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HomeMy WebLinkAbout14-6695 J Supreme Cou VoAiTennsylvania CourtOf<Common Pleas For Prothonotary Use Only: C�vi1 Cover � Docket No: i Cur1•ibelandA41 ; County 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'pleodings or other papers as required by lain or rules of court. Commencement of Action: S X' Complaint 0 Writ of Summons 0 Petition E Transfer from Another Jurisdiction 0 Declaration of Taking C Lead Plaintiff's Name: Lead Defendant's Name: T Gerald Cordell and H.R. Cordell Sons, Inc. CRF Mechanical, Inc. I Are money damages requested? El Yes 0 No Dollar Amount Requested: Owithin arbitration limits 0 (check one) Doutside arbitration limits N Is this a Class Action Suit? 0 Yes ;X No Is this an MDJAppeal? E; Yes X No A Name of Plaintiff/Appellant's Attorney: 0 Check Isere if you have no attorney(are a Self-Represented (Pro Se) I.aitigant) 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 0 Intentional 0 Buyer Plaintiff Administrative Agencies El Malicious Prosecution in Debt Collection: Credit Card 0 Board of Assessment 0 Motor Vehicle rx] Debt Collection: Other 0 Board of Elections 0 Nuisance Unpaid Note 0 Dept. of Transportation 0 Premises Liability 0 Statutory Appeal: Other S 0 Product Liability (does not include Emass tort) 0 Employment Dispute: El Slander/Libel/Defamation Discrimination C 0 Other: Employment Dispute: Other E1 Zoning Board T ( Other: I 10 Other: O MASS TORT 0 Asbestos N 0 Tobacco Toxic Tort-DES Toxic Tort-Implant REAL PROPERTY MISCELLANEOUS Toxic Waste Other: 11 Ejectment El Common Law/Statutory Arbitration Bin Eminent Domain/Condemnation 0 Declaratory Judgment 0 Ground Rent 0 Mandamus 0 Landlord/Tenant Dispute 0 Non-Domestic Relations 0 Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY 0 Mortgage Foreclosure: Commercial 0 Quo Warranto 0 Dental ] Partition El Replevin 0 Legal 0 Quiet Title 0 Other: Medical 0 Other: 0 Other Professional: Updated 1/1/2011 Christopher E. Rice, Esquire Attorney I.D. No. 9091618 , Seth T. Mosebey, Esquire �� ���� �l� Attorney I.D. No. 203046 CUMBERLAND COUNTY MARTSON LAW OFFICES PENNSYLVANIA 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff GERALD L. CORDELL and : IN THE COURT OF COMMON PLEAS OF H.R. CORDELL SONS, INC., : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. NO. 2014 - 6�'q,!';"-CIVIL TERM CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiffs. 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 34 South Bedford Street Carlisle, PA 17013 (717) 249-3166 /"2 i 3 � FAFILES\Clients\15410 Corde11\15410.1.com2.wpd Christopher E. Rice, Esquire Attorney I.D. No. 90916 Seth T. Mosebey, Esquire Attorney I.D.No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff GERALD L. CORDELL and : IN THE COURT OF COMMON PLEAS OF H.R. CORDELL SONS, INC., : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. NO. 2014 - CIVIL TERM CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants COMPLAINT AND NOW, comes the Plaintiff, Gerald L. Cordell, by and through his attorneys, Martson Law Offices, and files this Complaint against Defendants, CRF Mechanical,Inc.,CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter and in support thereof avers as follows: 1. Gerald L. Cordell is an adult individual with an address of 10 Bradi Drive, Carlisle, Pennsylvania. 2. H.R. Cordell Sons, Inc., is a Pennsylvania corporation with an address of 10 Bradi Drive, Carlisle, Pennsylvania. 3. Plaintiff Gerald L. Cordell is the sole shareholder of Plaintiff H.R. Cordell Sons,Inc. 4. Defendant CRF Mechanical, Inc., is a Pennsylvania corporation with a registered address of 55 West Street,Newville, Pennsylvania. 5. Defendant CRF Mechanical, LLC, is a Pennsylvania limited liability company with a registered office address of 135 Foltz Road, Shippensburg, Cumberland County, Pennsylvania. 6. Defendant Laura J. Witter is an adult individual with a last known address of 25 Reese Road, Shippensburg, Pennsylvania. 7. Defendant Donald R. Witter is an adult individual with a last known address of 25 Reese Road, Shippensburg, Pennsylvania. 8. It is believed, and therefore averred, that Defendants Laura J. Witter and Donald R. Witter are officers, shareholders, employees and agents of Defendant CRF Mechanical, Inc. 9. It is believed, and therefore averred, that Defendants Laura J. Witter and Donald R. Witter are officers, members, employees and agents of Defendant CRF Mechanical, LLC. 10. On or about March 31, 2008, Defendant CRF Mechanical, Inc., entered into an Agreement for the Sale and Purchase of Certain Assets Making Up The Heating And Refrigeration Business Known As H.R. Cordell Sons, Inc. (the "Agreement"). A true and correct copy of the Agreement is attached hereto as Exhibit"A"and is incorporated herein by reference. 11. Pursuant to the terms of the Agreement, Defendant CRF Mechanical, Inc.,agreed to purchase substantially all of the business assets of Plaintiff H.R. Cordell Sons, Inc., including accounts receivable and customers lists, for a total purchase price of$350,000.00 (the "Purchase Price"). 12. As required by the Agreement, Defendant CRF Mechanical, Inc., paid a total of $50,000.00 to Plaintiff H.R. Cordell Sons, Inc., on or before the date of closing, which was held on March 31, 2008. 13. The remainder of the Purchase Price was to be paid to Plaintiff Gerald L. Cordell pursuant to two Notes delivered by Defendant CRF Mechanical, Inc.,to Plaintiff Gerald L. Cordell at closing. 14. On or about March 31, 2008, Defendant CRF Mechanical, Inc., entered into a Note with Plaintiff Gerald L.Cordell to borrow$250,000.00(the"Seven Year Note"),and agreed to make monthly payments in the amount of$3,593.00, and one final payment consisting of the outstanding principal and interest in satisfaction of the principal balance. A true and correct copy of the executed Seven Year Note is attached hereto as Exhibit"B" and is incorporated herein by reference. 15. On or about March 31, 2008, Defendant CRF Mechanical, Inc., entered into a Note with Plaintiff Gerald L. Cordell to borrow$50,000.00(the"Three Year Note"),and agreed to satisfy the principal balance on or before March 30, 2011. A true and correct copy of the executed Three Year Note is attached hereto as Exhibit"C" and is incorporated herein by reference. 16. On March 31, 2008, Defendant CRF Mechanical, LLC, executed a.Guaranty and Surety Agreement(the"Guaranty")unconditionally guaranteeing the payment of each installment of principal and interest due on both the Seven Year Note and Three Year Note. A true and correct copy of the executed Guaranty is attached hereto as Exhibit"D" and is incorporated herein by reference. 17. As security for the Purchase Price, Plaintiff H.R. Cordell Sons, Inc., filed a UCC Financing Statement with the Pennsylvania Department of State on April 3,2008. A true and correct copy of the UCC Financing Statement is attached hereto as Exhibit "E" and is incorporated herein by reference. 18. As set forth more fully in the UCC Financing Statement, H.R. Cordell Sons, Inc., obtained and perfected a security interest on the business assets that were transferred to Defendant CRF Mechanical,Inc., pursuant to the Agreement. 19. On February 7,2014,Plaintiff Gerald L.Cordell filed a Complaint against Defendants CRF Mechanical,Inc.,and CRF Mechanical,LLC,alleging default under the Three Year Note,Seven Year Note, and Guaranty. 20. After Defendants CRF Mechanical,Inc.,and CRF Mechanical,LLC,failed to respond to the Complaint, a default judgment was entered in favor of Plaintiff Gerald L. Cordell and against Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC,in the amount of$237,168.99, plus interest at the rate of$23.17 per day. A true and correct copy of the Notices of Entry of Default Judgment are attached hereto as Exhibit"F" and are incorporated herein by reference. 21. After obtaining a judgment against Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, Plaintiff Gerald L. Cordell served Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, with discovery in aid of execution. 22. In its answers to Plaintiff Gerald L.Cordell's discovery in aid of execution,Defendant CRF Mechanical, Inc.,stated that its personal property and business assets consisted only of HVAC parts and fittings valued at approximately $400.00 to $500.00. 23. In its answers to Plaintiff Gerald L.Cordell's discovery in aid of execution,Defendant CRF Mechanical,Inc.,also provided tax returns,which revealed sales of business assets prior to the expiration of Plaintiff H.R. Cordell Sons, Inc.'s UCC Financing Statement. 24. Defendant CRF Mechanical,Inc.,knowingly transferred property subject to the UCC Financing Statement without authorization from Plaintiff H.R. Cordell Sons, Inc. 25. Defendant CRF Mechanical,Inc.,knowingly transferred property subject to the UCC Financing Statement without receiving fair consideration. COUNT I-Piercing the Corporate Veil H.R. Cordell Sons, Inc., and Gerald L. Cordell v. Laura J. Witter and Donald R. Witter 26. Plaintiff incorporates by reference the allegations set forth in Paragraphs 1 through 25 as though set forth at length. 27. Defendants Laura J. Witter and Donald R. Witter were, at all relevant times, the principals and alter egos of CRF Mechanical, Inc. 28. Defendants Laura J. Witter and Donald R. Witter organized CRF Mechanical, Inc., under the laws of Pennsylvania. 29. Defendants Laura J. Witter and Donald R. Witter, as the alter egos of CRF Mechanical,Inc.,have conducted,managed,and controlled its affairs without regard to the separate existence of CRF Mechanical, Inc., and have used CRF Mechanical, Inc., to deprive Plaintiff of monies that were rightfully due. 30. Defendants Laura J. Witter and Donald R. Witter at all times exercised total control over CRF Mechanical, Inc., to perpetuate a fraud against Plaintiff. 31. Among other things, Defendants Laura J. Witter and Donald R. Witter used CRF Mechanical,Inc.,to sell assets secured by a UCC Financing Statement filed in favor of Plaintiff H.R. Cordell Sons, Inc., to avoid payment of obligations due and owing to Plaintiff Gerald L. Cordell. 32. Upon information and belief,Defendants Laura J.Witter and Donald R.Witter utilized the assets of CRF Mechanical, Inc., for their personal benefit. 33. Upon information and belief,Defendants Laura J.Witter and Donald R.Witter utilized the assets of CRF Mechanical, Inc., to perpetuate a fraud against Plaintiffs. 34. Piercing the corporate veil of CRF Mechanical, Inc., and entering judgment against Defendants Laura J. Witter and Donald R. Witter is necessary to prevent fraud and injustice. 35. At all relevant times, CRF Mechanical, Inc., was undercapitalized. WHEREFORE, H.R. Cordell Sons, Inc.,and Gerald L. Cordell request that this Court enter judgment against Laura J. Witter and Donald R. Witter, individually, in an amount in excess of $50,000.00, together with attorney's fees, statutory interest and costs of suit. COUNT II -Participation of Controlling Owner in Fraud by Corporate Entity H.R. Cordell Sons, Inc., and Gerald L. Cordell v. Laura J. Witter and Donald R Witter 36. Plaintiff incorporates by reference the allegations set forth in Paragraphs 1 through 35 as though set forth at length. 37. CRF Mechanical,Inc.,fraudulently transferred business assets secured by Plaintiffs' UCC Financing Statement to other individuals and entities to avoid satisfying,in whole or in part, debts owed to Plaintiff Gerald L. Cordell. 38. Defendants Laura J.Witter and Donald R.Witter,as the sole shareholders and officers of CRF Mechanical, Inc., substantially participated in CRF Mechanical, Inc.'s tortious acts. 39. Consequently, Defendants Laura J. Witter and Donald R. Witter are liable for the tortious acts of CRF Mechanical, Inc., under a participation theory of corporate liability. WHEREFORE, H.R. Cordell Sons, Inc.,and Gerald L. Cordell request that this Court enter judgment against Laura J. Witter and Donald R. Witter, individually, in an amount in excess of $50,000.00, together with attorney's fees, statutory interest and costs of suit. COUNT III - Pennsylvania Uniform Fraudulent Transfers Act H.R. Cordell Sons, Inc., and Gerald L. Cordell v. CRF Mechanical, Inc., CRF Mechanical,LLC, Laura J. Witter, and Donald R. Witter 40. Plaintiffs incorporate by reference the allegations set forth in Paragraphs 1 through 39 as though set forth at length. 41. Under Section 5104 of the Pennsylvania Uniform Fraudulent Transfers Act,"a transfer made . . . by a debtor is fraudulent as to a creditor,whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation with actual intent to hinder, delay or defraud any creditor of the debtor." 12 P.S. § 5105(a)(1). 42. By virtue of the Three Year Note, Seven Year Note, Guaranty, and UCC Financing Statement, Plaintiffs are creditor of Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC. 43. Defendants CRF Mechanical, Inc.,and CRF Mechanical, LLC,were aware,no later than April 3,2008,that they were indebted to Plaintiff under the Seven Year Note,Three Year Note, Guaranty and UCC Financing Statement. 44. Despite their knowledge of their indebtedness to Plaintiffs, Defendant CRF Mechanical,Inc., sold or otherwise transferred assets encumbered by the UCC Financing Statement to avoid, hinder, or defraud Plaintiffs. 45. Defendants CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter, despite knowledge of the outstanding obligations owed to Plaintiffs,participated in or acquiesced to the sale or transfer of assets encumbered by the UCC Financing Statement with the intent to hinder,delay,or defraud Plaintiffs. WHEREFORE, H.R. Cordell Sons, Inc.,and Gerald L. Cordell request that this Court enter an Order: (a) setting aside all fraudulent conveyances made by CRF Mechanical, Inc.; (b) requiring CRF Mechanical,Inc.,CRF Mechanical,LLC,Laura J.Witter,and Donald R. Witter to pay to Plaintiffs the sale price or value of the assets transferred, whichever is greater, together with statutory interest,and costs of suit; (c) entering judgment against CRF Mechanical, Inc., CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter in an amount in excess of$50,000.00, together with attorney's fees, statutory interest and costs of suit; and (d) granting such additional relief as may be appropriate. MARTSON LAW OFFICES By: (�Z4 /L, Christopher E. Rice, Esquire I.D. No. 90916 Seth T. Mosebey, Esquire I.D. No. 203046 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Date: #47-/ / Attorneys for Plaintiff EXHIBIT "A" } AGREEMENT FOR THE SALE AND PURCHASE OF CERTAIN ASSETS MAKING UP THE HEATING AND REFRIGERATION BUSINESS KNOWN AS H. R. CORDELL SONS, INC. THIS AGREEMENT made this 31"day of March, 2008, BETWEEN CRFMechanical,Inc., a Pennsylvania corporation having a mailing and notice address of 55 West Street,Newville, Cumberland County,Pennsylvania,hereafter called- --- - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - "PURCHASER" AND H. R. Cordell Sons, Inc., a Pennsylvania corporation having a mailing and notice address of 232 North Main Street,Mercersburg,Franklin County,Pennsylvania, hereafter called-- - - - -- - -- - -- - - --- - -------- --- -- "SELLER" WHEREAS, Seller now owns and operates a heating and air-conditioning business known as H.R.Cordell Sons,Inc.or H.R. Cordell& Sons,Inc.