
Invoice 189872 4/2/2012 4/12/2012 $ 7,332.48 $ (146.65) $ - $ - $ - $ 7,185.83
Invoice 189885 4/2/2012 4/12/2012 $ 1,601.28 $
Markdowns 0450738 4/13/2012 4/13/2012 $ (67,044.38) $ (32.03) $ _ $ $ _ $ (67,0 4938)
Vendor Compliance 3432700158 3/1/2012 4/14/2012 $ (1,250.00) $ - $ - $ - g $ (1,250.00)
Invoice 189883 4/2!2012 4/16/2012 $ 1,785.60 $ (35.71) $ - $ $ - $ 1,749.89
Invoice 189977 4/10/2012 4/20/2012 $ 1,929.60 $ (38.59) $ - $ - $ - $ 1,891.01
Invoice 189920 4/6/2012 4/23/2012 $ 2,062.08 $ (41.24) $ - $ - $ $ 2,020.84
Unsaleables D051346446 4/20/2012 4/23/2012 $ (716.66) $ - $ $ $ - $ .020 4
Unsaleables D053704452 4/20/2012 4/23/2012 $ (753.25) $ - $ - $ - $ $ (753.25)
Unsaleables 0055892445 4/202012 4/23/2012 $ (1,449.24) $ - $ - $ - $ $ (144924)
Invoice 190039 4/12/2012 4/24/2012 $ 1,699.20 $ (33.98) $ - $ - $ - $ 1,665.22
Invoice 190129 4/18/2012 4/30/2012 $ 3,432.96 $ (68.66) $ - $ - $ - $ 3,364.30
Invoice 190158 4/19/2012 4/30/2012 $ 1,733.76 $ (34.88) $ - $ $ $ 1,699.08
Invoice 190166 4/20/2012 5/1/2012 $ 1,647.36 $ (32.95) $ - $ - $ $ 1,814.41
Deferred Revenue 0410161 5/1/2012 5/2/2012 $ (733.36) $ $ $ - $ $ (733.36)
Advertising Allowances 0410160 5/2/2012 5/3/2012 $ (2,444.54) $ $ $ - $ - $ (2,444.54)
Invoice 190182 4/23/2012 5/3/2012 $ 1,946.88 $ (38.94) $ - $ - $ - $ 1,907.94
Invoice 190201 4/242012 5/4/2012 $ 1,503.36 $ (30.07) $ - $ - $ - $ 1,473.29
Invoice 190241 4/25/2012 5/9/2012 $ 2,177.28 $ (43.55) $ - $ - .73
$ $ 2,133
Markdowns 0439430 5/10/2012 5/10/2012 $ (1,274.65) $ - $ - $ - $ - $ (2,13365)
Invoice 190345 5/4/2012 5/14/2012 $ 1,681.92 $ (33.64) $ - $ - $ $ 1,648.28
'Vendor Compliance 3432700159 4/1/2012 5/142012 $ (500.00) $ - $ - $ - $ - $ (500.00)
Direct Whse Returns 000060729 5/14/2012 5/15/2012 $ (201.48) $ - $ - $ - $ - $ (201.48)
Direct Whse Returns 000060731 5/14/2012 5/15/2012 $ (348.02) $ - $ - $ - $ - $
Invoice 190273 42 (348.02)
6/2012 5/15/2012 $ 1,601.28 $ (32.03) $ - $ - $ $ (38925
Invoice 190353 5!4/2012 5/15/2012 $ 1,601.28 $ (32.03) $ - $ - $ - $ 1.569.25
Invoice 190371 5/4/2012 5/16/2012 $ 1,870.40 $ (33.41) $ - $ - $ $ 1,636.99
Invoice 190388 5/42012 5/18/2012 $ 1,762.56 $ (35.25) S - $ $ - $ 1,727.31
Invoice 190455 5/712012 5/17/2012 $ 2,972.16 $ (59.44).$ $ $ $ 2,912.72
Vendor Compliance 3432700160 5/92012 5/1712012 $ (310.00).$ - $ - $ - $ $ (310.00)
Direct Whse Returns 000060725 5/14/2012 5/19/2012 $ (45.79) $ - $ - $ - $ - $ (45.79)
Invoice 190440 5/7/2012 5/21/2012 $ 3,346.56 $ (66.93) $ - $ - $ $ 3,279.63
Invoice 190519 5/10/2012 5/21/2012 $ 1,549.44 $ (30.99) $ - $ - $ $ 1,518.45
Invoice 190526 5/1012012 5/21/2012 $ 12,608.64 $ (252.17) $ - $ $ - $ 12,356.47
Direct Whse Returns 000060726 5/15/2012 5/22/2012 $ (164.85) $ - $ - $ - $ g (164.65)
Invoice 190531 5/10/2012 5/22/2012 $ 1,503.36 $ (30.07) $ $ - $ - $ 1,473.29
RA Books
As of 5-15-14
Page 1 of 3
9 '
Vendor Compliance 3432700161 5/14/2012 5/22/2012 $ (310.00) $ $ E
Invoice 190574 5/14/2012 5/24/2012 E 1 $ $ .038 4
Invoice ,059.84 $ (2120) $ - $ - $ $ 1,03864
190582 5/14/2012 5/24/2012 $ 1,881.92 $ (33.64) $ $
Markdowns 0448324 5/24/2012 5/25/2012 $ $ - $ 1,64828
Direct Whse Returns 000060728 5/14/2012 5/26/2012 E (1,235.45) E - $ - $ - $ $ (1,235.45)
Invoice 190553 5/11/2012 5/29/2072 $ 1`5944) $ a $ $ S $ (164.85)
Invoice 190611 5/16/2012 529/2012 $ 3,525.12 $ (70.50) $ $ $ $ 7,518.45
Invoice 190681 5/18/2012 5/29/2012 $ 3,254.40 $ (6509) $ $ $- $ 3,454.62
Unsaleables D053054448 5/252012 5/29/2012 $ (327.52) $ $ - $ $ 3,189.31
Unsaleables D055512452 5/25/2012 5/29/2012 $ _ _ $ $ (327.52)
Unsaleables D057625445 5/25/2012 5/292 (995.51) $ E $012 $ (698 70) $ $ $ $ $ (695.70)
Vendor Compliance 3432700162 5/222012 5/30/2012 $ - - $ - - $ (995.51)
5/17/2012 6/2/2012 (310.00) f - - $ E (310.00)Direct Whse Returns 000080730 E
$
(192.33) $ - $ $ - E
Direct Whse Returns 000060733 5/14/2012 6/2/2012 $ _ $ (192.33)
Invoice 190605 5/16/2012 6/4/2012 $ 1(186.56) $ $ $ $ $ (256.44)
Invoice 190728 5/22/2012 6/4/2012 $ 1,54944 $ (23.73) $ $ - $ - $ 7,162.83
Invoice 190658 5/182012 6/52012 $ 777.60 $ !30.99) $ - $ - $ - $ 1,518.45
Invoice 190806 52512012 6/5/2012 E 1,98144 $ (15.55) $ - $ - $ $ 762.05
Deferred Revenue 0459501 6/12/2012 6112/2012 $ (73561) g (39.63) $ - $ - $ - $ 1,941.81
.
Advertising Allowances 0459502 6/12/2012 8/12/2012 $ $ $ - $ (735.61)
Invoice (2,452.03) $ - $ - $ - $ - $ (2,452 03)
190874 5/30/2012 6/12/2012 $ 1,503.36 $ (30.07) $ - $ - $ $ 1,473.29
Invoice 190826 5/29/2012 6/13/2012 $ 1,503.36 $ (3p 07) $ $ E
Invoice 190961 6/5/2012 6/18/2012 $ 2,131.20 $ $ 1,47329
Invoice 190959 6/5/2012 6/19/2012 $ 1,50336 $ (42.62) $ - $ - $ - $ 2,088.58
Invoice 190995 6/6/2012 6/19/2012 $ 1,814.40 E (30.07) E - $ - $ $ 1,473.29
Invoice 190996 6/6/2012 6/19/2012 .$ 1,549.44 $ (36.29) $ - $ $ $ 1,778.11
(30.99) $ $ $ $ 1,518.45
Markdowns 0446929 6/21/2012 6/21/2012 $ (1,322.50) $ - $ _ $ $
Vendor Compliance 3432700163 6/15/2012 6/23/2012 $ (310.00) $ $ _ $ (1.322.50)
Unsaleables 0054730448 6/22/2012 6/25/2012 $ $ $ $ (310,00)
(203.97) $ - $ - $ - $ $ (203.97)
Unsaleables D057264452 6/22/2012 6/25/2012 $ (498.50) $
Unsaleables 0059346445 6/22/2012 6/252 $ $ $ $012 $ (703.96) $ $ (498.50)
Markdowns 0463335 6/28/2012 6/282012 $ (47,074.50) $ _ $ _ $ $ $ (703.96)
Deferred Revenue 0464633 7/3/2012 7/52012 $ $ $ $ (47,074.50)
(150.07) E - $ E
Advertising Allowances 0464634 7/9/2012 7/10/2012 . $ $$ $ (150.07)
$ (50026) $ - $ $ -
Unsaleables 0056345446 7!20/2012 7/23/2012 $ (570.47) $ _ $ $ - (500.26)
Unsaleables 0058947452 7/20/2012 7/23/2012 $ (724.31) $ _ $ $
$ $_ $ (570.47)
Unsaleables 0061087445 7/20/2012 7/23/2012 $ $ (724.37)
(1
Markdowns 0451002 7/26/2012 7/26/2012 $ ,333.07) $ - $ - $ - $ - $ (1,333.07)
(123810) $ $
Markdowns 0455960 8/18/2012 8/18/2012 $ $ $ - $ (1,236.10)
Unsaleables D057986446 8/24/2012 8/27/2012 $ (47180) $ $ $ - $ $ (971.80)
Unsaleables DG60642452 8/24/2012 8/272012 $ (448.58) $ - $ $ - $ - $ (448.58)
Unsaleables D062729445 8/24/2012 8127/2012 $ (1,149.04) $ $ - $ _ $ _ $ (1,149.04)
Unsaleables D059637446 9/21/2012 9/24/2012 $ (144283) $ $ _ $ $ $ (1,686.83)
Unsaleables 0062361452 9/21/2012 9/24/2012 $ (364.08) $ _ $ _ $ _ $ - $ (442.73)
Unsaleables 0064426445 9/2112012 9/24/2012 $ (544.75) $ _ $ _ $ _ $ $ (384.08)
Unsaleables D061256446 10/19/2012 10/22/2012 $ $ $ $ (544.75)
�Unsaleables D064057452 10/19/2012 10/22/2012 $ (750.33) $ $ - $ - $ - $ (758.33)
Unsaleables 0068057445 10/19/2012 1022/2012 $ (355.81) $ - $ - $ _ $ $ (355.81)
(1.052.06) $ - $ - $ $ - $ (1,052.06)
Unsaleables 0082828446 11/23/2012 11/26/2012 $ (840.45) $ - $ _ $ $ - $
Unsaleables D065898452 11/23/2012 11/26/2012 $ (343.30) $ _ $ _ $ $ (840.45)
Unsaleables D067685445 11/23/2012 11/26/2012 $ (1,356.32) $ _ $ _ $ (343.30)
Unsaleables D064505448 12/21/2012 12/24/2012 $ (465.01) $ _ $ $ $ _ $ (1,356.32)
Unsaleables D067682452 12/21/2012 12242012 $ - $ $ (465.01)
Unsaleables 0069473445 12/21/2012 12/24/2012 E (202.67) $ - $ - $ - $ - $ (202.67)
Unsaleables D069165446 1/18/2013 1/21/2013 $ (1,053.62) E - $ - $ $ - $ (1,053.62)
Unsaleables D072760452 1/18/2013 1/21/2013 $ (453.410) $ _ $ $ $ $ (668.20)
$ $ $ (453.41)
Unsaleables D074748445 1/18/2013 1/21/2013 $ _
Unsaleables D070730446 2/22/2013 2/25/2013 $ (111509) S $ $ $ - $ (1,115.09)
(857.84) $ - $ - $ _ $ $ (857.84)
Unsaleables D074470452 2/22/2013 2/25/2013 $ (475.38) $ - $ $ $ $
Unsaleables D076447445 2/22/2013 2/25/2013 $ (1,337.34) $ $ _ - (475.38)
Markdowns 0514441 3/82013 3/11/2013 $ $ - $ $ (1,337.34)
Unsaleables D072391446 3/22/2013 3/25/2013 $ (24.80) $ - $ - $ _ $ - $ (24.60)
Unsaleables 0076238452 3/22/2013 3/25/2013 $ (203.32) $ - $ - $ - $ - $ (203.32)
Unsaleables D078155445 3/22/2013 3/25/2013 $ (80809) $ _ $ _ $ $ $ (236.37)
.
Unsaleables D073976448 4/19/2013 4/22/2013 $ (802.58) $ _ $ _ $ $ - $ (801.09)
Unsaleables D078054452 4/19/2013 4/22/2013E $ $ $ (142.58)
Unsaleables 0079944445 4/19/2073 4/22/2013 $ (348.76) $ - $ - $ - $ - $ (348.76)
(534.40) $
Unsaleables D075534446 5/24/2013 5/28/2013 $ - $ - $ - $ - $ (534.40)
Unsaleables 0079802452 5/24/2013 5/28/2013 $ (229 50) $ $ $ $ - $ (229.50)
Unsaleables DO81734445 5/242013 5/28/2013 $ (185.69) $ - $ - $ - $ - $ (185.69)
Unsaleables D077060446 6/21/2013 6/24/2013 $ (131(500.27) $.38) - $$ - $ $$ - $ - $ (131.38)
$ (500.27)
$ - - -
Unsaleables D081539452 6/21/2013 6/24/2013 $ (212.55) $ _ $ _ $ $ $
Unsaleables 0083452445 6/21/2013 6/24/2013 $ (369.67) E $ _ (212.55)
Unsaleables D078526446 7/192013 7/22/2013 $ $ $ - $ (369.67)
Unsaleables D083193452 7/19/2013 7/22/2013 $ (22 98) $ $ $ - $ _ $ (22.98)
Unsaleables D085081445 7/19/2013 7/22/2013 $ (205.01) $ - $ - $ - $ _ $ (205.01)
Unsaleables (462.25) $ - $ - S - $ - $ (462,25)
Unsaleables
0079972446 8/23/2013 8/26/2013 $ (294.29) $ - $ - $ $ - $ (294.29)
0084838452 8/23/2013 8/26/2013 $ (247.44) $ - $ $ -
Unsaleables D086786445 8/23/2013 8/26/2013 $ (888.08) $ - E _ $ $ E (247.44)
Unsaleables 0081450446 9/20/2013 9/23/2013 $ _ _ $ $ (998.09)
Unsaleables D086560452 9/20/2013 9/23/2013 $ (2821) $ $ $ $ - $ (29.21)
Unsaleables D088539445 920/2013 9/23/2013 $ (63.10) $ - $ - $ - $ - $ (63.10)
Unsaleables 0082910446 10/18/2013 10/21/2013 $ (183.35) $ - $ - $ - $ - $ (183.35)
Unsaleables 0088172452 10/182013 10/27!2013 g (146.35) $ - $ - $ - $ - $ (146.35)
(26.00) $ - $ - $ $ - $ (26.00)
Unsaleables D090198445 10/182013 10/21/2013 $ (234.75) $ $ _ $ - E $
Unsaleables D084396446 11/22/2013 11/25/2013 $ (79.68) $ $ _ (234.75)
Unsaleables D089838452 11/22/2013 11/25/2013 $ _ _ $ $ $ (79.66)
Unsaleables D091857445 11/22/2013 11/25/2013 $ (3120) $ $ $ E - $ (31.20) -
(170.46) $ - $ $ $ - $ (170.46)
Unsaleables 0085975446 1220/2013 12/23/2013 $ 17.28) $ - $ $ $
Unsaleables 0091630452 12/20/2013 12/232013 $ (56.16) $ $ $ (7.28)
Unsaleables 0093589445 12/20/2013 12/23/2013 E _ _ $ $ - $ (55.16)
Unsaleables D087392446 1/17/2014 1/20/2014 $ (72 02) $ $ $ - $ $ (72.02)
Unsaleables D093293452 1117/2014 12012014 $ (2 OB) $ $ $ $ $ (2.08)
Unsaleables D095224445 1/77/2014 1/20/2014 $ (58.78) $ - $ - $ - $ $ (58.76)
(19.72) $ $ - $ $ $ (18.72)
-
Unsaleables 0088770448 2/21/2014 2/24/2014 - $ (42 15) $ $ _ $ $
Unsaleables D094896452 2/21/2014 2/24/2014 $ (25.55) $ $ $ $ $ (25.55)- $ (42.15)
- - -
Unsaleables 0098911445 2/21/2014 2/24/2014 $ (3.47) $ _ $ $ $ $
Unsaleables D090324446 3/21/2014 3/24/2014 $ (26.75) $ _ $ _ $ $ (3.47)
Unsaleables D096676452 321/2014 3/24/2014 $ (3897) $ $ _ $ (26.75)
,
Unsaleables 0098528445 3/21/2014 $ $3/24/2014 $ (38.58) $ - $ (38.97)
Unsaleables D091845446 4/18/2010 $ $ $ (38.58)( . ) $
$ - $ - $ - $ (71.84)
RA Books
As of 5-15-14
Page 2 of 3
v
•
Unsaleables D098439452 4/18/2014 4/21/2014 $ (6.24) $ - $ g
Unsaleables D100162445 4/18/2014 4/21/2014 $ - $ - $ (6.24)
(2.16) $ - $ - $ - $ - $ (2.16)
Totals: $ (123,981.96) $ J3,507.421 $ 264.96) f
$ $ (127 754 34)
RA Books As of 5-15-14
Page 3 of 3
I I
RITE AID HDQTRS. CORP; : IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff,
vs.
NO. 14-3053 CIVIL TERM
NEW ENGLAND CONFECTIONERY : CIVIL ACTION - LAW
COMPANY, INC.,
Defendant.
AFFIDAVIT OF SERVICE PURSUANT TO PA. R.C.P. 405
COMMONWEALTH OF PENNSYLVANIA :
: SS:
COUNTY OF DAUPHIN
THE UNDERSIGNED, Tucker R. Hull, being duly sworn according to law, does
depose and say as follows:
1. I am a competent adult and an attorney duly admitted to the Bar of the
Supreme Court of the Commonwealth of Pennsylvania, having Attorney Identification Number
306426;
2. On May 22, 2014, I caused the Complaint to be served on the defendants by
mailing a true and correct copy to the defendant by United States certified mail, restricted
delivery, return receipt requested, postage prepaid, addressed as follows: New England
Confectionery Company, Inc., 135 American Legion Highway, Revere, MA 02151-2405
("Service Address").
3. I received the return receipt card on June 5, 2014, indicating that the
Complaint was delivered to the Service Address and signed for defendant on May 28, 2014,
thereby completing service pursuant to Pa. R.C.P. 403. The certified mail receipt and original
signed return receipt card are attached hereto as Exhibit A
Dated: June 26, 2014
SWORN TO AND SUBSCRIBED
BEFORE ME THIS Rah DAY
OF JUNE, 2014.
217 St -dee
Notary Public
My Commission Expires:
COMMONWEALTH OF AVN►
Morita seen
Jane IN. Niarliar, Mary INANTE
City OfNamtifibuns,h
PlyCentaiisibm 72„ 2916
MEMBER,;PHNN9Yc:VANFA MMI MOMS-
/e•
Brian P. Downey (PA 59891)
Tucker R. Hull (PA 306426)
PEPPER HAMILTON LLP
Suite 200
100 Market Street
P.O. Box 1181
Harrisburg, PA 17108-1181
717.255.1155
866.422.1305 (direct fax)
downeyb@pepperlaw.com
hullt@pepperlaw.com
Attorney for Plaintiff
Rite Aid Hdgtrs. Corp.
CERTIFICATE OF SERVICE
I hereby certify that on June 26, 2014, a copy of the foregoing document was
served by United States mail, first class postage prepaid, addressed as follows:
New England Confectionery Company, Inc.
135 American Legion Highway
Revere, MA 02151-2405
(Defendant)
Tucker R. Hull (63915)
-3-
rri
EXHIBIT A
U.S. Postai Service,.
CERTIFIED MAIL. RECEIPT
- (Domestic Mali Only; No insurance Coverage ProvidecT
Fordeli
e
on visit our website at
.uspe.come
r
Postage
Certified Fee
Return Receipt Fee
(Endorsement Aeqthred)
Restricted Delivery Fee
(Endorsement Required)
Total Postage & F
Sent To
New England Confectionery Company, Inc.
or PO Box No. 135 American Legion Highway
City, Siete, zip+4Revere, MA 02151-2405
PS Form 3800. June 2002 See Reverse for !nstructions
SENDER: COMPLETE THIS SECTION
sr Complete Items 1, 2, and 3. Also complete
item 4 if Restricted Delivery Is desired.
IIII Print your name and address on the reverse
so that we can retum the card to you.
• Attach this card to the back of the mallpiece,
or on the front If space permits.
1. Article Addressed to:
New England Confectionery
Company, Inc.
135 American Legion Highway
Revere, MA 02151-2405
2. Article Number
(Thersfer from service label)
COMPLETE THIS SECTION ON DELIVERY
( Prfnted Name)
0 Agent
0 Addressee
C. Date of Delivery
. Is del
If YES
0 Yes
1:1 No
for Merchandise
7004 2890 0004 1233 9266
PS Form 3811, February 2004 Domestic Return Receipt
Steven E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
(717) 234-4161
Attorneys for Defendant New England Confectionery Company, Inc.