(hereinafter called "BUSINESS"),located at 232 North Main Street, Mercersburg, Franklin County, Pennsylvania; and, WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller those assets used by Seller in the operation of said business pursuant to the general terms specifically provided for herein; and, WHEREAS, the parties hereto desire to reduce their understandings, concerning the sale and purchase of the assets listed below, to this writing. NOW, THEREFORE,WITNESSETH, that in consideration of the foregoing premises and of the mutual covenants and promises herein contained, and other good and valuable consideration,the adequacy and receipt of which each party hereby acknowledges,it is hereby agreed as follows: ASSETS SOLD Seller agrees to sell,assign, transfer title to and deliver possession of, and Purchaser agrees to buy, accept title to and take possession of, all on the terms and conditions stated herein, the following assets: all of the equipment, furniture, computers, software, supplies, vehicles, tools, commercial fixtures not constituting part of the real estate, and all other equipment utilized in the operation of the Business listed on Schedule "A"attached hereto;rights to the name, "H. R. Cordell & Sons"; the present telephone number of the Business; the Accounts Receivable of the Business totaling approximately$40,000.00;and the customer list of the Business containing approximately 1,400 named contacts for a total purchase price of Three Hundred Fifty Thousand($350,000.00) Dollars. Page 1 PURCHASE PRICE The consideration of Three Hundred Fifty Thousand($350,000.00) Dollars, to be paid by Purchaser to Seller pursuant to this agreement shall be paid as follows: Earnest Deposit, payable to Seller on execution of this agreement of One Hundred($100.00) Dollars. Closin&Payment,to be paid to Seller at closing by cash or cashier's pr certified check equivalent of Forty-Nine Thousand Nine Hundred ($49,900.00)Dollars. Three-Year Note, deliverable to Jerry Cordell, the Seller's sole shareholder, from Purchaser at closing in the amount of Fifty Thousand($50,000.00)Dollars with no interest. Seller shall accept from Purchaser the Three-Year Note as payment at closing and Seller shall independently account for said Note as payment to Seller within Seller's records. The Purchaser, a Pennsylvania corporation, shall be the Maker of this Note and shall guaranty all payments due under this Note. CRF Mechanical, LLC shall also execute a guaranty security the this Note. Seven-Year Note, deliverable to Jerry Cordell, the Seller's sole shareholder, from Purchaser at closing in the amount of Two Hundred Fifty Thousand($250,000.00) Dollars at 5.5% interest and with a monthly payment of$3,593.00. Seller shall accept from Purchaser the Seven-Year Note as payment at closing and Seller shall independently account for said Note as payment to Seller within Seller's records. The Purchaser,a Pennsylvania corporation,shall be the Maker of this Note and shall guaranty all payments due under this Note. CRF Mechanical,LLC shall also execute a guaranty security the this Note. CLOSING The sale hereunder shall be closed at the office of Dick, Stein, Schemel, Wine&Frey,LLP, 13 West Main Street, Waynesboro, Pennsylvania, on March 31St, 2008, or at such other place and date as may be agreed upon between Seller and Purchaser. All matters undertaken at the closing shall be deemed to occur simultaneously. At the closing hereunder, Seller shall deliver to Purchaser: (A) A Bill of Sale executed by Seller conveying to Purchaser the equipment, furniture, computers, software, supplies, vehicles, tools, commercial fixtures not constituting part of the real estate,and all other equipment utilized in the operation of the Business listed on Schedule "A" attached hereto; rights to the name, "H. R. Cordell & Sons"; the present telephone number of the Business; the Accounts Receivable of the Business totaling approximately$40,000.00; and the customer list of the Business containing approximately 1,400 named contacts. (B) A current listing of accounts payable showing amounts payable by Seller with respect to obligations incurred up to the closing date. Page 2 i t (C) A fully executed Pennsylvania Corporation Bureau Consent To Use Similar Name form permitting Purchaser to use the name of the Business. (D) Assignment of Accounts Receivable to Purchaser totaling approximately $40,000.00 together with an Accounts Receivable Report. (E) Title to all vehicles conveyed. At the closing hereunder, Purchaser shall deliver to Seller: (A) Cash or cash equivalent(i.e.,Note(s))payable to Seller in the amount of Three Hundred Forty-Nine Thousand Nine Hundred($349,900.00)Dollars. (B) The Three Year Note executed by the Purchaser as described heretofore. (C) The Seven Year Note executed by the Purchaser as described heretofore. (D) A UCC-1 Agreement pledging the assets set further on Exhibit "A". (F) The guaranty executed by the Purchaser and by CRF Mechanical, LLC, securing the Three Year Note and the Seven Year Note. If this sale and purchase is not closed as provided for herein owing to the failure or neglect of Purchaser to comply with the terms hereof, any amount paid by Purchaser is to be forfeited to Seller, and such forfeiture shall release Purchaser from any liability for the fulfillment of this agreement or the payment of sums due hereunder. Purchaser shall thereby be released and Seller hereby releases Purchaser from any and all liabilities and responsibilities it had or may have under the terms of this agreement, save and except the forfeiture of the earnest deposit. If this sale is not closed as provided for herein owing to the failure or neglect of Seller to comply with the terms hereof,Purchaser may at its option by giving notice in writing to Seller within ten (10) days after the date Purchaser was entitled to have the transactions contemplated hereby closed, (a)cancel this agreement, in which case Seller shall return all money paid to it by Purchaser as earnest deposit or, (b)specifically enforce this agreement, in which case Seller will pay all costs of enforcement as otherwise provided for herein in case of breach. Failing the timely giving of such written notice, Seller shall be relieved from any and all liabilities and responsibilities it had or may have under the terms of this agreement. WARRANTIES AND REPRESENTATIONS Seller's Warranties and Representations. Seller hereby represents, warrants and agrees, as of the date hereof and as of the date of closing hereunder; as follows: Lawful Owner Marketable Title. Seller is now and will at the date of closing hereunder be the lawful owner of and have good and marketable title to all of the property being sold,transferred or assigned by Seller to Purchaser hereunder;and all of said property will be, at the time of closing, free and clear of any and all liens,charges and encumbrances whatsoever,with the exception of that loan and corresponding lien on the Freightliner delivery vehicle which Purchaser agrees to assume; and Seller has and will have at said time of closing good right,title and authority to sell,transfer and assign the same as aforesaid; and Seller will warrant and defend the same against the lawful claims and demands of all person whomsoever. Page 3 To the best of Seller's knowledge,there are no assets or property,tangible or intangible,used in the normal day-to-day operations of the Business, as conducted by Seller prior to closing,which are owned by an individual or entity other than Seller, excluding incidental items used by any employees of Seller. Assets Sold As Is. All assets to be sold,transferred or assigned hereunder are sold in "as is" condition and repair. Seller has not received a citation to the effect that any of such assets do not comply with any applicable governmental laws or regulations. Payment of Debts. Seller shall pay or cause to be paid, all accrued debts,taxes (excluding sales tax on the transfer of the assets on Schedule"A") and liabilities of Seller as of closing which are or might become a lien or charge against any of the property or the Business to be sold pursuant to this agreement, with the exception of that loan on the Freightliner delivery vehicle, having an outstanding balance of approximately$26,137.79, which Purchaser shall assume. No Breach of Contract. Seller is not now in breach of any agreements or contracts which affect the Business and Seller is not delinquent in the payment of any amount due in connection with said Business except as disclosed or assumed herein. No Conflict with Agreements. Neither the execution and delivery of this agreement by Seller nor the consummation of the transactions contemplated hereby will,with or without the giving of notice or the passage of time,or both,conflict with,result in a breach of,accelerate any obligation under,or give rise to a right of termination of, any material agreement of which Seller is a party or by which any of Seller's material assets or properties are bound or affected, or conflict with or violate any judgment, decree, order, statute or other provision of law or rule or regulation of any governmental body binding upon Seller. No Defaults. To the best of Seller's knowledge, no default (or breach which upon the expiration of any applicable grace period would constitute default)exists under any insurance policy, lease, note, agreement, or other contractual obligation of or by which Seller is bound and which would have a material adverse effect of Seller's Business or on the execution of the performance of this agreement by Seller and Purchaser; and Seller's performance hereunder will not result in any breach or acceleration of the maturity of or constitute a default under any such insurance policy, lease, note, agreement, or other obligation, all except as disclosed or assumed herein. No Liti%zation. There are no legal,administrative,arbitration or other proceedings pending against Seller,and there are no governmental investigations or proposed or threatened claims by any party not fully covered by insurance. Seller has substantially complied with and is not in default in any material respect under any laws, ordinances, requirements, engineering standards, regulations or orders concerning or affecting any of the assets to be sold to Purchaser hereunder. To the best of Seller's knowledge, Seller has complied with all applicable federal, state and local laws and regulations relating to the employment of labor,including without limitation,federal,state and local withholding tax laws,federal labor laws,wage and hour laws,discrimination laws or environmental laws or regulations. Seller is not in default with respect to any order, writ, injunction, decree of any court or federal, state,municipal or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, which has resulted or could result in a claim of any nature against the assets being purchased by Purchaser hereunder. Page 4 Taxes. All accrued taxes that were or are due in connection with Seller's Business have been paid or will be paid with proceeds at closing, excluding sales taxes imposed, and other duties or charges levied, assessed or imposed upon Seller's Business, property, income or earnings of whatsoever kind or description. Seller shall pay all taxes not paid at closing on a timely basis, excluding sales tax on the transfer of the assets on Exhibit"A". Operation of Business. Seller has operated and will continue,from and after the date hereof to and including the date of closing,to operate Seller's Business in a normal and customary manner and will continue to serve the customers thereof in Seller's normal and customary manner. Since said date, and from and after the execution of this agreement to and including the date of closing, there have been and will be no changes in the policies or methods of operation of Seller; and all transactions involving Seller's customers, furniture, fixtures, equipment, inventory, supplier lists, name, advertising materials and other assets have been and will be usual and customary in the ordinary course of business. Seller shall not permit the operations of the business to be unreasonably curtailed or suspended between the date hereof and closing date. Com bliance with Law. Seller has complied and will continue,from and after the date hereof to and including the date of closing, to comply with all aspects of applicable law(federal,state and local) in the conduct of the business being sold and purchased hereunder. Survival of Warranties. The covenants,representations,warranties and agreements set forth herein are made as of the date of execution of this agreement, but Seller agrees that by the act of closing the sale and purchase hereunder, the said covenants, representations, warranties and agreements shall be deemed confirmed as of the date of closing, and all such covenants, representations, warranties and agreements shall survive the making of this agreement and the closing. INSURANCE Seller's Insurance. Seller will keep in full force, to and including the date of deliver of Possession to Purchaser of the assets sold hereunder,the present comprehensive insurance coverage on the assets subject to this agreement. If, after this agreement has been executed, any part of such property is destroyed or substantially damaged by any casualty, Purchaser shall have the option of: (a) canceling this agreement in its entirety pursuant to the terms hereof; or (b) carrying out this agreement in its entirety by giving written notice as provided for herein to Seller of the exercise of such option,in which event Purchaser shall be entitled to the proceeds of any insurance on