:f r
THE PROTHO.F
.v
I i JUL 10 PM T.3E,
CUMBERLAND C ;SUNT Y
PENNSYLVANIA
RITE AID HEADQUARTERS CORP. : IN THE COURT OF COMMON PLEAS
Plaintiff
v.
: CUMBERLAND COUNTY, PENNSYLVANIA
: NO. 14-3053
NEW ENGLAND CONFECTIONERY :
COMPANY, INC.
Defendant
: CIVIL ACTION - LAW
UNCONTESTED MOTION FOR ADMISSION PRO HAC VICE FOR ADMISSION OF
THOMAS T. REITH, ESQUIRE AND LYNN C. NORTON, ESQUIRE
New England Confectionary Company, Inc., Defendant in the above -referenced matter,
through its sponsor, undersigned counsel, hereby moves for the admission pro hac vice of
Thomas T. Reith, Esquire and Lynn C. Norton, Esquire, both of the law firm of Burns &
Levinson, LLP, and, in support thereof, alleges the following:
1. Undersigned counsel is the sponsor for this Motion Pro Hac Vice.
2. This Motion seeks the admission pro hac vice in this action for Thomas T. Reith,
Esquire and Lynn C. Norton, Esquire of the law firm of Burns & Levinson, LLP, which has a
mailing address of 125 Summer Street, Boston, MA 02110 (hereinafter, Mr. Reith and Ms.
Norton shall be referred to as the "Candidates").
3. The Candidates have provided information required by Section 81.504 of the
IOLTA Regulations to the IOLTA Board on or about July 2, 2014.
{00706277;v1)
4. The candidates have paid the fee required by Section 81.505(a) of the IOLTA
Regulations, as evidenced by the payment certification from the IOLTA Board, which is attached
hereto as Exhibit A.
5. The candidates' verified statement, as required by Pa. R.C.P. 1012.1(b)(2), is
attached hereto as Exhibit B.
6. The sponsor's verified statement, pursuant to Pa. R.C.P. 1012.1(b)(2), is attached
hereto as Exhibit C.
7. Undersigned counsel, as the sponsor, has entered their appearance as attorney of
record in this action on behalf of New England Confectionery Company, Inc.
8. Admission of the candidates will not be detrimental to the prompt, fair and
efficient administration of justice.
9. The admission of the candidates will not be detrimental to the legitimate interests
of the parties of the proceedings.
10. New England Confectionery Company, Inc. will receive competent representation
and has been a client of the Candidates for over five years.
11. The Candidates are competent and ethically fit to practice law and are attorneys in
good standing before the Bar of Massachusetts.
12. The Candidates do not maintain an office in Pennsylvania and have not sought
admission to practice pro hac vice before Pennsylvania's courts.
13. The undersigned sponsor is not currently acting as a sponsor for other candidates
for admission pro hac vice in any other court of record in this Commonwealth.
{00706277;v1)
14. Pursuant to Local Rule of Court 208.2(d), undersigned counsel sought
concurrence in this Motion which was granted.
15. No judge has ruled upon any issue in this matter.
WHEREFORE, it is respectfully requested that the Court grant this Motion to Admit Pro
Hoc Vice Thomas T. Reith, Esquire and Lynn C. Norton, Esquire of the law firm of Burns &
Levinson, LLC to represent the interests of New England Confectionery Company, Inc. in the
matter pending before the Court.
Date: 7/ 7//
{00706277;v1 }
Respectfully submitted,
Steven E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box6991
Harrisburg, PA 17112
(717) 234-4161
EXHIBIT A
SUPREME PENNSYLTANIA
PENNSYLVANIA INTEREST ON
LAWYERS TRUST ACCOUNT BOARD
July 03, 2014
LYNN C NORTON, Esq.
BURNS & LEVINSON LLP
125 SUMMER STREET
BOSTON, MA 02110
SENT TO LYNN NORTON VIA Email: LNORTON@BURNSLEV.COM
Dear Attorney NORTON:
This letter serves as the fee payment certification referenced in 204 Pa Code §81.503 and
acknowledges receipt of the $200.00 fee paid by Online Payment on this date related to your
pursuit for admission pro hac vice in the case identified as Rite Aid HDQTRS. Corp. v. New
England Confectionary Companies, Inc., no. 14-3053, filed in Court of Common Pleas of
Cumberland County.
You should refer to Pa Rule of Civil Procedure 1012.1, local court rules, and other regulations of
204 Pa Code §81.501 et. seq. concerning additional requirements related to seeking pro hac vice
admission.
Sincerely,
Stephanie S. Libhart
Executive Director
cc: STEVEN EDWARD GRUBB, Esq.
seg@goldbergkatzman.com
Pennsylvania Judicial Center
601 Commonwealth Ave., Ste. 2400
PO Box 62445, Harrisburg, PA 17106-2445
717/238-2001 • 888/PA-IOLTA (724-6582) • 717/238-2003 FAX
paiolta@pacourts.us • www.paiolta.org
Administering Pennsylvania's Interest On Lawyers Trust Account (IOLTA) Program
SUPREME COURT OF PENNSYL.ANI_A.
PENNSYLVANIA .INTEREST ON
LAWYERS TRUST ACCOUNT BOARD
July 03, 2014
THOMAS T REITH, Esq.
BURNS & LEVINSON LLP
125 SUMMER STREET
BOSTON, MA 02110
SENT TO THOMAS T. REITH VIA Email: TREITH@BURNSLEV.COM
Dear Attorney REITH:
This letter serves as the fee payment certification referenced in 204 Pa Code §81.503 and
acknowledges receipt of the $200.00 fee paid by Online Payment on this date related to your
pursuit for admission pro hac vice in the case identified as Rite Aid HDQTRS Corp. v. New England
Confectionary Company, Inc., no. 14-3053, filed in Court of Common Pleas of Cumberland County.
You should refer to Pa Rule of Civil Procedure 1012.1, local court rules, and other regulations of
204 Pa Code §81.501 et. seq. concerning additional requirements related to seeking pro hac vice
admission.
Sincerely,
Stephanie S. Libhart
Executive Director
cc: STEVEN EDWARD GRUBB, Esq.
seg@goldbergkatzman.com
Pennsylvania Judicial Center
601 Commonwealth Ave., Ste. 2400
PO Box 62445, Harrisburg, PA 17106-2445
717/238-2001 • 888/PA-IOLTA (724-6582) • 717/238-2003 FAX
paiolta@pacourts.us • www.paiolta.org
Administering Pennsylvania's Interest On Lawyers Trust Account (IOLTA) Program
EXHIBIT B
RITE AID HEADQUARTERS CORP. ; IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
: NO. 14-3053
NEW ENGLAND CONFECTIONERY :
COMPANY, INC. : CIVIL ACTION - LAW
Defendant
VERIFIED STATEMENT OF THOMAS T. REITH, ESQUIRE
IN SUPPORT OF MOTION FOR ADMISSION PRO HAC VICE
Pursuant to Pa. R.C.P. 1012.1(c), Candidate Thomas T. Reith, Esquire states the
following in support of this Motion for Admission Pro Hac Vice:
1. I am Thomas T. Reith, Esquire, a candidate for admission pro hac vice in the
above -captioned case.
2. I am a licensed practicing attorney in the following jurisdictions and have set
forth my bar license number for each jurisdiction:
Name of Jurisdiction
Bar License Number
Commonwealth of Massachusetts
648671
First Circuit Court of Appeals
83780
3. In each of the jurisdictions identified above, I have not been suspended, disbarred,
or otherwise disciplined.
4. For each of the jurisdictions described above, I am not the subject of any
disciplinary proceeding.
5. I have once applied and been granted admission pro hac vice to the United States
District Court Eastern District of Pennsylvania on August 31 2011, Civil Action No. 2:11 -CV -
04903 (LDD).
6. I shall comply with and be bound by the applicable statutes, case law and
procedural rules of the Commonwealth of Pennsylvania, including the Pennsylvania Rules of
Professional Conduct.
7. I shall submit to the jurisdiction of the Pennsylvania Courts and the Pennsylvania
Disciplinary Board with respect to acts and omissions occurring during the appearance in the
matter for which admission pro hac vice is being sought.
8. I have consented to the appointment of Steven E. Grubb, Esquire, of the law firm
of Goldberg Katzman, P.C. as the agent upon whom service of process shall be made for all
actions, including disciplinary actions, that may arise out of the practice of law in the matter for
which admission pro hac vice is sought.
9. I, Thomas T. Reith, verify that the above information is true and correct to the
best of my knowledge, information, and belief. I understand that any false statements herein are
made subject to penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities
SWORN TO AND VERIFIED,
Date: July 2, 2014
Thomas T. Reith, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
(617) 345-3258
treith@burnslev.com
2
RITE AID HEADQUARTERS CORP. : IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V.
: NO. 14-3053
NEW ENGLAND CONFECTIONERY :
COMPANY, INC. : CIVIL ACTION - LAW
Defendant
VERIFIED STATEMENT OF LYNN C. NORTON, ESQUIRE
IN SUPPORT OF MOTION FOR ADMISSION PRO HAC VICE
Pursuant to Pa. R.C.P. 1012.1(c), Candidate Lynn C. Norton, Esquire states the following
in support of this Motion for Admission Pro Hac Vice:
1. I am Lynn C. Norton, Esquire, a candidate for admission pro hac vice in the
above -captioned case.
2. I am a licensed practicing attorney in the following jurisdictions and have set
forth my bar license number for each jurisdiction:
Name of Jurisdiction
Bar License Number
Commonwealth of Massachusetts.
BBO #670141
First Circuit Court of A • seals
1129921
3. In each of the jurisdictions identified above, I have not been suspended, disbarred,
or otherwise disciplined.
4. For each of the jurisdictions described above, I am not the subject of any
disciplinary proceeding.
5. I have not previously applied to any court of record in Pennsylvania for admission
pro hac vice.
6. I shall comply with and be bound by the applicable statutes, case law and
procedural rules of the Commonwealth of Pennsylvania, including the Pennsylvania Rules of
Professional Conduct.
7. I shall submit to the jurisdiction of the Pennsylvania Courts and the Pennsylvania
Disciplinary Board with respect to acts and omissions occurring during the appearance in the
matter for which admission pro hac vice is being sought.
8. I have consented to the appointment of Steven E. Grubb, Esquire, of the law firm
of Goldberg Katzman, P.C. as the agent upon whom service of process shall be made for all
actions, including disciplinary actions, that may arise out of the practice of law in the matter for
which admission pro hac vice is sought.