any assets subject to this agreement so damaged. INDEMNITY Seller's Indemnity. Seller will indemnify and save and hold Purchaser harmless from and against any and all claims, demands, causes of action, liability and loss of every kind and nature whatsoever,together with all costs and expenses whatsoever,relating to or resulting or arising from the business, debts or liabilities of Seller incurred prior to closing, and any damage or deficiency resulting from any misrepresentation,breach of warranty,or nonfulfillment of any agreement on the part of Seller under this agreement, or from any misrepresentation in or omission from this agreement or any certificate or other instrument furnished or to be furnished to Purchaser hereunder; and all actions, suits, proceedings, demands, assessments,judgments, costs and expenses incident to any of the foregoing. Page 5 Purchaser's Indemnity. Purchaser will indemnify and save and hold Seller harmless from and against any and all claims,demands,causes of action,liability and loss of every kind and nature whatsoever,together with all costs and expenses whatsoever,relating to or resulting or arising from the business, debts or liabilities of Purchaser incurred following closing, and any damage or deficiencresulting from any misrepresentation, breach of warranty, or nonful y fillment of any agreement on the part of Purchaser under this agreement, or from any misrepresentation in or omission from this agreement or any certificate or other instrument furnished or to be furnished to Seller hereunder; and all actions, suits, proceedings, demands, assessments,judgments, costs and expenses incident to any of the foregoing. NO ASSUMPTION OF LIABILITIES Nothing in this agreement or otherwise shall constitute any agreement on the part of Purchaser to assume any liabilities of any nature of Seller,with the exception of the aforementioned lien on the Freightliner delivery vehicle, and sales tax on the transfer of the assets listed on Exhibit "A"and the fees for the transfer of the titles to the vehicles, which will be assumed by Purchaser. Any liabilities of Seller as of the date of closing shall be the sole and complete responsibility of Seller to pay, and Seller agrees to pay all such liabilities on a timely basis. ACCESS AND INFORMATION Purchaser shall have access to make copies of all books and records, all relevant correspondence, contracts, licenses, applications, and data which are reasonably necessary for Purchaser to operate the business. GENERAL PROVISIONS This agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. Any and all representations, warranties, guarantees, covenants and agreements in this agreement contained herein and made pursuant hereto shall survive the closing hereunder. If any portion of this agreement is found to be of no effect and/or unenforceable,then it shall be deemed stricken and the agreement shall be treated as if such portion did not exist and the remaining provisions shall encompass the total substance of this agreement;provided,however,that if any portion of this agreement is found to be partially enforceable, then it shall be enforceable to that extent. The parties hereby agree that all costs and attorneys' fees required to give effect to the various provisions of this agreement shall be borne by the breaching party. This agreement may be executed in any number of counterparts,all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this agreement by signing any such counterpart. Upon execution of this agreement by all of the parties, albeit on separate counterparts, this agreement shall be deemed to have the same binding effect as if all of the parties had signed a single copy hereof. This is the entire and only agreement between the parties concerning the subject matter Page 6 hereof and it supersedes any and all prior understandings and representations of any kind or nature concerning the subject matter hereof. This agreement can be amended or modified only in writing, executed by all of the parties. The article and section headings appearing in this agreement are inserted only as a matter of convenience and reference and in no way define, limit, construe, modify or describe the scope or intent of the test of this agreement. Wherever the contexts shall require all words in this agreement in the male gender shall be deemed to include the female and neutered gender,also singular words shall include the plural, and all plural words shall include the singular. This agreement shall be governed by and construed in accordance with the laws Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties have caused this agreement to be executed, each with full authority to act, on the 31 S`day of March, 2008. Witness: CRF MECHANICAL,INC. By: Laura J. atter, President "PURCHASER" H. R. CORDELL SONS,INC. By: e Cordell, President "SELLER" Page 7 Schedule A Vehicles& Equipment Freightliner SprinterVIN 1999 Chevrolet 3/4 ton Truck GDCGK24U3XE2558188 69 $32,000 1999 Chevrolet 3500 Van 1GCHG35R1X1092215 $ 8,000.00 $ 3,000.00 1994 Ford E250 Van 1FTFE24Y8RH881449 1995 Ford E250 Van1FTHE24HOSHA56749 $ 1,500.00 $ 1,500.00 1995 Chevrolet Astro Van 1GCDM19W8SB251746 Green Tilt Trailer SW59453PA $ 2,000.00 2000 Bri-Mar Dump Trailer 43YDC1026YCO06747 $ 1,000.00 $ 3,500.00 1979 Case Backhoe 8977817 1968 Trailmobile Job Trailer D62563 Rigid Pipe Threader $ 1,000.00 Pexto Box& Pan Brake 8- $ 3,000.00 Pexto 36"Shearer $ 4,000.00 Pexto 36"Roller $ 1,000.00 Pittsburgh Seamer $ 1,000.00 Pittsburgh Seamer Hammer $ 1,500.00 Magna Bend $ 400.00 Mytana Power Auger $ 1,500.00 Mytana Small Power Auger $ 3,000.00 Mustang Water Jetter $ 750.00 7.5 kw Generator $ 3,000.00 Pallett Jack $ 1,000.00 Rigid 4 ft. Pipe Wrenches $ 500.00 Rigid 3 ft. Pipe Wrenches $ 300.00 Rigid 4" Threader $ 150.00 Toledo 4"Threader $ 1,000.00 Rigid Pipe Cutters $ 400.00 Rigid Hand Threaders $ 600.00 Torpedo Heater $ 500.00 Freon Reclaimer $ 100.00 Vacuum Pumps $ 300.00 Sewer Rods $ 300.00 Chain Hoist 1/2 ton $ 200.00 Rigid Cast Iron Cutters $ 100.00 Gas Engine Pump 2" $ 300.00 Suction & Dich. Hoses $ 400.00 Refrigerator Carts $ 100.00 Milwaukee Hammerdrill $ 500.00 Core Bits $ 400.00 Pump Puller $ 300.00 Rigid Pipe Vises $ 500.00 Stihl Saw $ 400.00 Furnace Cleaners $ 400.00 Test Equipment $ 200.00 Ladders $ 800.00 Chains $ 400.00 Drill Press $ 200.00 Grinder $ 150.00 $ 50.00 Shelving Computers $ 500.00 Office Desk $ 2,000.00 Office Chairs $ 1,000.00 Scaffolding $ 300.00 Craftsman Air Compressor $ 500.00 Other Pexto Metal Tools $ 200.00 Subtotal of Vehicles& Equipment $ 500.00 $88,200 r ' 1 Bryant#550ANX030 A/C Cond. $ 1,200.00 1 Bryant#550ANX024 A/C Cond. $ 1,040.00 1 Bryant#598BNX060 A/C Cond. $ 2,325.00 22 Ignition Transforms 500' 8" Flex Duct $ 660.00 500' 6" Flex Duct $ 310.00 3 Pump Tanks $ 260.00 5 Toto Drake Commodes $ 570.00 6 Toto Carusoe Commodes $ 950.00 1500' 1 Water Right#ASC21044ME (soft) $ 985.00 Pump Wire 1 Furnace Controls $ 585.00 3 2 ft. Bury Yard Hydrants $ 1,500.00 3 3 ft. Bury Yard Hydrants $ 198.00 8 30#Jugs R-22 $ 208.00 3 25#jugs R-410A $ 1,000.00 1 Electrical Circuit Breakers $ 585'00 1 Motor, Furnace Parts-Gondalla $ 750.00 $ 1,200.00 1 Gondolla, each front side of ctr. $ 1,000.00 1 Misc. Supplies on Vans $ 4,500.00 1 Goulds 1/2 hp 2-wire pump $ 333.00 1 Goulds 3/4 hp 2-wire pum 1 Goulds 1 hp 2-wire pump p $ 436.00 1 Goulds 1 hp 2-wire 7gp m um $ 500.00 pump 1 Goulds 1 hp 3-wire pump $ 542.00 2 Franklin 1 h $ 500.00 p pump motors 2 Franklin 3/4 hp pump motors $ 700.00 $ 600.00 1 Franklin 1/2 hp pump motor $ 225.00 1 Gondolla Facing PVC bins 1 Steel &Copper Fittings $ 3,000.00 $ 4,000.00 1 PVC Fittings $ 1,500.00 1 Galvanized Smoke Pipe& Ells $ 1,000.00 1 Galvanized Sheet Metal Duct Ft s 1 Grills, registers, &diffusers g $ 500.00 $ 500.00 1 Franklin Control Boxes $ 250.00 1 Romex Wire 1 Trac Pipe $ 200.00 1 Soft Plastic Pipe $ 500.00 1 S & D Fittings $ 300.00 1 Sheet Metal $ 100.00 1 Misc. Shelf Stuff $ 200.00 1 Spouting& ftgs $ 250.00 Subtotal Inventory $ 250.00 $36,962.00 400 ft. 1/2" L hard copper 100 ft. 3/4" L hard copper $ 476.00 100 ft. 3/4" M hard copper $ 202.00 50 ft. 1 1/8"OD ref. Copper $ 146.00 300 ft. 7/8"OD ref. Copper $ 108.00 200 ft. 3/4"OD ref. Copper $ 993.00 150 ft. 3/8"OD ref. Copper $ 328.00 150 ft. 1/2"OD ref. Copper $ 202.50 150 ft. 3/8"OD ref. Copper $ 117.00 150 ft. 1/4"OD ref. Copper $ 91.50 180 ft. 1/4"L soft copper $ 66.00 10 ft. 4"blk steel pipe $ 133.20 21 ft. 2 1/2" blk steel pipe $ 84.00 84 ft. 2"blk steelPiPe $ 130.00 63 ft. 2"galv. Steel pipe $ 315.00$ 446.00 105 ft. 1 1/2"gals. Steel pipe 22 ft. 1 1/2" blk steel pipe $ 554.00 105 ft. 1 1/4" blk steel pipe $ 64.25 84 ft. 1 1/4"gals. Steel pipe $ 324.50 147 ft. 1"blk steel pipe $ 348.50 126 ft. 1"galv. Steel pipe $ 285.00$ 351,50 105 ft. 3/4"blk steel pipe $ 138.50 105 ft. 3/4"galv. Steel pipe 105 ft. 1/2"blk steel pipe $ 214.00 105 ft. 1/2"gals. Steel pipe $ 116.50 20 ft. 4" PVC pipe $ 222.50 200 ft. 1 1/4"PVC pipe $ 19.00 200 ft. 1" PVC pipe $ 80.00 200 ft. 3/4" PVC pipe $ 80.00 100 ft. 1/2" PVC pipe $ 48.00 500 ft. 3/4"CPVC pipe $ 17.00 500 ft. 1/2" CPVC pipe $ 245.00 300 ft. 4"S & D solid $ 130.00 100 ft. 4"S & D Pert. $ 213.00 300 ft. 1/2" Pex Red $ 59.00 300 ft. 1/2" Pex Blue $ 99.00 Subtotal Pipe &Tubing $ 99.00 $ 7,546.45 EXHIBIT `B" NOTE $250,000.00 March 31S', 2008 Franklin County, Pennsylvania For Value received,CRFMechanical,Inc., a Pennsylvania corporation having a mailing and notice address of 55 West Street, Newville, Cumberland County, Pennsylvania, (hereinafter called "OBLIGOR")promises to pay to the order of Jerry L. Cordell, having an address of 5173 Bullitt Road, Greencastle, Franklin County, Pennsylvania, (hereinafter called "OBLIGEE"), his heirs, personal representatives, successors or assigns, in lawful money of the United States of America, the sum of Two Hundred Fifty Thousand($250,000.00)Dollars and any additional moneys loaned or advanced by any holder hereof as hereinafter provided, as follows: $250,000.00 with interest at the rate of 5.5%per annum on the unpaid balance until paid,said principal sum and interest to be paid in monthly installments of$3,593.00, commencing on the 1 S`day of May,2008,and on the V day of each month thereafter until the principal and interest are fully paid, except that the final payment of principal and interest, if not sooner paid, shall be due and payable on the 1 S`day of April,2015, with the privilege to the Obligor, at Obligor's option,to pay the debt in whole or in part on any date prior to maturity. In the event any payment provided for herein shall become overdue, the Obligor agrees to pay a late charge in an amount not exceeding ten per cent (10%) of any such overdue payment as compensation for the additional service resulting from the default;all payments to be made at 5173 Bullitt Road, Greencastle,Pennsylvania 17225, or elsewhere as shall be directed by any holder hereof. In case default be made for the space of thirty (30) days in the payment of any installment of principal,or interest, or in the performance by the Obligor of any of the other obligations of this Note,the entire unpaid balance of the principal debt,additional loans or advances and all other sums paid by any holder hereof to or on behalf of the Obligor pursuant to the terms of this Note,together with unpaid interest thereon, shall at the option of the holder, and with five business days advance notice to Obligor,become immediately due and payable,and one or more executions may forthwith issue on any judgments obtained by virtue hereof; and no failure on the part of any holder hereof to exercise any of the rights hereunder shall be deemed a waiver of any such rights or of any default hereunder. The Obligor hereby empowers any attorney of any court of record within the United States of America or elsewhere to appear for the Obligor and, with or without complaint filed, confess judgment,or a series of judgments,against the Obligor in favor of any holder hereof,as of any term, for the unpaid balance of the principal debt,additional loans or advances and all other sums paid by the holder hereof to or on behalf of the Obligor pursuant to the terms of this Note, together with unpaid interest thereon, costs of suit and an attorney's commission for collection of five per cent (5%)of the total indebtedness, or$500.00, whichever is greater, on which judgment or judgments one or more executions may issue forthwith upon failure to comply with any of the terms and conditions of this Note. This obligation shall bind the Obligor and the Obligor's successors and assigns, and the benefits hereof shall inure to the Obligee hereof and its successors and assigns. Witness the due execution hereof the day and year first above written. Witness: CRF MECHANICAL, INC. 7` By: —Cf� Laura fitter, President "PURCHASER" This document has been prepared by Paul T. Schemel, Esq., of Dick,Stein,Schemel, Wine&Frey, LLP, 13 West Main St.,Ste. 210, Waynesboro, PA, 17268. EXHIBIT °°C" eR y ' NOTE $50,000.00 March 31S`, 2008 Franklin County, Pennsylvania For Value received,CRFMechanical,Inc., a Pennsylvania corporation having a mailing and notice address of 55 West Street, Newville, Cumberland County, Pennsylvania, (hereinafter called "OBLIGOR")promises to pay to the order of Jerry L. Cordell, having an address of 5173 Bullitt Road, Greencastle, Franklin County, Pennsylvania, (hereinafter called "OBLIGEE"), his heirs, personal representatives, successors or assigns, in lawful money of the United States of America, the sum of Fifty Thousand($50,000.00)Dollars and any additional moneys loaned or advanced by any holder hereof as hereinafter provided, as follows: $50,000.00,with no interest,which,if not sooner paid,shall be due in full on March 30`'', 2011, with the privilege to the Obligor, at Obligor's option, to pay the debt in whole or in part on any date prior to maturity. In the event any payment provided for herein shall become overdue, the Obligor agrees to pay a late charge in an amount not exceeding ten per cent (10%) of any such overdue payment as compensation for the additional service resulting from the default;all payments to be made at 5173 Bullitt Road, Greencastle, Pennsylvania 17225, or elsewhere as shall be directed by any holder hereof. In case default be made for the space of thirty (30)days in the payment of any installment of principal, or interest, or in the performance by the Obligor of any of the other obligations of this Note,the entire unpaid balance of the principal debt,additional loans or advances and all other sums paid by any holder hereof to or on behalf of the Obligor pursuant to the terms of this Note,together with unpaid interest thereon, shall at the option of the holder, and with five business days advance notice to Obligor,become immediately due and payable,and one or more executions may forthwith issue on any judgments obtained by virtue hereof, and no failure on the part of any holder hereof to exercise any of the rights hereunder shall be deemed a waiver of any such rights or of any default hereunder. The Obligor hereby empowers any attorney of any court of record within the United States of America or elsewhere to appear for the Obligor and, with or without complaint filed, confess judgment,or a series of judgments,against the Obligor in favor of any holder hereof,as of any term, for the unpaid balance of the principal debt,additional loans or advances and all other sums paid by the holder hereof to or on behalf of the Obligor pursuant to the terms of this Note, together with unpaid interest thereon, costs of suit and an attorney's commission for collection of ten per cent (10%)of the total indebtedness,or$500.00,whichever is greater,on which judgment or judgments one or more executions may issue forthwith upon failure to comply with any of the terms and conditions of this Note. €' This obligation shall bind the Obligor and the Obligor's successors benefits hereof shall inure to the Obligee hereof and its successors and asrnsnd assigns, and the g Witness the due execution hereof the day and year first above written. Witness: CRF MECHANICAL, INC. Laura J. itter, President "PURCHASER" This document has been prepared by Paul T. Schemel, Esq„ of Dick, Stein,Schemel, Wine&Frey, LLP, 13 West Main St.,Ste. 210, Waynesboro, PA, 17268 EXHIBTT "D" GUARANTY AND SURETY AGREEMENT For Value Received and intending to be legally bound,CRF Mechanical, LLC,does hereby unconditionally guarantee and become surety for the due and punctual payment of each installment of principal of and interest on the Three Year Note and Seven year Note attached hereto as and when each said installment shall respectively become due and payable in accordance with the terms thereof, whether at maturity or by declaration, acceleration or otherwise, as well as all additional loans or advances and all other sums paid by any holder of said Notes to or on behalf of the maker thereof pursuant to the terms of said Notes. The Undersigned company hereby waives any presentment for payment, notice of nonpayment, demand or protest, declares that this obligation is absolute and unconditional, and agrees that it shall not be released by any extension of time for payment or by any other matter or thing whatsoever whereby the Undersigned company as absolute guarantors and sureties otherwise would or might be released. In case default be made under the terms of the Three Year Note or Seven Year Note attached hereto,the Undersigned company,hereby empowers any attorney of any court of record within the United States of America or elsewhere to appear for the Undersigned company and,with or without complaint filed, confess judgment, or a series of judgments, against the Undersigned company in favor of any holder thereof, as of any term, for the unpaid balance of the principal debt, additional loans or advances and all other sums paid by any holder thereof to or on behalf of the maker of said Notes pursuant to the terms thereof, together with interest set forth therein, costs of suit and an attorney's commission for collection of ten (10%) percent of the total indebtedness or $500.00, whichever is the larger amount,on which judgment or judgments one or more executions may issue forthwith. The Undersigned company hereby forever waives and releases all errors in said proceedings,waive stay of execution,the right of inquisition and extension of time of payment,agree to condemnation of any property levied upon by virtue of any such execution, and waive all exemptions from levy and sale of any property that now is or hereafter may be exempted by law. These presents shall bind the Undersigned company the Undersigneds' successors and assigns,and the benefits hereof shall inure to the payee of said Notes, and his successors,heirs and assigns. Witness the due execution hereof this 31"day of March, 2008. CRF MECHANICAL,LLC Witnesse y: ......... ..,... .... /yltiC �, (SEAL) Donald Witter, Member W-'t (SEAL) aura J. 'Witter, Member EXHIBTT "E" r r File Number: 2008040307791 Date Filed: 04/03/2008 08:30 AM Pedro A.Cortes Secretary of the Commonwealth UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS front and back CAREFULLY A.NAME 8 PHONE OF CONTACT AT FILER(optlonall B.SEND ACKNOWLEDGMENT TO: (Name and Address) —( 1 H.R. Cordell, Sons, Inc. f Commonwealth of Pennsylvania c/o Gerald L. Cordell UCC1 Initial Filing 6 Page(s) Bullitt Road Gree I�IIIIIIIIIIII IIIIIII! Greencastle,PA 17225_ I IIIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIII IIII I L T0809465194 1.D E BTOR'S EXACT FULL LEGAL NAME-insert only=debtor name(1 a or 1 b)-do not abbreviate orcombine names 1 a.ORGANIZATION'S NAME CRF Mechanical,Inc. OR 16.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX _ 1c.MAILINGADDRESS CITY STATE POSTAL CODE COUNTRY 55 West Street Newville PA 17241 USA td.SFr:INSTRUCTIONS ADO'L INFO RE 1e.TYPE OF ORGANIZATION 1f.JURISDICTION OF ORGANIZATION 1g.ORGANIZATIONAL 10 If,if any ORGANIZATIONPA-3797632 NONE DEBTOR corporation Pennsylvania 2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME•Insert only gpadebtor name(29 or 2b)-do not abbreviate or combine names 2a.ORGANIZATION'S NAME CRF Mechanical, LLC OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 55 West Street Newville PA, 17241 USA 2d.,SEF.IN,STRUC ADO'L INFO RE 12a.TYPE OF ORGANIZATION 2f.JURISDICTIONOF ORGANIZATION 2g.ORGANIZATIONAL 10 tl,if any ORGANIZATION DEBTOR y LLC Pennsylvania PA-312955 nNONE 3.S EC UR ED PARTY'S NAME(or NAME cf TOTAL ASSIGNEE of ASSIGNOR S/P)-Inserton ly=secured party name(3a or 3b) 3a.ORGANIZATION'S NAME OR 3b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX ' Cordell Gerald L. 3c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 5173 Bullitt Road Greencastle PA 17225 USA 4.This FINANCING STATEMENT covers the following collateral: The personal property and assets of the corporation CRF Mechanical,Inc. which are identified on the attached Exhibit"A" which is attached hereto and incorporated as part of this document. Y The personal property and assets of the limited liability company, CRF Mechanical, LLC, which are identified on the attached Exhibit "B" which is attached hereto and incorporated as part of this document. 5.ALTERNATIVE DESIGNATION if a licable: LESSEEILESSOR CONSIGNEE/CONSIGNOR BAILEE/BAILOR SELLERIBUYER AG.LIEN NON•UCC FILING NANC G S M is to a filed or record](or recorded)In If a K�AL icahl eck to QUEST 5 A CH ORT(tl na Dehtor s) All Debtors Debtor 1 Debtor 2 a.OPTIONAL FILER REFERENCE DATA FILING OFFICE COPY—UCC FINANCING STATEMENT(FORM UCCt) (REV. 05/22/02) l Schedule A Vehicles& Equipment VIN Freightliner Sprinter WDPPD844865888869 $32,000 1999 Chevrolet 3/4 ton Truck 1 GCGK24U3XE255188 $ 8,000.00 1999 Chevrolet 3500 Van 1GCHG35R1X1092215 $ 3,000.00 1994 Ford E250 Van 1FTFE24Y8RHB81449 $ 1,500.00 1995 Ford E250 Van 1FTHE24HOSHA56749 $ 1,500.00 1995 Chevrolet Astro Van 1GCDM19W8SB251746 $ 2,000.00 Green Tilt Trailer SW59453PA $ 1,000.00 2000 Bri-Mar Dump Trailer 43YDC1026YCO06747 $ 3,500.00 1979 Case Backhoe 8977817 1968 Trailmobile Job Trailer D62563 $ 1,000.00 Rigid Pipe Threader $ 3,000.00 Pexto Box&Pan Brake 8' $ 4,000.00 Pexto 36"Shearer $ 1,000.00 Pexto 36" Roller $ 1,000.00 Pittsburgh Seamer $ 1,500.00 Pittsburgh Seamer Hammer $ 400.00 Magna Bend $ 1,500.00 Mytana Power Auger $ 3,000.00 Mytana Small Power Auger $ 750.00 Mustang Water Jetter $ 3,000.00 7.5 kw Generator $ 1,000.00 Pallett Jack $ 500.00 Rigid 4 ft. Pipe Wrenches $ 300.00 Rigid 3 ft. Pipe Wrenches $ 150.00 Rigid 4"Threader $ 1,000.00 Toledo 4"Threader $ 400.00 Rigid Pipe Cutters $ 600.00 Rigid Hand Threaders $ 500.00 Torpedo Heater $ 100.00 Freon Reclaimer $ 300.00 Vacuum Pumps $ 300.00 Sewer Rods $ 200.00 Chain Hoist 1/2 ton $ 100.00 Rigid Cast Iron Cutters $ 300.00 Gas Engine Pump 2" $ 400.00 Suction & Dich. Hoses $ 100.00 Refrigerator Carts $ 500.00 Milwaukee Hammerdrill $ 400.00 Core Bits $ 300.00 Pump Puller $ 500.00 Rigid Pipe Vises $ 400.00 Stihl Saw $ 400.00 Furnace Cleaners $ 200.00 Test Equipment $ 800.00 Ladders $ 400.00 Chains $ 200.00 Drill Press $ 150.00 Grinder $ 50.00 Shelving $ 500.00 Computers $ 2,000.00 Office Desk $ 1,000.00 Office Chairs $ 300.00 Scaffolding $ 500'.00 Craftsman Air Compressor $ 200.00 Other Pexto Metal Tools $ 500,00 Subtotal of Vehicles & Equipment $88,200 I Bryant#550ANX030 A/C Cond. $ 1,200.00 1 Bryant#550ANX024 A/C Cond. $ 1,040.00 1 Bryant#598BNX060 A/C Cond. $ 2,325.00 22 Ignition Transforms $ 660.00 500' 8" Flex Duct $ 310.00 500' 6"Flex Duct $ 260.00 3 Pump Tanks $ 570.00 5 Toto Drake Commodes $ 950.00 6 Toto Carusoe Commodes $ 750.00 1 Water Right#ASC21044ME(soft) $ 985.00 1500' Pump Wire $ 585.00 1 Furnace Controls $ 1,500.00 3 2 ft. Bury Yard Hydrants $ 198.00 3 3 ft. Bury Yard Hydrants $ 208.00 8 30#Jugs R-22 $ 1,000.00 3 25#jugs R-410A $ 585.00 1 Electrical Circuit Breakers $ 750.00 1 Motor, Furnace Parts-Gondalla $ 1,200.00 1 Gondolla, each front side of ctr. $ 1,000.00 1 Misc. Supplies on Vans $ 4,500.00 1 Goulds 1/2 hp 2-wire pump $ 333.00 1 Goulds 3/4 hp 2-wire pump $ 436.00 1 Goulds 1 hp 2-wire pump $ 500.00 1 Goulds 1 hp 2-wire 7gpm pump $ 542.00 1 Goulds 1 hp 3-wire pump $ 500.00 2 Franklin 1 hp pump motors $ 700.00 2 Franklin 3/4 hp pump motors $ 600.00 1 Franklin 1/2 hp pump motor $ 225.00 1 Gondolla Facing PVC bins $ 3,000.00 1 Steel&Copper Fittings $ 4,000.00 1 PVC Fittings $ 1,500.00 1 Galvanized Smoke Pipe& Ells $ 1,000.00 1 Galvanized Sheet Metal Duct Ftgs $ 500.00 1 Grills, registers, &diffusers $ 500.00 1 Franklin Control Boxes $ 250.00 1 Romex Wire $ 200.00 1 Trac Pipe $ 500.00 1 Soft Plastic Pipe $ 300.00 1 S& D Fittings $ 100.00 1 Sheet Metal $' 200.00 1 Misc. Shelf Stuff $ 250.00 1 Spouting &ftgs $ 250.00 Subtotal Inventory $36,962.00 i Y ■ f S I 400 ft. 1/2"L hard copper $ 476.00 100 ft. 3/4" L hard copper $ 202.00 100 ft. 3/4"M hard copper $ 146.00 50 ft. 1 1/8"OD ref. Copper $ 108.00 300 ft. 7/8"OD ref. Copper $ 993.00 200 ft. 3/4"OD ref. Copper $ 328.00 150 ft. 3/8"OD ref. Copper $ 202.50 150 ft. 1/2"OD ref. Copper $ 117.00 150 ft. 3/8"OD ref. Copper $ 91.50 150 ft. 1/4"OD ref. Copper $ 66.00 180 ft. 1/4"L soft copper $ 133.20 10 ft. 4"blk steel pipe $ 84.00 21 ft. 2 1/2"blk steel pipe $ 130.00 84 ft. 2"blk steel pipe $ 315.00 63 ft. 2"gals. Steel pipe $ 446.00 105 ft. 1 1/2"galv. Steel pipe $ 554.00 22 ft. 1 1/2"blk steel pipe $ 64.25 105 ft. 1 1/4"blk steel pipe $ 324.50 84 ft. 1 1/4"galv. Steel pipe $ 348.50 147 ft. 1"blk steel pipe $ 285.00 126 ft. 1"galv. Steel pipe $ 351.50 105 ft. 3/4" blk steel pipe $ 138.50 105 ft. 3/4"galv. Steel pipe $ 214.00 105 ft. 1/2" blk steel pipe $ 116.50 105 ft. 1/2"galv. Steel pipe $ 222.50 20 ft. 4" PVC pipe $ 19.00 200 ft. 1 1/4"PVC pipe $ 80.00 200 ft. 1" PVC pipe $ 80.00 200 ft. 3/4" PVC pipe $ 48.00 100 ft. 1/2" PVC pipe $ 17.00 500 ft. 3/4"CPVC pipe $ 245.00 500 ft. 1/2"CPVC pipe $ 130.00 300 ft. 4"S& D solid $ 213.00 100 ft. 4"S& D Perf. $ 59.00 300 ft. 1/2"Pex Red $ 99.00 300 ft. 1/2"Pex Blue $ 99.00 Subtotal Pipe&Tubing $ 7,546.45 3:43 PM 03127108 CRF Mechanical,LLC. flied Asset Listing j Ift> mh 27,2006 N 2 horn PurchseeDafle Pumbase DeecriPtjon Cost Blue Book Payo11 Equity 4 ty C:)-= 1962 Ford Box Truck 07/23MOB 1982 Ford Boar Tnrck 1991 Dodge Van 03!10/2001 1991 Dodge Van 1,429.00 $ 1,975.00 19%Ford Bronco 12114=07 1995 Ford&Woo 2,800.00 S = 1,975.00 1998 fuiao# S 3,560.00 �r Dump Trude 10/05/2007 1698# N*Dvap Truck 20,500.00 S 20,500.00 S 24,498.97 dump TMCk $ (3,999,87) 0 2007 Quality Trader IMVS eOD7 2007 Quallty Traller 7.000.00 $ 7,000.00 8 Trailer -1999Do�eVan 01/29120071999Dod eMen $ 7,000.00 9 55689,b0 $ 2,400.00 2.002 Ford F250 Truck 7287/20062002 Ford Trude 18,173.26 $ 13,925,00 $ 13,105.96 � 2,400,00 2003 Ford E 150 Van 0812V2003 2003 Ford Van21,750.42 $ 9,170.00 = 8,067.30S 81104 S 2006 Ford E150 Van 0810132006 2006 Ford Van 22,872.98 S 15,2210.00 1 18.951,11 !,112.70 John Deer Backhoe 10+0512007 John Deer$adrAoe S M731.11) 72,71fi.00 S 72,716.00 S 61,995.35 b 10,720.65 V@n1V®,c Duct Cleaning $ 19,857.41 Equor's rt 3!2912005 S 6.678.72 VAdw teak Detection man►► 617/007 $ 2,029-90 Ladder Racks 8 Tool Bins in Vans R Trude Scaffolding 2J212008 $ 1,198.76 - G�q 5 9,907.38 .n k W ME Q M o- U� 00 O O N N CJ R7 I� E Page t o1 1 EXHIBIT "F" Christopher E. Rice, Esquire Seth T. Mosebey, Esquire Attorney I.D. Nos. 90916 and 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff GERALD L. CORDELL, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 2014 - 726 CIVIL TERM CRF MECHANICAL, INC., and CRF MECHANICAL, LLC, Defendants TO: CRF MECHANICAL, INC. NOTICE OF ENTRY OF DEFAULT JUDGMENT You are hereby notified that on the Aa-k day of April,2014,the following Judgment was entered against you in the above-captioned action:judgment in the amount of$237,168.99, plus interest from February 1, 2014, at the rate of$23.17 per day until the debt is paid in full for failure to file an Answer to Plaintiffs Complaint. Date: PrA)--- ot btary I hereby certify that the name and address of the proper person to receive this notice under Pa. R. Civ. P. 236 is: CRF Mechanical, Inc. 25 Reese Street Shippensburg, PA 17257 i 1 . s Christopher E. Rice, Esquire Seth T. Mosebey, Esquire Attorney I.D. Nos. 90916 and 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff GERALD L. CORDELL, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 2014 - 726 CIVIL TERM CRF MECHANICAL, INC., and CRF MECHANICAL, LLC, Defendants TO: CRF MECHANICAL, LLC NOTICE OF ENTRY OF DEFAULT JUDGMENT You are hereby notified that on the day of April,2014,the following Judgment was entered against you in the above-captioned action:judgment in the amount of$237,168.99, plus interest from February 1, 2014, at the rate of$23.17 per day until the debt is paid in full for failure to file an Answer to Plaintiffs Complaint. Date: Prothonotary I hereby certify that the name and address of the proper person to receive this notice under Pa. R. Civ. P. 236 is: CRF Mechanical, LLC 25 Reese