9. I, Lynn C. Norton, verify that the above information is true and correct to the best
of my knowledge, information, and belief. I understand that any false statements herein are
made subject to penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities
July 2, 2014
SWORN TO AND VERIFIED,
l ynn C. Norton, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
(617) 345-3258
lnorton@burnslev.com
2
EXHIBIT C
Steven E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
(717) 234-4161
Attorneys for Defendant New England Confectionery Company, Inc.
RITE AID HEADQUARTERS CORP. : IN THE COURT OF COMMON PLEAS
Plaintiff
V.
: CUMBERLAND COUNTY, PENNSYLVANIA
: NO. 14-3053
NEW ENGLAND CONFECTIONERY :
COMPANY, INC. : CIVIL ACTION - LAW
Defendant
VERIFIED STATEMENT OF STEVEN E. GRUBB, ESQUIRE
Pursuant to Pa. R.C.P. 1012.1(d)(2), I, Steven E. Grubb, Esquire, am the sponsor of
Thomas T. Reith, Esquire and Lynn C. Norton, Esquire and submit this Verified Statement:
1. I am Steven E. Grubb, Esquire of the law firm of Goldberg Katzman, P.C.
2. After reasonable investigation, I believe the candidates, Thomas T. Reith, Esquire
and Lynn C. Norton, Esquire, both of the law firm of Burns & Levinson, LLP, to be reputable
and competent attorneys and am in a position to recommend the candidates' admission, pro hac
vice, to represent the interests of New England Confectionery Company, Inc. in the above -
captioned matter.
3. I am not currently acting as a sponsor of a candidate for admission pro hac vice in
any courts of record in the Commonwealth.
4. Any proceeds from a settlement in the above -captioned action in which the
candidates are granted admission pro hac vice, shall, to the extent applicable, be received, held,
{00706392:v1}
distributed and accounted for in accordance with Rule 1.15 of the Pennsylvania Rules of
Professional Conduct, including the IOLTA provisions thereof.
Date: 713//Lj
{00706392;v1}
O AND VERIF p,
Steven E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
(717) 234-4161
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I served a true and correct copy of the foregoing document
upon the following counsel of record by depositing the same in the United States Mail at
Harrisburg, Pennsylvania with first-class postage prepaid on 41y 7 j big .
Brian P. Downey, Esquire
Tucker R. Hull, Esquire
Pepper Hamilton, LLP
100 Market Street, Suite 200
P.O. Box 1181
Harrisburg, PA 17108-1181
Thomas T. Reith, Esquire
Lynn C. Norton, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
GOLDBERG KATZMAN, P.C.
By
{00706277;v1)
Steven E. Grubb, squire o. 75897)
Steven E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
(717) 234-4161
Attorneys for Defendant New England Confectionery Company, Inc.
O F I i
THE PR 3O I
'1 JUL 10 Pik 3: UES
Cu iBcRLANIJ COUNTY
PENNSYLVANIA
RITE AID HEADQUARTERS CORP. : IN THE COURT OF COMMON PLEAS
Plaintiff
v.
: CUMBERLAND COUNTY, PENNSYLVANIA
: NO. 14-3053
NEW ENGLAND CONFECTIONERY :
COMPANY, INC.
Defendant
: CIVIL ACTION - LAW
ENTRY OF APPEARANCE
TO THE OFFICE OF THE CUMBERLAND COUNTY PROTHONOTARY:
Kindly enter the appearance of Goldberg Katzman, P.C., on behalf of Defendant New
England Confectionery Company, Inc. in the above -captioned action.
Date: 7 /7 //
{00708224;v1}
Respectfully submitted,
teven E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box6991
Harrisburg, PA 17112
(717) 234-4161
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I served a true and correct copy of the foregoing document
upon the following counsel of record by depositing the same in the United States Mail at
Harrisburg, Pennsylvania with first-class postage prepaid on July 7, 2014.
Brian P. Downey, Esquire
Tucker R. Hull, Esquire
Pepper Hamilton, LLP
100 Market Street, Suite 200
P.O. Box 1181
Harrisburg, PA 17108-1181
Thomas T. Reith, Esquire
Lynn C. Norton, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
(00708224;v1)
RITE AID HDQTRS. CORP,
30 Hunter Lane
Camp Hill, PA 17011
Plaintiff
Vs.
NEW ENGLAND
CONFECTIONERY COMPANY,
INC.
135 American Legion Highway
Revere, MA 02151-2405
Defendant.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 14-3053 CIVIL TERM
CIVIL ACTION - LAW
NOTICE TO DEFEND
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set
forth in the following pages, you must take action within twenty (20) days after this Complaint is
served, by entering a written appearance personally or by attorney and filing in writing with the
Court your defenses or objections to the claims set forth against you. You are warned that if you
fail to do so the case may proceed without you and a judgment may be entered against you by the
Court without further notice for any money claimed in the Complaint or for any other claim or
relief requested by the Plaintiff. You may lose money or property or other rights important to
you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Cumberland County Bar Association
32 S. Bedford Street
Carlisle, PA 17013
(800) 990-9108
{00709088;v 1 }
RITE AID HDQTRS. CORP,
30 Hunter Lane
Camp Hill, PA 17011
Plaintiff
Vs.
NEW ENGLAND
CONFECTIONERY COMPANY,
INC.
135 American Legion Highway
Revere, MA 02151-2405
Defendant.
)
)
)
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 14-3053 CIVIL TERM
CIVIL ACTION - LAW
NOTICIA
Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas
expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de
la demanda y la notificacion. Usted debe presentar una apariencia escrita o en persona o por
abogado y archivar en la corte en forma escrita sus defensas o sus objectiones a las demandas en
contra de su persona. Sea adisado que si usted no se defiende, la sin previo aviso o notificacion
y por cualquier quja o puede perder dinero o sus propiedades o otros derechos importantes para
usted.
LLEVE ESTA DEMANDA A UN ABOGADO IMMEDIATAMENTE. SI NO TIENE
ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO,
VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE
ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR
ASISTENCIA LEGAL.
Cumberland County Bar Association
32 S. Bedford Street
Carlisle, PA 17013
(800) 990-9108
{00709088;v1}
RITE AID HDQTRS. CORP,
30 Hunter Lane
Camp Hill, PA 17011
Plaintiff
Vs.
NEW ENGLAND
CONFECTIONERY COMPANY,
INC.
135 American Legion Highway
Revere, MA 02151-2405
Defendant.
TO: Brian P. Downey, Esquire
Tucker R. Hull, Esquire
Pepper Hamilton, LLP
100 Market Street, Suite 200
P.O. Box 1181
Harrisburg, PA 17108-1181
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 14-3053 CIVIL TERM
CIVIL ACTION - LAW
NOTICE TO PLEAD
You are hereby notified to file a written response to the within New Matter and
Counterclaim within twenty (20) days of service hereof or a judgment may be entered against
you.
By:
Date: July 14, 2014
{00709088;v 1 }
GOLDBERG KATZMAN, P.C.
titUZLEA
Steven E. Grubb, Esquire (No. 75897)
4250 Crums Mill Road, Suite 301
P.O. Box 1268
Harrisburg, PA 17108-1268
(717)234-4161
Attorneys for Defendant New England
Confectionary Company, Inc.
°Z. aiflt-tht
RITE AID HDQTRS. CORP, ) IN THE COURT OF COMMON PLEAS OF
30 Hunter Lane ) CUMBERLAND COUNTY, PENNSYLVANIA
Camp Hill, PA 17011 )
Plaintiff )
Vs. )
NEW ENGLAND ) NO. 14-3053 CIVIL TERM
CONFECTIONERY COMPANY, )
INC. ) CIVIL ACTION - LAW
135 American Legion Highway )
Revere, MA 02151-2405 )
Defendant. )
)
ANSWER WITH NEW MATTER AND COUNTERCLAIM
AND NOW COMES Defendant, New England Confectionary Company, Inc.
("NECCO"), by and through its attorneys, Goldberg Katzman, P.C. and Burns & Levinson LLP
(Motion for Admission Pro Hac Vice pending) who hereby responds to the Complaint as
follows:
PARTIES
1. NECCO lacks sufficient information to admit or deny the allegation in paragraph
1 of the Complaint.
2. NECCO admits the allegations in paragraph 2 of the Complaint.
JURISDICTION AND VENUE
3. Paragraph 3 states a conclusion of law to which no response is required. To the
extent the Court requires a response, NECCO does not contest the jurisdiction of this court.
4. Paragraph 4 states a conclusion of law to which no response is required.
RELEVANT FACTS
5. After reasonable investigation, NECCO lacks sufficient information to admit or
deny the allegation in paragraph 5 of the Complaint which is, thus, denied.
6. NECCO admits the allegations in paragraph 6 of the Complaint.
{00709088;vl}
7. NECCO admits that it entered into a series of agreements with Rite-Aid. NECCO
denies the remainder of paragraph 7 of the Complaint as it mischaracterizes the parties' business
arrangement/relationship. Specifically as for the documents attached as Exhibit A to the
Complaint, NECCO states that they are nearly illegible and, therefore, NECCO cannot respond
to any allegations concerning such documents except to state that the documents speak for
themselves.
8. NECCO admits that it entered into a series of agreements with Rite-Aid. NECCO
denies the remainder of paragraph 8 of the Complaint as it mischaracterizes the parties' business
arrangement/relationship. Specifically as for the documents attached as Exhibit B to the
Complaint, NECCO states that they are nearly illegible and, therefore, NECCO cannot respond
to any allegations concerning such documents except to state that the documents speak for
themselves.
9. NECCO admits that it entered into a series of agreements with Rite-Aid. NECCO
denies the remainder of paragraph 9 of the Complaint as it mischaracterizes the parties' business
arrangement/relationship. Specifically as for the documents attached as Exhibit C to the
Complaint, NECCO states that they are nearly illegible and, therefore, NECCO cannot respond
to any allegations concerning such documents except to state that the documents speak for
themselves.
10. NECCO denies allegation in paragraph 10 of the Complaint and denies that it
owes Rite-Aid the amounts reflected on Exhibit D.
11. NECCO denies that the charges are authorized by one or more of the agreements
executed by NECCO and that it owes Rite-Aid the amounts reflected on Exhibit D.
2
{00709088;v1 }
12. Paragraph 12 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
12 of the Complaint.
COUNT 1
BREACH OF CONTRACT
13. NECCO incorporates herein by reference its responses to the allegations
contained in paragraphs 1-12 above.
14. NECCO denies the allegations in paragraph 14 of the Complaint as pleaded. As
noted above, NECCO admits it entered into a series of agreements with Rite-Aid.
15. Paragraph 15 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
15 of the Complaint.
16. NECCO denies that Rite-Aid has performed all conditions precedent under all
agreements with NECCO as alleged in paragraph 16 of the Complaint.
17. NECCO denies that as of May 15, 2014, NECCO had a negative account balance
of $127,754.34 as alleged in paragraph 17 of the Complaint.
18. NECCO admits that Rite-Aid requested payment of monies, but NECCO denies
that it owes any money to Rite-Aid and that it has a negative account balance to Rite-Aid as
alleged in paragraph 18 of the Complaint. NECCO further denies the allegations in paragraph 18
of the Complaint.
19. Paragraph 19 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
19 of the Complaint.
3
{00709088;v1)
20. Paragraph 20 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
20 of the Complaint.
21. Paragraph 21 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
21 of the Complaint.
COUNT II
UNJUST ENRICHMENT
22. NECCO incorporates herein by reference its responses to the allegations
contained in paragraphs 1-21 above.
23. Paragraph 23 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
23 of the Complaint.
24. NECCO denies the allegations in paragraph 24 of the Complaint as it
mischaracterizes the parties' business arrangement/relationship and the relevant industry
standards. NECCO specifically denies that it was to pay for certain fees associated with the sale
of its product and to contribute money for the marketing and promotion of its products as alleged
in paragraph 24 of the Complaint.
25. Paragraph 25 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
25 of the Complaint.
26. Paragraph 26 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
26 of the Complaint.
4
(00709088;v1}
27. NECCO denies the allegations in paragraph 27 of the Complaint as it
mischaracterizes the parties' business arrangement/relationship and
the relevant industry
standards. NECCO specifically denies that it should reasonably have expected to pay Rite-Aid
monies as set forth in the statement of account as alleged in paragraph 27 of the Complaint since
it denies that it owes Rite-Aid any money including the amounts reflected on Exhibit D.
28. Paragraph 28 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
28 of the Complaint.
29. Paragraph 29 of the Complaint states a conclusion of law to which no response is
required. To the extent that a response is required, NECCO denies the allegations in paragraph
29 of the Complaint.
30. NECCO denies that its conduct was wrongful or that its conduct caused damages
to Rite-Aid as alleged in paragraph 30 of the Complaint.
WHEREFORE, Defendant NECCO respectfully requests that the Court enter judgment in
its favor, and against Plaintiff, Rite-Aid Hdqtrs. Corp., together with costs of court and whatever
other remedy this Court deems just and proper.
NEW MATTER
31. At all times relevant hereto, NECCO has been engaged in the business of
manufacturing, distributing and selling high-quality candy products.
32. At all times relevant hereto, upon information and belief, Rite-Aid was (is) a
national drug store chain with its principal office in Cumberland County, Pennsylvania.
33. Prior to 2009, NECCO and Rite-Aid had been engaged in a longstanding,
mutually beneficial business relationship.
5
{ 00709088;v 1 }
34. Over the course of that relationship, NECCO and Rite-Aid entered into a series of
agreements whereby the parties agreed to the core terms of their business relationship, including,
but not limited to, those related to markdown protection, marketing and advertising funds and
uses, compliance, and payment terms.
35. Over the course of the parties' relationship, Rite-Aid ordered NECCO product,
NECCO manufactured, sold and delivered the product to Rite-Aid,
Rite-Aid sold the product in
its stores and Rite-Aid collected the proceeds of those in-store sales.
36. At all times relevant hereto, NECCO invoiced Rite-Aid for purchase orders
submitted by Rite-Aid for NECCO product.
37. Rite-Aid was (and is) obligated to pay invoices in full pursuant to the terms of the
invoice, subject only, and consistent with industry practices, to valid short payments for
markdowns, promotions or other valid charges, as supported by contracts and against required
supporting documentation requested by NECCO.
38. As is customary in the industry, retailers are permitted to take credits for disposal
of goods that were not sellable. NECCO reasonably expected Rite-Aid to take deductions only
where appropriate and in accordance with industry averages.
39. Consistent with industry -wide practice and the parties' course of dealings, Rite-
Aid often paid NECCO after having taken certain reasonable, good -faith deductions from the
invoice, as properly supported by documentation.
40. Rite-Aid was a good and long-standing customer to NECCO through 2008.
Between 2003 and 2008, Rite -Aid's deductions averaged approximately 8% of total invoiced
sales, an acceptable percentage to NECCO and within the normal range of NECCO's cost of
doing business.
6
{00709088;v1 }
41. Commencing in or around 2009 and continuing through 2013, despite having sold
NECCO's product to and received substantial monies from consumers, Rite-Aid began taking
unwarranted and unsubstantiated deductions against NECCO invoice amounts and withholding
invoice payments.
42. In 2009, Rite-Aid unilaterally increased its deductions to approximately 15% of
total invoiced sales, with minimal to no documentary support.
43. In 2010, Rite-Aid continued to make unwarranted and unsupported deductions of
approximately 10% of total invoiced sales.
44. In 2011, Rite -Aid's claimed deductions rose to approximately 33% of total
invoiced sales, despite the fact that several of NECCO's sales personnel tried to help control
Rite -Aid's deductions without success. In or about late 2011, NECCO hired and paid a broker,
entirely at NECCO's own cost, to help eliminate Rite -Aid's unsubstantiated deductions.
45. Notwithstanding NECCO's efforts to stop Rite -Aid's unwarranted and
unsubstantiated deductions, in 2012, Rite -Aid's deductions increased to approximately 71% of
total invoiced sales.
46. Rite-Aid made nearly $2,000,000 in deductions between 2009 and 2013, many of
them unsubstantiated in whole or in part.
47. Rite -Aid's deductions between 2009 and 2013 were far in excess of industry
norms, NECCO's historical experience with Rite-Aid -- particularly on compliance related
charges -- and well out of line with available third -party data.
48. During 2009 through 2013, NECCO had not made any changes to operations,
distributions, or changes to its agreements with Rite-Aid to warrant Rite-Aid' s increase in
deductions. Moreover, the product NECCO manufactured, sold
7
{ 00709088;v 1 }
and delivered to Rite Aid was
not unsaleable as Rite -Aid's deductions would seemingly indicate. The only change in
circumstances during the 2009 through 2013 period was that Rite-Aid, upon information and
belief, began experiencing severe financial difficulty and was considering bankruptcy.
49. During the 2009 through 2013 time period, upon information and belief, Rite-Aid
experienced unplanned, ongoing and sustained losses in same-store sales coupled with net store
closings. This environment appeared to lead Rite-Aid to overbuy and have unplanned high
levels of inventory in a time it otherwise was having financial difficulties.
50. During the 2009 through 2013 time period, NECCO
experienced a significant rise
in goods declared "unfit for sale", deemed so solely at the discretion of Rite Aid. When Rite Aid
made these claims, it deducted the amount in full from the amount it should have paid NECCO --
meaning NECCO did not receive any money for its candy sold -- plus Rite-Aid assessed an
administration charge to NECCO.
51. NECCO attempted to substantiate Rite -Aid's elevated claims, first from a root
cause perspective in the event it did have an issue with its candy. NECCO pulled lots from the
same candy production shipped to other customers, which were received and sold through,
without issue, nationwide and broadly. It appeared only Rite-Aid 'vas having these issues with
candy unfit for sale.
52. Finding nothing to support these elevated levels of claims of unfit for sale
candies, NECCO requested proof of destruction from Rite-Aid. NECCO did so to alleviate
NECCO's concerns that Rite-Aid was, in fact, actually selling the candy at a profit, all the while
shorting NECCO on the bill and hitting NECCO with unsupportable administrative fees.
NECCO received no such proof.
8
{00709088;v1}
53. On many occasions between 2009 and 2012, NECCO accounting, finance, and
sales personnel attempted via email, telephone, and letter to obtain appropriate documentation
for Rite -Aid's deductions. Rite-Aid repeatedly failed to respond to NECCO's requests to
provide adequate documentation supporting certain of its deductions.
54. By letter dated June 24, 2012, NECCO's Chief Financial Officer informed Rite -
Aid's category manager and agent that NECCO would no longer take the risk of selling to Rite-
Aid on open credit due to Rite -Aid's increased and unsubstantiated deductions.
55. In response to NECCO's June 24, 2012 letter, NECCO's Chief Financial Officer
had several communications with Rite -Aid's category manager and agent to address NECCO's
claims of inappropriate deductions, as Rite-Aid pleaded to remain on open terms.
56. Rite -Aid's category manager conceded that Rite-Aid'
s deductions were, at least in
part, inappropriate, and agreed to work with Rite-Aid to return the improperly deducted funds to
NECCO.
57. Despite Rite -Aid's assurances and representations, it did not pay NECCO for the
invalid deductions, it did not cooperate with NECCO in any way to return cash validly owed to
NECCO, and it did not provide support for its increased deductions, as Rite -Aid's category
manager promised Rite-Aid would do. As a result, NECCO was no longer able to continue its
business relationship with Rite-Aid on open terms and insisted that Rite-Aid pay in advance for
all future NECCO sales. Thereafter, Rite-Aid elected to stop ordering NECCO candy products.
58. Upon information and belief, Rite -Aid's inexplicable deductions and attempts to
avoid paying NECCO for NECCO product that Rite-Aid ordered, that NECCO manufactured,
sold and delivered to Rite-Aid, and that Rite-Aid sold and reaped monies from coincided with
now -apparent extreme financial difficulties Rite-Aid was experiencing in 2009 and thereafter.
9
{00709088;v1}
59. As of the date of filing this Verified Counterclaim, Rite-Aid owes NECCO in
excess of $800,000 on account of unpaid invoices on purchase orders between 2009 and 2013
due to improper deductions taken by Rite-Aid during that same period.
60. Rite-Aid has not disputed and cannot dispute the validity of the goods and
services provided by NECCO or the amount of monies Rite-Aid owes to it.
61. NECCO has satisfied all conditions precedent to bringing this counterclaim.
62. Rite-Aid is barred from recovery as each and every count of the Complaint fails to
state a claim upon which relief can be granted.
63. Rite -Aid's claims are barred by the doctrine of unclean hands.
64. Rite -Aid's claims are barred by the doctrine of estoppels.
65. Rite -Aid's claims are barred by the doctrine of waiver.
66. Rite -Aid's claims are barred by the doctrine of setoff.
67. Rite -Aid's claims are barred by the Statute of Frauds.
68. Rite -Aid's claims are barred because there was no breach by NECCO of any
contract between the parties.
69. Rite-Aid has suffered no damages as a result of any wrongful conduct by
NECCO.
70. If Rite-Aid has suffered any damages as alleged, which is denied, its claims to
relief are barred because such damages are a result of its own conduct.
71. Rite -Aid's material breaches of contract bar the reque ted relief.
72. Rite -Aid's conversion of NECCO's monies and fraud/fraud in the inducement bar
the requested relief.
10
{00709088;v1}
73. NECCO was justified in its conduct and acts, and is therefore not liable to Rite-
Aid as alleged in the claims.
74. Rite -Aid's claims are barred because NECCO has no
laches.
been unjustly enriched.
75. Rite -Aid's claims are barred by the statute of limitations and/or the doctrine of
76. NECCO reserves the right to assert additional defenses based on information
learned or obtained during discovery.