Street Shippensburg, PA 17257 41 VERIFICATION The foregoing Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of the document is that of counsel and not my own. I have read the document and to the extent that it is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the document is that of counsel, I have relied upon counsel in making this verification. This statement and verification are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities, which provides that if I make knowingly false averments, I may be subject to criminal penalties. Gerald L. Cordell e VERIFICATION I, Gerald L. Cordell, President of H.R. Cordell Sons, Inc., acknowledge that I have the authority to execute this Verification on behalf of H.R. Cordell Sons, Inc., and certify that the foregoing Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of this document is that of counsel and not my own. I have read the document and to the extent the Complaint is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent the content of the Complaint is that of counsel, I have relied upon counsel in making this Verification. This statement and Verification are made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities, which provides that if I knowingly make false averments, I may be subject to criminal penalties. H.R. CORDELL SONS, INC. By Gerald L. Cordell, President Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY ilfr RJT r Pt-{rs 01 Lrluribrr/c)h ,Noy b 2014 DEC—if AN 9: 57 CUMBERLAND COUNTY PENNSYLVANIA OF,FiCE pF THE & RIFF Gerald Lance Cordell (et al.) vs. CRF Mechanical, Inc. (et al.) Case Number 2014-6695 SHERIFF'S RETURN OF SERVICE 12/01/2014 06:10 PM - Deputy William Cline, being duly sworn according to law, served the requested Complaint & Notice by handing a true copy to a person representing themselves to be Donald Witter, Husband, who accepted as "Adult Person in Charge" for Laura J. Witter at 25 Reese Street, P- n Township, Shippensburg, PA 17257. ILLIAM CLINE, DEPUTY 12/01/2014 06:10 PM - Deputy William Cline, being duly sworn according to law, served the requested Complaint & Notice by handing a true copy to a person representing themselves to be Donald Witter, Owner, who accepted as "Adult Person in Charge" for CRF Mechanical, Inc. at 25 Reese Street, Penn Township, Shippensburg, PA 17257. 12/01/2014 06:10 PM - Deputy William Cline, being duly sworn according to law, served the requested Complaint & Notice by handing a true copy to a person representing themselves to be Donald Witter, Owner, who accepted as "Adult Person in Charge" for CRF Mechanical, LLC at 25 Reese Rd, Newville, PA 17241. WI'A1A CLINE, DEPUTY 12/01/2014 06:10 PM - Deputy William Cline, being duly sworn according to law, served the requested Complaint & Notice by "personally" handing a true copy to a person representing themselves to be the Defendant, to wit: Donald Witter at 25 Reese Road, Penn Township, Shippensburg, PA 17257. WILLIAM CLINE, DEPUTY SHERIFF COST: $99.09 SO ANSWERS, December 03, 2014 (c) CountySuite Sheriff, Teteosoft, Inc. GERALD L. CORDELL and H.R. CORDELL SONS, INC., Plaintiffs v. CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants C1,1 113cItiLN:NL' C OWa PENNSYLVANIA : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : No. 2014-6695 CIVIL TERM NOTICE TO PLEAD To: GERALD L. CORDELL and H.R. CORDELL SONS, INC. do Christopher E. Rice, Esq. Seth T. Mosebey, Esq. Martson Law Offices 10 East High Street Carlisle, PA 17013 YOU ARE HEREBY DIRECTED TO PLEAD TO THE ATTACHED PRELIMINARY OBJECTIONS WITHIN TWENTY (20) DAYS OF SERVICE THEREOF, OR A DEFAULT JUDGMENT MAY BE ENTERED AGAINST YOU. Date: la, -aa- IN Bret P. S affer, Esquire Attorney ID No. 309180 19 West South Street Carlisle, Pennsylvania 17013 Attorney for Laura J. Witter and Donald R. Witter GERALD L. CORDELL and H.R. CORDELL SONS, INC., Plaintiffs v. CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : No. 2014-6695 CIVIL TERM PRELIMINARY OBJECTIONS OF LAURA J. WITTER AND DONALD R. WITTER AND NOW, come the Defendants Laura J. Witter and Donald R. Witter ("Witters"), by and through their attorneys, Baric Scherer LLC, and file the within Preliminary Objections, setting forth the following in support thereof: I. INSUFFICIENT SPECIFICITY IN A PLEADING—COUNTS I, II AND III 1. Pa.R.C.P. 1028(a)(3) provides that preliminary objections may be filed where there is insufficient specificity in a pleading. 2. Plaintiffs aver that the Witters are officers, shareholders, employees and agents of both Defendant CRF Mechanical, Inc. (Compl. ¶ 8) and Defendant CRF Mechanical, LLC (Compl. ¶ 9). 3. Plaintiffs aver that several business transactions occurred between Defendant CRF Mechanical, Inc. and each H.R. Cordell Sons, Inc. (Compl. IN 10-12) and Gerald L. Cordell (Compl. ¶¶ 13-15). 4. Plaintiffs also aver that Defendant CRF Mechanical, LLC executed a Guaranty and Surety Agreement in favor of Gerald L. Cordell (Compl. ¶ 16). 5. Plaintiffs aver that Defendant CRF Mechanical, Inc. knowingly transferred property subject to a UCC Financing Statement without authorization from Plaintiff H.R. Cordell Sons, Inc. and without receiving fair consideration (Compl. ¶¶ 24-25). 6. Plaintiffs aver that the Witters were the alter egos of CRF Mechanical, Inc., managed its affairs without regard to its separate existence and used the business to commit a fraud against Plaintiffs to deprive Plaintiffs of money contractually due (Compl. ¶¶ 27, 29-31, 33). 7. Despite the title of Count I, it seems that the cause of action intended by Plaintiffs is fraud. 8. Assuming as much, each Count of Plaintiffs' Complaint has at its core a claim of fraud, and Plaintiffs have not pleaded with sufficient specificity facts to support claims of fraud as to the Witters personally. 9. Plaintiffs have not pleaded with sufficient specificity facts supporting the averment that the Witters "conducted, managed, and controlled" CRF Mechanical, Inc. "without regard to [its] separate existence." (Compl. 1129). 10. Plaintiffs have not pleaded with sufficient specificity facts supporting the averment that the Witters "utilized the assets of CRF Mechanical, Inc., for their personal benefit." (Compl. 1132). 11. In Count III, Plaintiffs quote 12 Pa.C.S.A. § 5104(a)(1) in support of a claim against the Witters for fraud; however, that provision specifically requires a transfer by a "debtor," and Plaintiffs have not averred with sufficient specificity how the Witters are themselves debtors of the Plaintiffs. 12. A "debtor," as defined at 12 Pa.C.S.A. § 5101(b), is a "person who is liable on a claim." 13. Plaintiffs have not averred that the Witters were personally a part of any of the transactions with Plaintiffs. 14. Plaintiffs' only averments in support of piercing the corporate veil or finding alter ego liability are the bald assertions that the Witters used business assets for their personal benefit (Compl. ¶ 32) and that CRF Mechanical, Inc. was undercapitalized (Compl. ¶ 34). 15. As to each Count in the Complaint, Plaintiffs do not substantiate their claims with any averment as to how or why it is averred that the Witters used the assets at issue for their personal benefit and that the business was undercapitalized. 16. Plaintiffs do not specify how the purported transfer of assets or undercapitalization was done with the intent to commit a fraud against either Plaintiff. 17. Plaintiffs have not set forth in the Complaint an explanation as to why Complaint Exhibit E, the UCC Financing Statement, includes language creating a security interest in the property of CRF Mechanical, LLC, when the Agreement contained at Complaint Exhibit A only allows a secured interest in property previously listed on what the Agreement terms "Schedule A." 18. Complaint Exhibit A, the Agreement, states that the Seller is H.R. Cordell Sons, Inc. and that a UCC -1 Agreement shall be delivered to Seller; it is unclear from the Complaint why Gerald L. Cordell is a plaintiff to the action against the Witters personally, as it appears he has no personal interest in the property purportedly serving as security. 19. Likewise, it is unclear from the pleading what role, if any, Defendant CRF Mechanical, LLC played in the alleged actions of the Witters, as the pleading does not demonstrate CRF Mechanical, LLC's role with any of the property purportedly serving as security. WHEREFORE, Defendants Laura J. Witter and Donald R. Witter respectfully request this Honorable Court dismiss the Complaint against the Witters in its entirety or provide such other relief as is appropriate. II. FAILURE OF A PLEADING TO CONFORM TO LAW OR RULE OF COURT—COUNTS I, II AND III 20. Paragraphs 1 through 19, as set forth above, are hereby incorporated by reference as though set forth fully herein. 21. Pa.R.C.P. 1028(a)(2) provides that preliminary objections may be filed where a pleading fails to conform to law or rule of court. 22. Pa.R.C.P. 1019(b) provides that averments of fraud shall be averred with particularity. 23. Each Count of Plaintiffs' Complaint has at its core a claim of fraud, and Plaintiffs have not averred with particularity facts to show that the Witters acted personally, as opposed to officially for either business entity, to commit fraud. 24. Pa.R.C.P. 1019(0 provides that averments of time, place and items of special damage shall be specifically stated. 25. Plaintiffs have not pleaded a specific amount of damages, simply stating that the damages exceed the arbitration amount. 26. Plaintiffs have not pleaded what amounts Plaintiffs believe are due and owing under the terms of the various transactions as to the Witters personally. 27. Plaintiffs have not pleaded what they believe the value of the purported security interest is, given that the items set forth in the UCC Financing Statement may have been otherwise encumbered, have depreciated or were expectantly sold off as inventory in the normal course of business. WHEREFORE, Defendants Laura J. Witter and Donald R. Witter respectfully request this Honorable Court dismiss the Complaint against the Witters in its entirety or provide such other relief as is appropriate. III. LEGAL INSUFFICIENCY OF A PLEADING—COUNTS I, II AND III FRAUD 28. Paragraphs 1 through 27, as set forth above, are hereby incorporated by reference as though set forth fully herein. 29. Pa.R.C.P. 1028(a)(4) provides that preliminary objections may be filed where there is legal insufficiency of a pleading. 30. Each Count of Plaintiffs' Complaint has at its core a claim of fraud, and Plaintiffs have not pleaded the requisite elements of fraud to support their claims. WHEREFORE, Defendants Laura J. Witter and Donald R. Witter respectfully request this Honorable Court dismiss the Complaint against the Witters in its entirety or provide such other relief as is appropriate. IV. LEGAL INSUFFICIENCY OF A PLEADING—COUNTS I, II AND III ECONOMIC LOSS DOCTRINE 31. Paragraphs 1 through 30, as set forth above, are hereby incorporated by reference as though set forth fully herein. 32. The economic loss doctrine prevents Plaintiffs from recovering against the Witters personally as to each cause of action averred, as Plaintiffs do not allege that they suffered any physical harm to their persons or property. WHEREFORE, Defendants Laura J. Witter and Donald R. Witter respectfully request this Honorable Court dismiss the Complaint against the Witters in its entirety or provide such other relief as is appropriate. V. LEGAL INSUFFICIENCY OF A PLEADING—COUNT III PENNSYLVANIA UNIFORM FRAUDULENT TRANSFERS ACT 33. Paragraphs 1 through 32, as set forth above, are hereby incorporated by reference as though set forth fully herein. 34. Under Count III, Plaintiffs have not pleaded facts to establish that the Witters are debtors, as defined at 12 Pa.C.S.A. § 5101(b), and that they engaged in any of the subject transactions in a personal capacity. 35. As a matter of law, the Witters are not debtors, as defined at 12 Pa.C.S.A. § 5101(b). WHEREFORE, Defendants Laura J. Witter and Donald R. Witter respectfully request this Honorable Court dismiss Count III of the Complaint against the Witters or provide such other relief as is appropriate. VI. LEGAL INSUFFICIENCY OF A PLEADING AND LACK OF CAPCITY TO SUE AS TO PLAINTIFF GERALD L. CORDELL—COUNTS I , II AND III 36. Paragraphs 1 through 35, as set forth above, are hereby incorporated by reference as though set forth fully herein. 37. Pa.R.C.P. 1028(a)(5) provides that preliminary objections may be filed where there exists a lack of capacity for a party to sue. 38. Plaintiffs have not pleaded a legal reason why Gerald L. Cordell is a party to this case against the Witters personally, given that the purported security agreement concerns only H.R. Cordell, Sons, Inc. WHEREFORE, Defendants Laura J. Witter and Donald R. Witter respectfully request this Honorable Court dismiss Plaintiff Gerald L. Cordell as a party to the Complaint against the Witters or provide such other relief as is appropriate. VII. LEGAL INSUFFICIENCY OF A PLEADING—COUNTS I, II AND III GIST OF THE ACTION DOCTRINE 39. Paragraphs 1 through 38, as set forth above, are hereby incorporated by reference as though set forth fully herein. 40. Alternatively, the claims set forth in the Complaint arise from contracts between the parties and concern purported duties grounded in the contracts themselves. 41. Plaintiffs' Complaint sets forth claims, the purported liability for which could be determined in a breach of contract action. 