VERIFIED COUNTERCLAIM
Pursuant to Pa. R. Civ. P. 1031, NECCO asserts the counterclaims of Breach of Contract,
Breach of the Covenant of Good Faith and Fair Dealing, and Unjust Enrichment against Rite-Aid
HDQTRS., Inc. ("Rite-Aid"), and alleges as follows:
COUNT I
Breach of Contract
77. NECCO repeats the allegations contained in the preceding paragraphs as if fully
set forth herein.
78. The subject agreements constitute enforceable contracts between NECCO and
Rite-Aid.
79. By its conduct, Rite-Aid has materially breached the terms of the contracts.
80. As a direct, proximate, and foreseeable result of Rite -Aid's breaches, NECCO
has suffered and will continue to suffer harm.
81. Rite-Aid is liable in the amount of all damages NECCO has sustained on account
of Rite -Aid's breaches of contract, together with interest and costs.
11
{00709088;v1}
WHEREFORE, NECCO respectfully requests that the Court enter judgment in its favor
in an amount in excess of the arbitration limit in Cumberland County, together with interest, all
costs of court and whatever other remedy this Court deems just and proper.
COUNT II
Breach of Implied Covenant of Good Faith and Fair Dealing
82. NECCO repeats the allegations contained in the preceding paragraphs as if fully
set forth herein.
83. A covenant of good faith and fair dealing exists in all contracts, including the
parties' contracts.
84. Rite-Aid has breached the covenant of good faith and fair dealing implied in those
contracts by, among other things, taking inappropriate deductions and not paying amounts due in
full.
85. As a direct, proximate, and foreseeable result of Rite -Aid's breaches of the
covenant of good faith and fair dealing, NECCO has suffered and will continue to suffer harm.
86. Rite-Aid is liable in the amount of all damages NECCO has sustained on account
of Rite -Aid's breaches of the implied covenant of good faith and fair dealing, together with
interest and costs.
WHEREFORE, NECCO respectfully requests that the Court enter judgment in its favor
in an amount in excess of the arbitration limit in Cumberland County, together with interest, all
costs of court and whatever other remedy this Court deems just and proper.
COUNT III
Uniust Enrichment
87. NECCO repeats the allegations contained in the preceding paragraphs as if fully
set forth herein.
12
{ 00709088;v 1 }
88. In accordance with their agreements, NECCO shipped, its candy product to Rite-
Aid, conferring a benefit upon Rite-Aid.
89. Rite-Aid sold NECCO's candy product to its consumrs.
Aid.
90. Rite-Aid was to pay for the NECCO candy products it received.
91. NECCO had a reasonable expectation to be paid for the goods shipped to Rite -
92. Rite-Aid retained NECCO's candy products, and subsequently sold them, without
paying for all of them.
93. It would be unfair and inequitable for Rite-Aid to retain the benefits conferred
upon it by NECCO's actions without compensating NECCO in full for the value of goods
provided.
WHEREFORE, NECCO respectfully requests that the Court enter judgment in its favor
in an amount in excess of the arbitration limit in Cumberland Couny, together with interest, all
costs of court and whatever other remedy this Court deems just andi proper.
Date: July 14, 2014
{00709088;vl }
Respectfully submitted,
/0,
StIr en E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
(717) 234-4161
Thomas T. Reith, Esquire
Lynn C. Norton, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
Motion for Admissioin Pro Hac Vice Pending
Attorneys for Defendant New England
Confectionary ComPany, Inc.
13
VERIFICATION
I,. Thomas E. Barnes, hereby deposeand say that I. am the Chief Financial Officer of
Defendant New England Confectionery Company, Inc., that I have reviewed the. foregoing
Verified Counterclaim, and that the averments set forth therein are true to the best of my
knowledge, information and belief.
Signed under the penalties of perjury this
day of July, 2014
Thofnas E. Barnes
CERTIFICATE OF SERVICE
I hereby certify that I am this date serving a copy of the foregoing document upon the
person(s) and in the manner indicated below, which service satisfies the requirements of the
Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail,
with first-class postage, prepaid as follows:
Brian P. Downey, Esquire
Tucker R. Hull, Esquire
Pepper Hamilton, LLP
100 Market Street, Suite 200
P.O. Box 1181
Harrisburg, PA 17108-1181
Counsel for Plaintiff
By:
Date: July 14, 2014
{00709088;v1}
GOLDBERG KATZMAN, P.C.
Steven E. Grubb, Esquire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, Suite 301
P.O. Box 1268
Harrisburg, PA 17108-1268
(717)234-4161
Attorneys for Defendant New England
Confectionary Company, Inc.
RITE AID HEADQUARTERS CORP. :
Plaintiff
v.
NEW ENGLAND CONFECTIONERY :
COMPANY, INC.
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 14-3053
CIVIL ACTION - LAW
ORDER
CL,
Upon consideration of the Defendant's Motion for Admission Pro Hac Vice, it is hereby
ordered this \(21\ day of
2014 that said Motion is granted and Attorneys
Thomas T. Reith, Esquire and Lynn C. Norton, Esquire of the law firm of Burns & Levinson,
LLP, are admitted pro hac vice, as representing New England Confectionery Company, Inc. in
the above -captioned matter.
Distribution:
.,/Steven E. Grubb, Esquire, Goldberg Katzman, P.C., 4250 Crums Mill Road, Harrisburg, PA 17112
Brian P. Downey, Esquire, Pepper Hamilton, LLP, 100 Market Street, Suite 200, P.O. Box 1181, Harrisburg, PA
1 -1181
ucker R. Hull, Esquire, Pepper Hamilton, LLP, 100 Market Street, Suite 200, P.O. Box 1181, Harrisburg, PA
17108-1181
......„,,TSomas T. Reith, Esquire, Burns & Levinson, LLP, 125 Summer Street, Boston, MA 02110
Lynn C. Norton, Burns & Levinson, LLP, 125 Summer Street, Boston, MA 02110
'es
Icf
{00706277;v' )
"le
RITE AID HDQTRS. CORP, : IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff,
vs.
NEW ENGLAND CONFECTIONERY
COMPANY, INC.,
Defendant.
NO. 14-3053 CIVIL TERM
CIVIL ACTION - LAW
NOTICE TO PLEAD
TO: New England Confectionery Company, Inc.
c/o Steven E. Grubb, Esquire
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
CD
r-?
-11
i�
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t
:=4
New England Confectionery Company, Inc.
c/o Thomas T. Reith, Esquire
Lynn C. Norton, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
You are hereby notified to file a written response to the enclosed Answer With
New Matter of Rite Aid Hdqtrs. Corp. to Defendant's New Matter and Counterclaim within
twenty (20) days from service hereof or a judgment may be entered against you.
Brian P. Downey (PA 59891)
Tucker R. Hull (PA 306426)
PEPPER HAMILTON LLP
Suite 200
100 Market Street
P.O. Box 1181
Harrisburg, PA 17108-1181
717.255.1155
866.422.1305 (direct fax)
downeyb@pepperlaw.com
hullt@pepperlaw.com
Attorney for Plaintiff
Rite Aid Hdqtrs. Corp.
RITE AID HDQTRS. CORP, : IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff,
vs.
NO. 14-3053 CIVIL TERM
NEW ENGLAND CONFECTIONERY : CIVIL ACTION - LAW
COMPANY, INC.,
Defendant.
ANSWER WITH NEW MATTER OF RITE AID HDQTRS. CORP. TO DEFENDANT'S
NEW MATTER AND COUNTERCLAIM
Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"), by and through its undersigned
attorneys, Pepper Hamilton LLP, hereby files this Answer with New Matter to Defendant's New
Matter and Counterclaim, and states as follows:
Rite Aid's Answer to NECCO's New Matter
31. Admitted upon information and belief.
32. Admitted.
33. Admitted. Rite Aid admits that it had been engaged in a longstanding
business relationship with NECCO and that for many years it was beneficial to Rite Aid. Upon
information and belief, the relationship was beneficial to NECCO as well. By 2012, however,
NECCO refused to pay the negative account balance that it owed to Rite Aid, which led to the
initiation of this lawsuit.
34. Admitted in part and denied in part. Rite Aid admits that over the course
of their relationship the parties entered into a series of agreements including, but not limited to, a
Guaranteed Sales Agreement, Promotional Funding Agreements, Rite Aid Loyalty Card
Promotion and Funding Agreements, and Incremental Investment Agreements, which set forth
terms relating to markdown protection, marketing and advertising funds and uses, compliance,
and payment terms. The agreements executed by the parties are written documents that speak for
themselves and any characterization inconsistent therewith is strictly denied. By way of further
response, the written agreements executed by the parties set forth all the terms governing the
parties' business relationship. Rite Aid denies that the written agreements only set forth the core
terms of their business relationship and denies any implication that there are terms outside of the
agreements that govern their business relationship.
35. Admitted.
36. Admitted.
37. Denied as stated. Rite Aid's payment obligations to NECCO are
controlled by the written agreements executed by the parties, including (a) the Guaranteed Sales
Agreement; (b) the Rite Aid Returns Agreement; (c) a series of Promotional Funding
Agreements pursuant to which NECCO agreed to pay Rite Aid money equal to a certain
percentage of Rite Aid's gross purchases of NECCO products during a particular time period, (d)
a series of Rite Aid Loyalty Card Promotion and Funding Agreements pursuant to which
NECCO agreed to pay Rite Aid money equal to a percentage of Rite Aid's gross purchase of
NECCO products during a particular time period, and (e) a series of Incremental Investment
Agreements authorizing the temporary price reduction or mark-down of NECCO products at Rite
Aid stores. Rite Aid denies that it had any obligations outside of the written agreements
executed by the parties. By way of further response, Rite Aid complied with all of its obligations
under the agreements between the parties.
38. Admitted in part and denied in part. Rite Aid admits that it is customary
in the industry for retailers to take credits for the disposal of goods that were not sellable. After
-2-
reasonable investigation, Rite Aid is without knowledge or information sufficient to form a belief
as to NECCO's expectations regarding deductions, but denies any implication that Rite Aid took
deductions that were not appropriate. By way of further response, all deductions taken by Rite.
Aid against NECCO's accounts were authorized by the written agreements executed by the
parties. By way of still further response, although deductions are customary in the industry, Rite
Aid's deductions against NECCO's accounts were not taken based on industry averages, but
rather based strictly on the agreements executed by the parties, the particular goods provided by
NECCO and Rite Aid's ability to sell those goods.
39. Admitted in part and denied in part. Rite Aid admits that it took
reasonable and good faith deductions from the invoices submitted by NECCO and that its
deductions were properly supported by documentation. Rite Aid denies any implication that it
took deductions that were not reasonable or in good faith. By way of further response, the
:deductions taken by Rite Aid, although consistent with industry -wide practice and the parties'
course of dealings, were based solely on the agreements executed by the parties, which factor in
the nature of the particular goods provided by NECCO and Rite Aid's ability to sell those goods.