42. Each of Plaintiffs' claims against the Witters is precluded by the gist of the action doctrine. WHEREFORE, Defendants Laura J. Witter and Donald R. Witter respectfully request this Honorable Court dismiss the Complaint against the Witters in its entirety or provide such other relief as is appropriate. Date: 12- 2 L -1q Respectfully submitted, BARIC SCHERER LLC 1;°3 Bret P. haffer, Esquire Attorney ID No. 309180 19 W. South Street Carlisle, PA 17013 (717) 249-6873 (717) 249-5755 Fax bshaffer@baricscherer.com Attorney for Defendants Laura 1 Witter and Donald R. Witter GERALD L. CORDELL and H.R. CORDELL SONS, INC., Plaintiffs v. CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : No. 2014-6695 CIVIL TERM CERTIFICATE OF SERVICE I, Bret P. Shaffer, Esquire, hereby certify that on December 22, 2014, I served a copy of the foregoing Preliminary Objections of Laura J. Witter and Donald R. Witter by U.S. First -Class Regular Mail, postage prepaid, upon the following: Date: lc( Christopher E. Rice, Esq. Seth T. Mosebey, Esq. 10 E. High Street Carlisle, PA 17013 Bret P. Shaffer, Esquire Attorney ID No. 309180 19 W. South Street Carlisle, PA 17013 (717) 249-6873 (717) 249-5755 Fax bshaffer@baricscherer.com GERALD L. CORDELL and H.R. CORDELL SONS, INC., Plaintiffs V. CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants H +1- j KiF99 DEC 22 PM 3• V CUMBERLAND CCJN i PENNSYLVANIA : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : No. 2014-6695 CIVIL TERM ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter my appearance on behalf of Laura J. Witter and Donald R. Witter in the above -captioned case. Date: /2 -z2 -/y Respectfully submitted, BARIC SCHERER LLC Bret P. Shaffer, Esquire Attorney ID No. 309180 19 W. South Street Carlisle, PA 17013 (717) 249-6873 (717) 249-5755 Fax bshaffer@baricscherer.com Attorney for Defendants Laura J. Witter and Donald R. Witter GERALD L. CORDELL and H.R. CORDELL SONS, INC., Plaintiffs v. CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : No. 2014-6695 CIVIL TERM CERTIFICATE OF SERVICE I, Bret P. Shaffer, Esquire, hereby certify that on December 22, 2014, I served a copy of the foregoing Entry of Appearance by U.S. First -Class Regular Mail, postage prepaid, upon the following: Date: 1 2- Christopher E. Rice, Esq. Seth T. Mosebey, Esq. 10 E. High Street Carlisle, PA 17013 Bet P. haffer, Esquire Attorney ID No. 309180 19 W. South Street Carlisle, PA 17013 (717) 249-6873 (717) 249-5755 Fax bshaffer@baricscherer.com Christopher E. Rice, Esquire Attorney I.D. No. 90916 Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff 23 L5 °' ' -9 PM I?CUNIRE1 [; CCUIJ 1 P E i,:N; Y L'112 -.N1 A GERALD L. CORDELL and H.R. CORDELL SONS, INC., Plaintiffs v. CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2014 - 6695 CIVIL TERM NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiffs. 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 34 South Bedford Street Carlisle, PA 17013 (717) 249-3166 F:\FILES\Clients\I5410 Cordell\ 15410.1. com2.amended l.wpd Christopher E. Rice, Esquire Attorney I.D. No. 90916 Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff GERALD L. CORDELL and H.R. CORDELL SONS, INC., Plaintiffs v. CRF MECHANICAL, INC., CRF MECHANICAL, LLC, LAURA J. WITTER, individually, and DONALD R. WITTER, individually, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2014 - 6695 CIVIL TERM AMENDED COMPLAINT AND NOW, come the Plaintiffs, Gerald L. Cordell and H.R. Cordell Sons, Inc., by and through their attorneys, Martson Law Offices, and file this Amended Complaint against Defendants, CRF Mechanical, Inc., CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter and in support thereof aver as follows: 1. Gerald L. Cordell is an adult individual with an address of 10 Bradi Drive, Carlisle, Pennsylvania. 2. H.R. Cordell Sons, Inc., is a Pennsylvania corporation with an address of 10 Bradi Drive, Carlisle, Pennsylvania. 3. Plaintiff Gerald L. Cordell is the sole shareholder of Plaintiff H.R. Cordell Sons, Inc. 4. Defendant CRF Mechanical, Inc., is a Pennsylvania corporation with a registered address of 55 West Street, Newville, Pennsylvania, and was created on March 20, 2008. 5. Defendant CRF Mechanical, LLC, is a Pennsylvania limited liability company with a registered office address of 135 Foltz Road, Shippensburg, Cumberland County, Pennsylvania. 6. Defendant Laura J. Witter is an adult individual with a last known address of 25 Reese Road, Shippensburg, Pennsylvania. 7. Defendant Donald R. Witter is an adult individual with a last known address of 25 Reese Road, Shippensburg, Pennsylvania. 8. It is believed, and therefore averred, that Defendants Laura J. Witter and Donald R. Witter are officers, sole shareholders, employees and agents of Defendant CRF Mechanical, Inc. 9. It is believed, and therefore averred, that Defendants Laura J. Witter and Donald R. Witter are officers, sole members, employees and agents of Defendant CRF Mechanical, LLC. 10. H.R. Cordell Sons, Inc., was established as a heating and plumbing business in Mercersburg in 1948 by Plaintiff Gerald L. Cordell's father. 11. Plaintiff Gerald L. Cordell owned and operated H.R. Cordell Sons, Inc., until March 31, 2008, when the business was sold to Defendant CRF Mechanical, Inc. 12. The total sale price of the business was $350,000.00, of which $50,000.00 was paid to Plaintiff H.R. Cordell Sons, Inc., at closing and the remaining $300,000.00 was to be paid to Plaintiff Gerald L. Cordell pursuant to two promissory notes. 13. On or about March 31, 2008, Defendant CRF Mechanical, Inc., entered into an Agreement for the Sale and Purchase of Certain Assets Making Up The Heating And Refrigeration Business Known As H.R. Cordell Sons, Inc. (the "Agreement"). A true and correct copy of the Agreement is attached hereto as Exhibit "A" and is incorporated herein by reference. 14. Pursuant to the terms of the Agreement, Defendant CRF Mechanical, Inc., agreed to purchase substantially all of the business assets of Plaintiff H.R. Cordell Sons, Inc., including accounts receivable and customers lists, for a total purchase price of $350,000.00 (the "Purchase Price"). 15. As required by the Agreement, Defendant CRF Mechanical, Inc., paid a total of $50,000.00 to Plaintiff H.R. Cordell Sons, Inc., on or before the date of closing, which was held on March 31, 2008. 16. On or about March 31, 2008, Defendant CRF Mechanical, Inc., entered into a Note with Plaintiff Gerald L. Cordell to borrow $250,000.00 (the "Seven Year Note"), and agreed to make monthly payments in the amount of $3,593.00, and one final payment consisting of the outstanding principal and interest in satisfaction of the principal balance. A true and correct copy of the executed Seven Year Note is attached hereto as Exhibit "B" and is incorporated herein by reference. 17. On or about March 31, 2008, Defendant CRF Mechanical, Inc., entered into a Note with Plaintiff Gerald L. Cordell to borrow $50,000.00 (the "Three Year Note"), and agreed to satisfy the principal balance on or before March 30, 2011. A true and correct copy of the executed Three Year Note is attached hereto as Exhibit "C" and is incorporated herein by reference. 18. On March 31, 2008, Defendant CRF Mechanical, LLC, executed a Guaranty and Surety Agreement (the "Guaranty") unconditionally guaranteeing the payment of each installment of principal and interest due on both the Seven Year Note and Three Year Note. A true and correct copy of the executed Guaranty is attached hereto as Exhibit "D" and is incorporated herein by reference. 19. As security for the Purchase Price, Plaintiff H.R. Cordell Sons, Inc., filed a UCC Financing Statement with the Pennsylvania Department of State on April 3, 2008. A true and correct copy of the UCC Financing Statement is attached hereto as Exhibit "E" and is incorporated herein by reference. 20. As set forth more fully in the UCC Financing Statement, Plaintiff Gerald L. Cordell obtained and perfected a security interest on various business assets that were transferred to Defendant CRF Mechanical, Inc., pursuant to the Agreement. 21. Among the assets that were transferred and encumbered by the UCC Financing Statement were six vehicles, three trailers, two backhoes and specialized equipment. 22. The total value of the equipment, vehicles, and inventory transferred to Defendant CRF Mechanical, Inc., was in excess of $125,000.00. 23. On February 7, 2014, Plaintiff Gerald L. Cordell filed a Complaint against Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, alleging default under the Three Year Note, Seven Year Note, and Guaranty. 24. After Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, failed to respond to the Complaint, a default judgment was entered in favor of Plaintiff Gerald L. Cordell and against Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, in the amount of $237,168.99, plus interest at the rate of $23.17 per day. A true and correct copy of the Notices of Entry of Default Judgment are attached hereto as Exhibit "F" and are incorporated herein by reference. 25. After obtaining a judgment against Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, Plaintiff Gerald L. Cordell served Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, with discovery in aid of execution. • 25. In its answers to Plaintiff Gerald L. Cordell's discovery in aid of execution, Defendant CRF Mechanical, Inc., stated that its personal property and business assets consisted only of HVAC parts and fittings valued at approximately $400.00 to $500.00. 26. In its answers to Plaintiff Gerald L. Cordell's discovery in aid of execution, Defendant CRF Mechanical, Inc., also provided tax returns, which revealed sales of business assets prior to the expiration of Plaintiff H.R. Cordell Sons, Inc.' s UCC Financing Statement. 27. Defendant CRF Mechanical, Inc., acting through its principals and agents, Defendants Laura J. Witter and Donald R. Witter, knowingly, and with intention to prevent or delay Plaintiffs' collection of monies due to them, transferred property subject to the UCC Financing Statement without authorization from Plaintiff H.R. Cordell Sons, Inc. 28. Defendant CRF Mechanical, Inc., acting through its principals and agents, Defendants Laura J. Witter and Donald R. Witter, knowingly, and with the intention to prevent or delay Plaintiffs' collection of monies due to them, transferred property subject to the UCC Financing Statement without receiving fair consideration. 29. In short, Defendant CRF Mechanical, Inc., purchased a viable business that had been in continuous operation since 1948 and received over $125,000.00 worth of vehicles, equipment and inventory on March 31, 2008, and within less than six years had improperly divested CRF Mechanical, Inc., of assets secured to Plaintiff H.R. Cordell Sons, Inc., and was left with approximately $500.00 of assets and a business that was closed. COUNT I - Piercing the Corporate Veil H.R. Cordell Sons, Inc., and Gerald L. Cordell v. Laura J. Witter and Donald R. Witter 30. Plaintiff incorporates by reference the allegations set forth in Paragraphs 1 through 29 as though set forth at length. 31. Defendants Laura J. Witter and Donald R. Witter were, at all relevant times, the principals and alter egos of CRF Mechanical, Inc. 32. Defendants Laura J. Witter and Donald R. Witter organized CRF Mechanical, Inc., under the laws of Pennsylvania. 33. Defendants Laura J. Witter and Donald R. Witter, as the alter egos of CRF Mechanical, Inc., have conducted, managed, and controlled its affairs without regard to the separate existence of CRF Mechanical, Inc., and have used CRF Mechanical, Inc., to deprive Plaintiff of monies that were rightfully due. 34. Defendants Laura J. Witter and Donald R. Witter acted without regard to the separate existence of CRF Mechanical, Inc., by utilizing the funds realized by CRF Mechanical, Inc., from the sale of assets subject to the UCC for their personal benefit and by utilizing their authority and positions within CRF Mechanical, Inc., to prevent or delay Plaintiffs' collection of monies due to them. 35. Defendants Laura J. Witter and Donald R. Witter at all times exercised total control over CRF Mechanical, Inc., to perpetuate a fraud against Plaintiff. 36. Among other things, Defendants Laura J. Witter and Donald R. Witter used CRF Mechanical, Inc., to sell assets secured by a UCC Financing Statement filed in favor of Plaintiff H.R. Cordell Sons, Inc., to avoid payment of obligations due and owing to Plaintiff Gerald L. Cordell. 37. Upon information and belief, Defendants Laura J. Witter and Donald R. Witter utilized the assets of CRF Mechanical, Inc., and CRF Mechanical, LLC, including proceeds from the sale of assets subject to a UCC Financing Statement, for their personal benefit, rather than for the payment of corporate obligations. 38. Upon information and belief, Defendants Laura J. Witter and Donald R. Witter utilized the assets of CRF Mechanical, Inc., to perpetuate a fraud against Plaintiffs. 39. Defendants represented to Plaintiffs that the assets encumbered by the UCC Financing Statement would either be utilized in the operation of Defendant CRF Mechanical, Inc.'s business or that the proceeds from any disposition of the assets encumbered by the UCC Financing Statement would be paid to Plaintiffs. 40. Defendants represented to Plaintiffs that they would endeavor in good faith, through the operation of CRF Mechanical, Inc.'s business, to repay the monies due and owing to Plaintiffs. 41. Defendants made their representations with the intention that Plaintiffs would rely upon the representations and would loan money to Defendants. 42. Plaintiffs justifiably relied upon Defendants' representations and loaned money to Plaintiffs to purchase the business of H.R. Cordell Sons, Inc., including substantially all of its assets. 43. As a result of Defendants' misrepresentations, Plaintiffs have suffered harm, including non-payment of monies due and owing to them. 44. Piercing the corporate veil of CRF Mechanical, Inc., and entering judgment against Defendants Laura J. Witter and Donald R. Witter is necessary to prevent fraud and injustice. t 45. At all relevant times, CRF Mechanical, Inc., was undercapitalized in that it had insufficient assets and income to pay for its liabilities and continue its business operations. 46. Defendants' fraudulent actions occurred between March 31, 2008, and February 7, 2014, and upon information and belief, the fraud began before the sale of the business on March 31, 2008. 47. As a result of Defendants' actions, Plaintiffs have been unable to recover the amount due and owing to them, which was $237,168.99, as of April 4, 2014. WHEREFORE, H.R. Cordell Sons, Inc., and Gerald L. Cordell request that this Court enter judgment against Laura J. Witter and Donald R. Witter, individually, in an amount in excess of $50,000.00, together with attorney's fees, statutory interest and costs of suit. COUNT II - Participation of Controlling Owner in Fraud by Corporate Entity H.R. Cordell Sons, Inc., and Gerald L. Cordell v. Laura J. Witter and Donald R. Witter 48. Plaintiff incorporates by reference the allegations set forth in Paragraphs 1 through 47 as though set forth at length. 49. As set forth more specifically herein, CRF Mechanical, Inc., fraudulently transferred business assets secured by Plaintiffs' UCC Financing Statement to other individuals and entities to avoid satisfying, in whole or in part, debts owed to Plaintiff Gerald L. Cordell. 50. Defendants Laura J. Witter and Donald R. Witter, as the sole shareholders and officers of CRF Mechanical, Inc., substantially participated in CRF Mechanical, Inc.'s tortious acts. 51. Consequently, Defendants Laura J. Witter and Donald R. Witter are liable for the tortious acts of CRF Mechanical, Inc., under a participation theory of corporate liability. WHEREFORE, H.R. Cordell Sons, Inc., and Gerald L. Cordell request that this Court enter judgment against Laura J. Witter and Donald R. Witter, individually, in an amount in excess of $50,000.00, together with attorney's fees, statutory interest and costs of suit. COUNT III - Pennsylvania Uniform Fraudulent Transfers Act H.R. Cordell Sons, Inc., and Gerald L. Cordell v. CRF Mechanical, Inc., CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter 52. Plaintiffs incorporate by reference the allegations set forth in Paragraphs 1 through 51 as though set forth at length. • 53. Due to the personal liability of Defendants Laura J. Witter and Donald R. Witter as set forth herein, Defendants Laura J. Witter and Donald R. Witter are debtors within the meaning of the Pennsylvania Uniform Fraudulent Transfers Act. 54. Under Section 5104 of the Pennsylvania Uniform Fraudulent Transfers Act, "a transfer made ... by a debtor is fraudulent as to a creditor, whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation with actual intent to hinder, delay or defraud any creditor of the debtor." 12 P.S. § 5105(a)(1). 55. By virtue of the Three Year Note, Seven Year Note, Guaranty, and UCC Financing Statement, Plaintiffs are creditor of Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC. 56. Defendants CRF Mechanical, Inc., and CRF Mechanical, LLC, were aware, no later than April 3, 2008, that they were indebted to Plaintiff under the Seven Year Note, Three Year Note, Guaranty and UCC Financing Statement. 57. Despite their knowledge of their indebtedness to Plaintiffs, Defendant CRF Mechanical, Inc., sold or otherwise transferred assets encumbered by the UCC Financing Statement to avoid, hinder, or defraud Plaintiffs. 58. Defendants CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter, despite knowledge of the outstanding obligations owed to Plaintiffs, participated in or acquiesced to the sale or transfer of assets encumbered by the UCC Financing Statement with the intent to hinder, delay, or defraud Plaintiffs. WHEREFORE, H.R. Cordell Sons, Inc., and Gerald L. Cordell request that this Court enter an Order: (a) setting aside all fraudulent conveyances made by CRF Mechanical, Inc.; (b) requiring CRF Mechanical, Inc., CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter to pay to Plaintiffs the sale price or value of the assets transferred, whichever is greater, together with statutory interest and costs of suit; (c) entering judgment against CRF Mechanical, Inc., CRF Mechanical, LLC, Laura J. Witter, and Donald R. Witter in an amount in excess of $50,000.00, together with attorney's fees, statutory interest and costs of suit; and (d) granting such additional relief as may be appropriate. Date: )/9/) MARTSON LAW OFFICES By: -.3 J , 01'11 Christopher E. Rice, Esquir I.D. No. 90916 Seth T. Mosebey, Esquire I.D. No. 203046 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Plaintiff EXHIBIT "A" AGREEMENT FOR THE SALE AND PURCHASE OF CERTAIN ASSETS MAKING UP THE HEATING AND REFRIGERATION BUSINESS KNOWN AS H. R. CORDELL SONS, INC. THIS AGREEMENT made this 31 day of March, 2008, BETWEEN CRF Mechanical Inc., a Pennsylvania corporation having a mailing and notice address of 55 West Street, Newville, Cumberland County, Pennsylvania, hereafter called ------- - "PURCHASER" AND H. R. Cordell Sons, Inc., a Pennsylvania corporation having a mailing and notice address of 232 North Main Street, Mercersburg, Franklin County, Pennsylvania, hereafter called - - "SELLER" WHEREAS, Seller now owns and operates a heating and air-conditioning business known as 1-1. R. Cordell Sons, Inc. or H.R. Cordell & Sons, Inc. (hereinafter called "BUSINESS"), located at 232 North Main Street, Mercersburg, Franklin County, Pennsylvania; and, WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller those assets used by Seller in the operation of said business pursuant to the general terms specifically provided for herein; and, WHEREAS, the parties hereto desire to reduce their understandings, concerning the sale and purchase of the assets listed below, to this writing. NOW, THEREFORE, WITNESSETH, that in consideration of the foregoing premises and of the mutual covenants and promises herein contained, and other good and valuable consideration, the adequacy and receipt of which each party hereby acknowledges, it is hereby agreed as follows: ASSETS SOLD Seller agrees to sell, assign, transfer title to and deliver possession of, and Purchaser agrees to buy, accept title to and take possession of, all on the terms and conditions stated herein, the following assets: all of the equipment, furniture, computers, software, supplies, vehicles, tools, commercial fixtures not constituting part of the real estate, and all other equipment utilized in the operation of the Business listed on Schedule "A" attached hereto; rights to the name, "H. R. Cordell & Sons"; the present telephone number of the Business; the Accounts Receivable of the Business totaling approximately $40,000.00; and the customer list of the Business containing approximately 1,400 named contacts for a total purchase price of Three Hundred Fifty Thousand ($350,000.00) Dollars. Page PURCHASE PRICE The consideration of Three Hundred Fifty Thousand ($350,000.00) Dollars, to be paid by Purchaser to Seller pursuant to this agreement shall be paid as follows: Earnest Deposit, payable to Seller on execution of this agreement of One Hundred ($100.00) Dollars. Closing Payment, to be paid to Seller at closing by cash or cashier's pr certified check equivalent of Forty -Nine Thousand Nine Hundred ($49,900.00) Dollars. Three -Year Note, deliverable to Jerry Cordell, the Seller's sole shareholder, from Purchaser at closing in the amount of Fifty Thousand ($50,000.00) Dollars with no interest. Seller shall accept from Purchaser the Three -Year Note as payment at closing and Seller shall independently account for said Note as payment to Seller within Seller's records. The Purchaser, a Pennsylvania corporation, shall be the Maker of this Note and shall guaranty all payments due under this Note. CRF Mechanical, LLC shall also execute a guaranty security the this Note. Seven -Year Note, deliverable to Jerry Cordell, the Seller's sole shareholder, from Purchaser at closing in the amount of Two Hundred Fifty Thousand ($250,000.00) Dollars at 5.5% interest and with a monthly payment of $3,593.00. Seller shall accept from Purchaser the Seven -Year Note as payment at closing and Seller shall independently account for said Note as payment to Seller within Seller's records. The Purchaser, a Pennsylvania corporation, shall be the Maker of this Note and shall guaranty all payments due under this Note. CRF Mechanical, LLC shall also execute a guaranty security the this Note. CLOSING The sale hereunder shall be closed at the office of Dick, Stein, Schemel, Wine & Frey, LLP, 13 West Main Street, Waynesboro, Pennsylvania, on March 31", 2008, or at such other place and date as may be agreed upon between Seller and Purchaser. All matters undertaken at the closing shall be deemed to occur simultaneously. At the closing hereunder, Seller shall deliver to Purchaser: (A) A Bill of Sale executed by Seller conveying to Purchaser the equipment, furniture, computers, software, supplies, vehicles, tools, commercial fixtures not constituting part of the real estate, and all other equipment utilized in the operation of the Business listed on Schedule "A" attached hereto; rights to the name, "H. R. Cordell & Sons"; the present telephone number of the Business; the Accounts Receivable of the Business totaling approximately $40,000.00; and the customer list of the Business containing approximately 1,400 named contacts. (B) A current listing of accounts payable showing amounts payable by Seller with respect to obligations incurred up to the closing date. Page 2 (C) A fully executed Pennsylvania Corporation Bureau Consent To Use Similar Name form permitting Purchaser to use the name of the Business. (D) Assignment of Accounts Receivable to Purchaser totaling approximately $40,000.00 together with an Accounts Receivable Report. (E) Title to all vehicles conveyed. At the closing hereunder, Purchaser shall deliver to Seller: (A) Cash or cash equivalent (i.e., Note(s)) payable to Seller in the amount of Three Hundred Forty -Nine Thousand Nine Hundred ($349,900.00) Dollars. (B) The Three Year Note executed by the Purchaser as described heretofore. (C) The Seven Year Note executed by the Purchaser as described heretofore. (D) A UCC -1 Agreement pledging the assets set further on Exhibit "A". (F) The guaranty executed by the Purchaser and by CRF Mechanical, LLC, securing the Three Year Note and the Seven Year Note. If this sale and purchase is not closed as provided for herein owing to the failure or neglect of Purchaser to comply with the terms hereof, any amount paid by Purchaser is to be forfeited to Seller, and such forfeiture shall release Purchaser from any liability for the fulfillment of this agreement or the payment of sums due hereunder. Purchaser shall thereby be released and Seller hereby releases Purchaser from any and all liabilities and responsibilities it had or may have under the terms of this agreement, save and except the forfeiture of the earnest deposit. If this sale is not closed as provided for herein owing to the failure or neglect of Seller to comply with the terms hereof, Purchaser may at its option by giving notice in writing to Seller within ten (10) days after the date Purchaser was entitled to have the transactions contemplated hereby closed, (a) cancel this agreement, in which case Seller shall return all money paid to it by Purchaser as earnest deposit or, (b) specifically enforce this agreement, in which case Seller will pay all costs of enforcement as otherwise provided for herein in case of breach. Failing the timely giving of such written notice, Seller shall be relieved from any and all liabilities and responsibilities it had or may have under the terms of this agreement. WARRANTIES AND REPRESENTATIONS Seller's Warranties and Representations. Seller hereby represents, warrants and agrees, as of the date hereof and as of the date of closing hereunder; as follows: Lawful Owner, Marketable Title. Seller is now and will at the date of closing hereunder be the lawful owner of and have good and marketable title to all of the property being sold, transferred or assigned by Seller to Purchaser hereunder; and all of said property will be, at the time of closing, free and clear of any and all liens, charges and encumbrances whatsoever, with the exception of that loan and corresponding lien on the Freightliner delivery vehicle which Purchaser agrees to assume; and Seller has and will have at said time of closing good right, title and authority to sell, transfer and assign the same as aforesaid; and Seller will warrant and defend the same against the lawful claims and demands of all person whomsoever. Page 3 To the best of Seller's knowledge, there are no assets or property, tangible or intangible. used in the normal day-to-day operations of the Business, as conducted by Seller prior to closing, which are owned by an individual or entity other than Seller, excluding incidental items used by any employees of Seller. Assets Sold As Is. All assets to be sold, transferred or assigned hereunder are sold in "as is" condition and repair. Seller has not received a citation to the effect that any of such assets do not comply with any applicable governmental laws or regulations. Payment of Debts. Seller shall pay or cause to be paid, all accrued debts, taxes (excluding sales tax on the transfer of the assets on Schedule "A") and liabilities of Seller as of closing which are or might become a lien or charge against any of the property or the Business to be sold pursuant to this agreement, with the exception of that loan on the Freightliner delivery vehicle, having an outstanding balance of approximately $26,137.79, which Purchaser shall assume. No Breach of Contract. Seller is not now in breach of any agreements or contracts which affect the Business and Seller is not delinquent in the payment of any amount due in connection with said Business except as disclosed or assumed herein. No Conflict with Agreements. Neither the execution and delivery of this agreement by Seller nor the consummation ofthe transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, conflict with, result in a breach of, accelerate any obligation under, or give rise to a right of termination of, any material agreement of which Seller is a party or by which any of Seller's material assets or properties are bound or affected, or conflict with or violate any judgment, decree, order, statute or other provision of law or rule or regulation of any governmental body binding upon Seller. No Defaults. To the best of Seller's knowledge, no default (or breach which upon the expiration of any applicable grace period would constitute default) exists under any insurance policy, lease, note, agreement, or other contractual obligation of or by which Seller is bound and which would have a material adverse effect of Seller's Business or on the execution of the performance of this agreement by Seller and Purchaser; and Seller's performance hereunder will not result in any breach or acceleration of the maturity of or constitute a default under any such insurance policy, lease, note, agreement, or other obligation, all except as disclosed or assumed herein. No Litigation. There are no legal, administrative, arbitration or other proceedings pending against Seller, and there are no governmental investigations or proposed or threatened claims by any party not fully covered by insurance. Seller has substantially complied with and is not in default in any material respect under any laws, ordinances, requirements, engineering standards, regulations or orders concerning or affecting any of the assets to be sold to Purchaser hereunder. To the best of Seller's knowledge, Seller has complied with all applicable federal, state and local laws and regulations relating to