Rite Aid denies that any of the deductions taken against NECCO's account were not authorized
by the written documents executed by the parties. By way of further answer, Rite Aid admits
that it has paid NECCO all amounts due and owing to it during the course of the relationship.
Still by way of further answer, NECCO currently owes money to Rite Aid as detailed in Rite
Aid's Complaint.
40. Admitted in part and denied in part. Rite Aid admits that the parties had a
longstanding business relationship, but denies the remaining averments of this paragraph.
Between 2003 and 2008, the amount of deductions taken against NECCO's account varied from
-3-
time to time depending on a variety of factors including, but not limited to, the effect of
NECCO's marketing efforts and lack thereof, the nature of the goods supplied by NECCO and -
Rite Aid's ability to sell those goods. After reasonable investigation, Rite Aid is without
knowledge or information sufficient to form a belief as to what percentage of total invoiced sales
NECCO deems to be acceptable or as to NECCO's normal range of the cost of doing business.
Those averments are therefore denied.
41. Admitted in part and denied in part. Rite Aid admits that, commencing in
or around 2009 and continuing through 2013, Rite Aid sold NECCO products and received
monies from consumers. Rite Aid also admits that during this time period Rite Aid took
authorized deductions against NECCO invoices. Rite Aid denies, however, that at any time it
took unwarranted or unsubstantiated deductions against NECCO invoices. To the contrary, all
deductions taken against NECCO invoices were authorized by the agreements executed by the
parties.
42. Denied. Rite Aid denies that in 2009 it "unilaterally increased its
deductions to approximately 15% of total invoice sales, with minimal to no documentary
support." All deductions taken against NECCO invoices were authorized by the agreements
executed by the parties, which factor in the nature of the particular goods provided by NECCO
and Rite Aid's ability to sell those goods. By way of further response, Rite Aid provided all
documentary support required by the agreements governing the parties' relationship.
43. Denied. Rite Aid denies that in 2010 it took any unwarranted or
unsupported deductions against NECCO invoices. By way of further response, all deductions
taken by Rite Aid against NECCO invoices were authorized by the agreements governing the
parties' relationship.
-4-
44. Admitted in part and denied in part. Rite Aid admits that in 2011 it took
deductions against NECCO invoices. The remaining averments of this paragraph are denied. By
way of further response, the deductions taken against NECCO's account varied from time to
time depending on a variety of factors including, but not limited to, the effect of NECCO's
marketing efforts and lack thereof, the nature of the particular goods provided by NECCO and
Rite Aid's ability to sell those goods. After reasonable investigation, Rite Aid is without
knowledge or information sufficient to form a belief as to the intentions of NECCO personnel
and is without knowledge sufficient to form a belief as to the reasons why NECCO hired and
paid a broker, and therefore denies all averments relating thereto. Rite Aid further denies that it
has ever taken any unsubstantiated deductions against NECCO invoices.
45. Admitted in part and denied in part. Rite Aid admits that in 2012 it took
deductions against NECCO invoices. The deductions taken against NECCO invoices, however,
varied from time to time, depending on a variety of factors including, but not limited to, the
effect of NECCO's marketing efforts and lack thereof, the nature of the particular goods
provided by NECCO and Rite Aid's ability to sell those goods. By way of further response, all
deductions taken by Rite Aid against NECCO invoices were authorized by the agreements
executed by the parties. Rite Aid denies that it has ever taken any unwarranted or
unsubstantiated deductions against NECCO invoices in 2012 or otherwise.
46. Denied as stated. Rite Aid admits that it made deductions against NECCO
invoices between 2009 and 2013 but denies the characterization that deductions were "nearly
$2,000,000." Rite Aid further denies that any deductions were unsubstantiated in whole or in
part. By way of further response, the amounts deducted against NECCO invoices consisted of
-5-
advertising allowances, markdowns, unsaleable goods, deferred revenue, display allowanced,
returns and recalls, all of which were authorized by the agreements executed by the parties.
47. Admitted in part and denied in part. Rite Aid admits that the deductions
taken against NECCO invoices increased between 2009 and 2013, but denies the remaining
averments of this paragraph. Rite Aid denies that the deductions were in excess of industry
norms or unauthorized. To the contrary, all deductions taken by Rite Aid, at all times, were
authorized by the agreements executed by the parties. After reasonable investigation, Rite Aid is
without knowledge or information regarding the third party data to which NECCO refers. Rite
Aid, therefore, denies that its deductions were out of line with available third party data. By way
of further response, Rite Aid did not take deductions based on third party data, but rather, based
on the particular' goods provided by NECCO and the ability of Rite Aid to sell them.
48. Admitted in part and denied in part. Rite Aid admits that during 2009
through 2013, no changes were made to the agreements between Rite Aid and NECCO. The
remaining averments of this paragraph are denied. After reasonable investigation, Rite Aid is
without knowledge or information sufficient to form a belief as to what changes, if any, NECCO
may have made to its operations or distributions during 2009 and 2013. Rite Aid also denies that
NECCO product delivered to Rite Aid was not unsaleable. By way of further response, all
deductions taken by Rite Aid against NECCO invoices were authorized by the agreements
governing the parties' relationship. Rite Aid also denies that the only change in circumstances
during the 2009 through 2013 period was that Rite Aid began experiencing severe financial
difficulty and was considering bankruptcy. By way of still further response, the amount of
deductions taken against NECCO invoices varied from time to time, depending on a variety of
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factors, including, but not limited to, the effect of NECCO's marketing efforts and lack thereof,
as well the particular goods provided by NECCO and the ability of Rite Aid to sell them.
49. Denied as stated. Rite Aid denies the averments of this paragraph to the
extent they characterize the losses and store closings experienced by Rite Aid between 2009 and
2013. Rite Aid denies that it overbought product from NECCO or had unplanned high levels of
inventory. By way of further response, all deductions taken against NECCO invoices were
authorized by the agreements executed by the parties.
50. Admitted in part and denied in part. Rite Aid admits that during the 2009
through 2013 time period that the quantity of NECCO product declared unsaleable increased.
Rite Aid denies that goods were deemed unsaleable "solely at the discretion of Rite Aid." To the
contrary, goods were declared unsaleable based on the particular goods provided by NECCO and
the ability of Rite Aid to sell them. Rite Aid admits that the value of goods deemed unsaleable
were deducted from the amount paid on NECCO invoices but denies that NECCO was entitled to
payment for the value of goods deemed unsaleable. Rite Aid further denies that any of the
deductions taken against NECCO invoices were unauthorized. To the contrary, all deductions
taken against NECCO invoices, as well as all administrative charges assessed to NECCO, were
valid and authorized by the agreements executed by the parties.
51. Denied. After reasonable investigation, Rite Aid is without knowledge or
information sufficient to form a belief as to the truth of the averments in this paragraph and the
same are therefore denied.
52. Admitted in part and denied in part. After reasonable investigation, Rite
Aid is without knowledge or information sufficient to form a belief as to why NECCO requested
proof of destruction from Rite Aid and the remaining averments of this paragraph are therefore
-7-
denied. By way of further response, Rite Aid denies that it was "selling [NECCO] candy at a
profit all the while shorting NECCO on the bill and hitting NECCO with unsupportable
administrative fees." By way of further response, all deductions and administrative fees imposed
on NECCO were valid and authorized by the written agreements executed bythe parties.
53. Admitted in part and denied in part. Rite Aid admits that at times between
2009 and 2012, NECCO personnel corresponded with Rite Aid personnel regarding deductions
but denies that Rite Aid failed to provide the documentation required under the agreements
governing the parties' relationship. •
54. Admitted in part and denied in part. Rite Aid admits that NECCO's chief
financial officer corresponded with Rite Aid's category manager by letter dated June 24, 2012,
informing Rite Aid that NECCO would no longer sell to Rite Aid on open credit and that
NECCO's chief financial officer alleged that this change was due to Rite Aid's purported
increased and unsubstantiated deductions. Rite Aid denies, however, NECCO's chief financial
officer's characterizations of Rite Aid's deductions against NECCO and denies that any of Rite
Aid's deductions were unsubstantiated. To the contrary, all deductions taken by Rite Aid against
NECCO's invoices were valid and authorized by the agreements executed by the parties.
55. Admitted in part and denied in part. Rite Aid admits that following its
receipt of NECCO's June 24, 2012 letter, NECCO's chief financial officer communicated with
Rite Aid's category manager to discuss the business relationship between the parties. Rite Aid
further admits that it expressed a desire to remain on open terms with NECCO. Rite Aid denies,
however, that any of the deductions taken against NECCO's account were inappropriate.
56. Admitted in part and denied in part. Rite Aid admits that its category
manager communicated with NECCO in order to develop a more productive business
-8-
relationship. Rite Aid denies, however, that its category manager "conceded" that any
deductions taken against NECCO invoices were inappropriate and denies that any deductions
were, in fact, inappropriate and, therefore, denies that its category manager agreed to return any
deducted funds to NECCO. By way of further response, any communications between Rite Aid
and NECCO occurred in an attempt to develop a more productive business relationship between
the parties.
57. Admitted in part and denied in part. Rite Aid admits that at a certain
point, it elected to stop ordering NECCO candy products but denies the remaining averments of
this paragraph. After reasonable investigation, Rite Aid is without knowledge or information
sufficient to form a belief as to why NECCO was no longer able to continue its business
relationship with Rite Aid on open terms or why NECCO insisted that Rite Aid pay in advance
for all future NECCO sales. All averments relating thereto are therefore denied. Rite Aid also
denies that it took any invalid deductions against NECCO invoices and therefore denies all
averments in this paragraph that assume invalid deductions were taken. Rite Aid further denies
that any assurances, representations or promises were made by Rite Aid to NECCO regarding the
return of any money to NECCO.
58. Denied. Rite Aid denies that any of its deductions were "inexplicable"
and denies that it made "attempts to avoid paying NECCO for NECCO product that Rite Aid
ordered, that NECCO manufactured, sold and delivered to Rite Aid, and that Rite Aid sold and
reaped monies from." To the contrary, all deductions taken by Rite Aid against NECCO's
account were valid and authorized by the agreements executed by the parties, and Rite Aid paid
NECCO all monies to which NECCO was entitled under the parties' agreements. By way of
further response, Rite Aid denies any implication that deductions taken against NECCO's
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accounts were a result of any financial difficulties Rite Aid may have experienced. To the
contrary, all deductions were taken based on the nature of the particular products supplied by
NECCO and Rite Aid's ability to sell those products.
59. Denied. Rite Aid denies that it owes NECCO any money on account of
unpaid invoices on purchase orders between 2009 and 2013. To the contrary, NECCO owes Rite
Aid in excess of $127, 754.34. Rite Aid also denies that it took any improper deductions at any
time against NECCO invoices.
60. Denied. Rite Aid denies that it not disputed and cannot dispute the
validity of the goods and services provided by NECCO, and denies that Rite Aid owes any
money to NECCO. To the contrary, NECCO owes Rite Aid in excess of $127,754.34 as
asserted in the Complaint in this action.
61. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
62. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
63. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
64. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
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65. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
66. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
67. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
68. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
69. Denied. Rite Aid denies that it has suffered no damages as a result of the
wrongful conduct by NECCO. To the contrary, Rite Aid has suffered damages in excess of
$127,754.34.
70. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied. By way of further response, the damages suffered by Rite Aid are not the
result of its own conduct but, rather, are the result of the conduct of NECCO. As a result, Rite
Aid has suffered damages in excess of $127,754.34 as a result of NECCO's breaches of contract.
71. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
-11-
72. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
73. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied. By way of further response, NECCO was not justified in its conduct and
acts. To the contrary, NECCO's conduct constitutes a breach of the parties agreements, giving
rise to NECCO's liability to Rite Aid in excess of $127,754.34.
74. Denied. Rite Aid denies that NECCO has not been unjustly enriched. To
the contrary, as is customary in the industry, NECCO was obligated to pay certain fees
associated with the sale of its product and to contribute certain amounts of money for the
marketing and promotion of its products. Rite Aid has a reasonable expectation to be paid the
negative balance comprising such fees and marketing and promotional expense. NECCO
reasonably should have expected to pay the fees and marketing expenses set forth in the
statement of account that is attached to Rite Aid's Complaint, as such fees and expenses are
customary in the industry. It would be inequitable for NECCO to receive the benefit of the
amount it still owes to Rite Aid.
75. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
76. This paragraph contains no factual averments to which a response is
required. To the extent that a responses is deemed necessary, Rite Aid admits that NECCO
purports to reserve its right to assert additional defenses, but denies that any such defenses exist.
-12-
Rite Aid's Answer to NECCO's Counterclaims
COUNT I
Breach of Contract
77. Rite Aid incorporates by reference its responses above as if fully set forth
herein.
78. Admitted.
79. Denied. Rite Aid denies that it has materially breached any of the terms of
the contracts between the parties.
80. Denied. Rite Aid denies that it has breached any agreements between Rite
Aid and NECCO and denies that NECCO has suffered any harm.
81. Denied. Rite Aid denies that it is liable to NECCO for any amount of
damages and further denies that NECCO has sustained any damages on account of Rite Aid's
conduct. By way of further response, Rite Aid denies that it has breached any of the contracts
between the parties.
COUNT II
Breach of Implied Covenant of Good Faith and Fair Dealing
82. Rite Aid incorporates by reference its responses above as if fully set forth
herein.
83. Admitted.
84. Denied. Rite Aid denies that it has breached any covenant of good faith
and fair dealing. Rite Aid further denies that it has taken any inappropriate deductions and
denies that it has not paid any amounts due in full. By way of further response, all deductions
taken by Rite Aid were authorized by the parties' agreements.
-13-
85. Denied. Rite Aid denies that it has breached the covenant of good faith
and fair dealing and denies that NECCO has suffered any harm as a result of conduct taken by
Rite Aid.
86. Denied. Rite Aid denies that it is liable to NECCO for any damages and
denies that NECCO has sustained any damages on account of Rite Aid's conduct. Rite Aid
further denies that it has breached the implied covenant of good faith and fair dealing.
COUNT III
Unjust Enrichment
87. Rite Aid incorporates by reference its answers to the allegations contained
in the preceding paragraphs as if fully set forth herein.
88. Admitted.
89. Admitted, in part and denied in part. Rite Aid admits that it sold some
candy supplied by NECCO to Rite Aid customers. To the extent NECCO is attempting to assert
that Rite Aid sold all of the product delivered by NECCO to Rite Aid customers, this allegation
is denied.
90. Admitted in part and denied in part. Rite Aid admits that it had an
obligation to pay NECCO for the candy products it received subject to the terms of the various
agreement entered into by the parties. Payments due to NECCO, however, were to be reduced
by any charges authorized by the agreements governing the parties' relationship. Rite Aid
denied that it has failed to pay any amount owed to NECCO.
91. Admitted in part upon information and belief and denied in part. Rite Aid
admits, upon information and belief, that NECCO had a reasonably expectation to be paid for
certain goods shipped to Rite Aid provided that payment was required by the terms of the
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agreements entered between the parties. Rite Aid denies that NECCO had a reasonable
expectation to receive any payments beyond those it has already received.
92. Denied. Rite Aid denies that it retained NECCO's candy products and
subsequently sold them without paying for all of them. To the contrary, Rite Aid paid NECCO
all monies that were rightfully owed under the parties' agreement.
93. The averments of this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
WHEREFORE, Rite Aid Hdqtrs. Corp. respectfully requests that the Court enter
judgment in its favor and against NECCO together with interests, costs, and whatever other
remedy this Court deems just and proper.
Rite Aid's New Matter to NECCO's Counterclaims
94. NECCO's Counterclaims fail to state a claim upon which relief may be
granted.
95. Rite Aid did not breach any duty, contractual or otherwise, allegedly •
owed, to NECCO.
96. NECCO's causes of action against Rite Aid may be barred by the
equitable doctrines of estoppel, laches, and/or waiver.
97. Rite Aid is entitled to an equitable right of set-off.
98. NECCO's claims are barred, in whole or in part, by the applicable statute
of limitations.
99. NECCO's claims are barred, in whole or in part, because Rite Aid
complied with all applicable terms of the agreements between the parties.
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100. NECCO has not suffered compensable injuries or damages and, therefore,
lack standing to assert any claim against Rite Aid.
101. Rite Aid does not waive any of the affirmative defenses in Pa.R.C.P. 1030
or any other affirmative defense and hereby gives notice that Rite Aid relies upon such other
defenses as may become available or appear during the course of discovery proceeding in this
case. Rite Aid reserves the right to amend this Answer to assert such defenses.
WHEREFORE, Rite Aid Hdqtrs. Corp. respectfully requests that the Court enter
judgment in its favor and against NECCO together with interests, costs, and whatever other
remedy this Court deems just and proper.
Dated: August 28, 2014
Respectfully submitted,
Brian P. Downey (PA 59891)
Tucker R. Hull (PA 306426)
PEPPER HAMILTON LLP
Suite 200
100 Market Street
P.O. Box 1181
Harrisburg, PA 17108-1181
717.255.1155
866.422.1305 (direct fax)
downeyb@pepperlaw.com
hullt@pepperlaw.com
Attorney for Plaintiff
Rite Aid Hdqtrs. Corp.
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VERIFICATION
Nick Nichols signs this Verification on behalf of Rite Aid Corporation, and does
hereby verify that the foregoing Answer with New Matter was prepared with the assistance and
advice of counsel, and in reliance upon counsel's advice; that the document, subject to
inadvertent or undiscovered errors, is based upon and therefore limited by the records and
information still in existence, presently recollected and thus far discovered in preparation of this
document; and that subject to the limitations set forth herein, the statements contained in this
document are true and correct to the best of her knowledge, information and belief. The
language of the foregoing document is that of counsel.
It is understood that the statements herein are made subject to the penalties of
1.8 Pa. C.S. § 4904 relating to unsworn falsification to authorities.
Date: August 4, 2014
nn/rViA
Name: Nick Nichols
Title: Category Manager
CERTIFICATE OF SERVICE
I hereby certify that I am on this date serving a copy of the foregoing document
upon the person(s) and in the manner indicated below, which service satisfies the requirements
of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States
Mail, with first-class postage prepaid, as follows:
Steven E. Grubb, Esquire
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
Thomas T. Reith, Esquire
Lynn C. Norton, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
Counsel for Defendant
Tucker R. Hull
Date: August 28, 2014
RITE AID HDQTRS. CORP,
30 Hunter Lane
Camp Hill, PA 17011
Plaintiff
Vs.
NEW ENGLAND
CONFECTIONERY COMPANY,
INC.
135 American Legion Highway
Revere, MA 02151-2405
Defendant.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYJYAAA
C -
S
rrsrcl
% _ i
v G
NO. 14-3053 CIVIL TERM
CIVIL ACTION - LAW
DEFENDANT NEW ENGLAND CONFECTIONARY COMPANY, INC.'S RESPONSE
TO RITE AID'S NEW MATTER TO NECCO'S COUNTERCLAIM
AND NOW COMES Defendant, New England Confectionary Company, Inc.
("NECCO"), by and through its attorneys, Goldberg Katzman, P.C. and Burns & Levinson LLP
who hereby responds to Rite Aid's New Matter to its Counterclaims as follows:
1. The averments in this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
2. The averments in this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
3. The averments in this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
4. The averments in this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
{00709088;v1}
5. The averments in this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
6. The averments in this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
7. The averments in this paragraph constitute conclusions of law to which no
response is required. To the extent that a response is deemed necessary, the averments of this
paragraph are denied.
8. This paragraph contains no factual averments to which a response is required. To
the extent that a response is deemed necessary, NECCO admits that Rite Aid purports to reserve
its right to assert additional defenses, but denies that any such defenses exist.
WHEREFORE, NECCO respectfully requests that the Court enter judgment in its favor
in an amount in excess of the arbitration limit in Cumberland County, together with interest, all
costs of court and whatever other remedy this Court deems just and proper.
Date: September I 6 , 2014
{00709088;v1}
Res e tted,
even E. Grubb, uire (No. 75897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, P.O. Box 6991
Harrisburg, PA 17112
(717) 234-4161
Thomas T. Reith, Esquire
Lynn C. Norton, Esquire
Burns & Levinson, LLP
125 Summer Street
Boston, MA 02110
Attorneys for Defendant New England
Confectionary Company, Inc.
VERIFICATION
I, Thomas E. Barnes, hereby depose and say that I am the Chief Financial Officer of
Defendant New England Confectionery Company, Inc., that I have reviewed the foregoing
Response To Rite Aid's New Matter To NECCO's Counterclaim, and that the averments set
forth therein are true to the best of my knowledge, information and belief.
Signed under the penalties of perjury this 15th day of September, 2014
/
Thomas E. Barnes
///
4835-7554-3582.1
CERTIFICATE OF SERVICE
I hereby certify that I am this date serving a copy of the foregoing document upon the
person(s) and in the manner indicated below, which service satisfies the requirements of the
Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail,
with first-class postage, prepaid as follows:
Brian P. Downey, Esquire
Tucker R. Hull, Esquire
Pepper Hamilton, LLP
100 Market Street, Suite 200
P.O. Box 1181
Harrisburg, PA 17108-1181
Counsel for Plaintiff
By:
Date: September 16 , 2014
{00709088;v1)
GOLDBERG KATZMAN, P.C.
ven E. Grubb, f s • uire (No. 75 897)
Goldberg Katzman, P.C.
4250 Crums Mill Road, Suite 301
P.O. Box 1268
Harrisburg, PA 17108-1268
(717)234-4161
Attorneys for Defendant New England
Confectionary Company, Inc.