the employment of labor, including without limitation, federal, state and local withholding tax laws, federal labor laws, wage and hour laws, discrimination laws or environmental laws or regulations. Seller is not in default with respect to any order, writ, injunction, decree of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, which has resulted or could result in a claim of any nature against the assets being purchased by Purchaser hereunder. Page 4 Taxes. All accrued taxes that were or are due in connection with Seller's Business have been paid or will be paid with proceeds at closing, excluding sales taxes imposed, and other duties or charges levied, assessed or imposed upon Seller's Business, property, income or earnings of whatsoever kind or description. Seller shall pay all taxes not paid at closing on a timely basis, excluding sales tax on the transfer of the assets on Exhibit "A". Operation of Business. Seller has operated and will continue, from and after the date hereof to and including the date of closing, to operate Seller's Business in a normal and customary manner and will continue to serve the customers thereof in Seller's normal and customary manner. Since said date, and from and after the execution of this agreement to and including the date of closing, there have been and will be no changes in the policies or methods of operation of Seller; and all transactions involving Seller's customers, furniture, fixtures, equipment, inventory, supplier lists, name, advertising materials and other assets have been and will be usual and customary in the ordinary course of business. Seller shall not permit the operations of the business to be unreasonably curtailed or suspended between the date hereof and closing date. Compliance with Law. Seller has complied and will continue, from and after the date hereof to and including the date of closing, to comply with all aspects of applicable law (federal, state and local) in the conduct of the business being sold and purchased hereunder. Survival of Warranties. The covenants, representations, warranties and agreements set forth herein are made as of the date of execution of this agreement, but Seller agrees that by the act of closing the sale and purchase hereunder, the said covenants, representations, warranties and agreements shall be deemed confirmed as of the date of closing, and all such covenants, representations, warranties and agreements shall survive the making of this agreement and the closing. INSURANCE Seller's Insurance. Seller will keep in full force, to and including the date of deliver of possession to Purchaser of the assets sold hereunder, the present comprehensive insurance coverage on the assets subject to this agreement. If, after this agreement has been executed, any part of such property is destroyed or substantially damaged by any casualty, Purchaser shall have the option of: (a) canceling this agreement in its entirety pursuant to the terms hereof; or (b) carrying out this agreement in its entirety by giving written notice as provided for herein to Seller of the exercise of such option, in which event Purchaser shall be entitled to the proceeds of any insurance on any assets subject to this agreement so damaged. INDEMNITY Seller's Indemnity. Seller will indemnify and save and hold Purchaser harmless from and against any and all claims, demands, causes of action, liability and loss of every kind and nature whatsoever, together with all costs and expenses whatsoever, relating to or resulting or arising from the business, debts or liabilities of Seller incurred prior to closing, and any damage or deficiency resulting from any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of Seller under this agreement, or from any misrepresentation in or omission from this agreement or any certificate or other instrument furnished or to be furnished to Purchaser hereunder; and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing. Page 5 Purchaser's Indemnity. Purchaser will indemnify and save and hold Seller harmless from and against any and all claims, demands, causes of action, liability and loss of every kind and nature whatsoever, together with all costs and expenses whatsoever, relating to or resulting or arising from the business, debts or liabilities of Purchaser incurred following closing, and any damage or deficiency resulting from any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of Purchaser under this agreement, or from any misrepresentation in or omission from this agreement or any certificate or other instrument furnished or to be furnished to Seller hereunder; and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing. NO ASSUMPTION OF LIABILITIES Nothing in this agreement or otherwise shall constitute any agreement on the part of Purchaser to assume any liabilities of any nature of Seller, with the exception of the aforementioned lien on the Freightliner delivery vehicle, and sales tax on the transfer of the assets listed on Exhibit "A" and the fees for the transfer of the titles to the vehicles, which will be assumed by Purchaser. Any liabilities of Seller as of the date of closing shall be the sole and complete responsibility of Seller to pay, and Seller agrees to pay all such liabilities on a timely basis. ACCESS AND INFORMATION Purchaser shall have access to make copies of all books and records, all relevant correspondence, contracts, licenses, applications, and data which are reasonably necessary for Purchaser to operate the business. GENERAL PROVISIONS This agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. Any and all representations, warranties, guarantees, covenants and agreements in this agreement contained herein and made pursuant hereto shall survive the closing hereunder. If any portion of this agreement is found to be of no effect and/or unenforceable, then it shall be deemed stricken and the agreement shall be treated as if such portion did not exist and the remaining provisions shall encompass the total substance of this agreement; provided, however, that if any portion of this agreement is found to be partially enforceable, then it shall be enforceable to that extent. The parties hereby agree that all costs and attorneys' fees required to give effect to the various provisions of this agreement shall be borne by the breaching party. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this agreement by signing any such counterpart. Upon execution of this agreement by all of the parties, albeit on separate counterparts, this agreement shall be deemed to have the same binding effect as if all of the parties had signed a single copy hereof. This is the entire and only agreement between the parties concerning the subject matter Page 6 hereof and it supersedes any and all prior understandings and representations of any kind or nature concerning the subject matter hereof. This agreement can be amended or modified only in writing, executed by all of the parties. The article and section headings appearing in this agreement are inserted only as a matter of convenience and reference and in no way define, limit, construe, modify or describe the scope or intent of the test of this agreement. Wherever the contexts shall require all words in this agreement in the male gender shall be deemed to include the female and neutered gender, also singular words shall include the plural, and all plural words shall include the singular. This agreement shall be governed by and construed in accordance with the laws Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties have caused this agreement to be executed, each with full authority to act, on the 31" day of March, 2008. Witness: By: CRF MECIIANICAL INC. By: LLJthT Laura J.'Witter, President "PURCHASER" H. R. CORDELL SONS, INC. Page 7 Cordell, President "SELLER" Schedule A Vehicles & Equipment Freightliner Sprinter 1999 Chevrolet 3/4 ton Truck 1999 Chevrolet 3500 Van 1994 Ford E250 Van 1995 Ford E250 Van 1995 Chevrolet Astro Van Green Tt Trailer 2000 Bri-Mar Dump Trailer 1979 Case Backhoe 1968 Trailmobile Job Trailer Rigid Pipe Threader Pexto Box & Pan Brake 8' Pexto 36" Shearer Pexto 36" Rolier Pittsburgh Seamer Pittsburgh Seamer Hammer Magna Bend K4ytanaPower Auger K8ybanaSmall Power Auger Mustang Water Jetter 7.5 kw Generator Pallett Jack Rigid 4 ft. Pipe Wrenches Rigid 3 ft. Pipe Wrenches Rigid 4" Threader Toledo 4" Threader Rigid Pipe Cutters Rigid Hand Threaders Torpedo Heater Freon Reclaimer Vacuum Pumps Sewer Rods Chain Hoist 1/2 ton Rigid Cast Iron Cutters Gas Engine Pump 2" Suction & Dich. Hoses Refrigerator Carts Mi|vvoukeeHammeodhU Core Bits Pump Puller Rigid Pipe Vises Stihl Saw Furnace Cleaners Test Equipment Ladders Chains Drill Press Grinder VIN VVOPPD844865888869 1GCGK24U3XE355188 1GCHG35R1X1092315 1FTFE24Y8RHB81449 1FTHE24HOSHA56749 1GCOM19N08B251746 SW59453PA 43YDC1026YC006747 8977817 D62563 $32,000 $ 8,000.00 $ 3,000.00 $ 1,500.00 $ 1,500.00 $ 2,000.00 $ 1,000.00 $ 3,500.00 $ 1,000.00 $ 3,000.00 $ 4,000.00 $ 1,000.00 $ 1,000.00 $ 1,500.00 $ 400.00 $ 1,500.00 $ 3,000.00 $ 750.00 $ 3,000.00 $ 1,000.00 $ 500.00 $ 300.00 $ 150.00 $ 1,000.00 $ 400.00 $ 600.00 $ 500.00 $ 100.00 $ 300.00 $ 300.00 $ 200.00 $ 100.00 $ 300.00 $ 400.00 $ 100.00 $ 500.00 $ 400.00 $ 300,00 $ 500.00 $ 400.00 $ 400.00 $ 200.00 $ 800.00 $ 400,00 $ 200.00 $ 150.00 � 50.00 Shelving $ 500.00 Computers $ 2.000O0 Office Desk $ 1.000.00 Office Chairs $ 300.00 Scaffolding $ 500.00 Craftsman Air Compressor $ 200.00 Other Pexto Metal Tools $ 500.00 Subtotal of Vehicles & Equipment 1 Bryant #550ANX030 A/C Cond. $ 1,200.00 1 Bryant #550ANX024 A/C Cond. $ 1,040.00 1 Bryant #598BNX060 A/C Cond. $ 2,325.00 22 Ignition Transforms $ 660.00 500' 8" Flex Duct $ 310.00 500' 6" Flex Duct $ 260.00 3 Pump Tanks $ 570.00 5 Toto Drake Commodes $ 950.00 6 Toto Carusoe Commodes $ 750.00 1 Water Right #ASC21044ME (soft) $ 985.00 1500' Pump Wire $ 585.00 1 Furnace Controls $ 1,500.00 3 2 ft. Bury Yard Hydrants $ 198.00 3 3 ft. Bury Yard Hydrants $ 208.00 8 30# Jugs R-22 $ 1,000.00 3 25# jugs R-410A $ 585.00 1 Electrical Circuit Breakers $ 750.00 1 Motor, Fumace Parts - Gondalla $ 1,200.00 1 Gondolla, each front side of ctr. $ 1,000.00 1 Misc. Supplies on Vans $ 4,500.00 1 Goulds 1/2 hp 2-wire pump $ 333.00 1 Goulds 3/4 hp 2-wire pump $ 436.00 1 Goulds 1 hp 2-wire pump $ 500.00 1 Goulds 1 hp 2-wire 7gpm pump $ 542.00 1 Goulds 1 hp 3-wire pump $ 500.00 2 Franklin 1 hp pump motors $ 700.00 2 Franklin 3/4 hp pump motors $ 600.00 1 Franklin 1/2 hp pump motor $ 225.00 1 Gondolla Facing PVC bins $ 3,000.00 1 Steel & Copper Fittings $ 4,000.00 1 PVC Fittings $ 1,500.00 1 Galvanized Smoke Pipe & Elis $ 1,000.00 1 Galvanized Sheet Metal Duct Ftgs $ 500.00 1 Grills, registers, & diffusers $ 500.00 1 Franklin Control Boxes $ 250.00 1 Romex Wire $ 200.00 1 Trac Pipe $ 500.00 1 Soft Plastic Pipe $ 300.00 1 S & D Fittings $ 100.00 1 Sheet Metal $ 200.00 1 Misc. Shelf Stuff $ 250.00 1 Spouting & ftgs $ 250.00 Subtotal Inventory $ 36,962.00 400 ft. 100 ft, 100 ft. 50 ft. 300 ft. 200 ft. 150 ft. 150 ft. 150 ft. 150 ft. 1801t 10 ft. 21 ft. 84 ft. 63 ft. 105 ft 22 ft. 105 ft. 84 ft. 147 ft. 126 ft. 105 ft. 105 ft. 105 ft. 105 ft. 20 ft. 200 ft. 200 ft. 200 ft. 100 ft. 500 ft. 500 ft 300 ft. 100 ft. 300 ft. 300 ft. 1/2"Lhard copper 3/4^Lhard copper 3/4'Mhard copper 1 1/8^UDref. Copper 7/8^ODref. Copper 3/4^ODref. Copper 3/8''ODref. Copper 1/2''[JDref. Copper 3/8''ODref. Copper 1/4" OD ref. Copper 1/4''Lsoft copper 4" b|k steel pipe 2 1/2" b|k steel pipe 2" b|k steel pipe 2''gak/. Steel pipe 1 1/2" galv. Steel pipe 1 1/2" b|h steel pipe 1 1/4"b|ksteel pipe 1 1/4" ooh. Steel pipe 1^b|ksteel pipe 1^galv. Steel pipe 3#^b|hsteel pipe 3/4^ga|v. Steel pipe 1/2" blk steel pipe 1C2"galv.Steel pipe 4" PVC pipe 1 1/4^ PVC pipe 1" PVC pipe 3/4" PVC pipe 1C2" PVC pipe 3/4^CPVC pipe 1/2^CPVCpipe 4" S & D solid 4^S&OParf. 1/2"Pex Red 1/2" Pex Blue Subtotal Pipe & Tubing $ 476.00 $ 202.00 $ 146.00 $ 108,00 $ 993.00 $ 328,00 $ 202.50 $ 117.00 $ 91.50 $ 66.00 $ 133.20 $ 84.00 $ 130.00 $ 315.00 $ 446.00 $ 554.00 $ 64.25 $ 324.50 $ 348.50 $ 285.00 $ 351.50 $ 138.50 $ 214.00 $ 116.50 $ 222.50 $ 19.00 $ 80.00 $ 80.00 $ ' 48.00 $ 17.00 $ 245.00 $ 130.00 $ 213.00 $ 59.00 $ 99.00 $ 99.00 EXHIBTT "B" NOTE $250,000.00 March 31, 2008 Franklin County, Pennsylvania For Value received, CRF Mechanical, Inc., a Pennsylvania corporation having a mailing and notice address of 55 West Street, Newville, Cumberland County, Pennsylvania, (hereinafter called "OBLIGOR") promises to pay to the order of Jerry L. Cordell, having an address of 5173 Bullitt Road, Greencastle, Franklin County, Pennsylvania, (hereinafter called "OBLIGEE"), his heirs, personal representatives, successors or assigns, in lawful money of the United States of America, the sum of Two Hundred Fifty Thousand ($250,000.00) Dollars and any additional moneys loaned or advanced by any holder hereof as hereinafter provided, as follows: $250,000.00 with interest at the rate of 5.5% per annum on the unpaid balance until paid, said principal sum and interest to be paid in monthly installments of $3,593.00, commencing on the 1" day of May, 2008, and on the 1" day of each month thereafter until the principal and interest are fully paid, except that the final payment of principal and interest, if not sooner paid, shall be due and payable on the 1 s' day of April, 2015, with the privilege to the Obligor, at Obligor's option, to pay the debt in whole or in part on any date prior to maturity. In the event any payment provided for herein shall become overdue, the Obligor agrees to pay a late charge in an amount not exceeding ten per cent (10%) of any such overdue payment as compensation for the additional service resulting from the default; all payments to be made at 5173 Bullitt Road, Greencastle, Pennsylvania 17225, or elsewhere as shall be directed by any holder hereof. In case default be made for the space of thirty (30) days in the payment of any installment of principal, or interest, or in the performance by the Obligor of any of the other obligations of this Note, the entire unpaid balance of the principal debt, additional loans or advances and all other sums paid by any holder hereof to or on behalf of the Obligor pursuant to the terms of this Note, together with unpaid interest thereon, shall at the option of the holder, and with five business days advance notice to Obligor, become immediately due and payable, and one or more executions may forthwith issue on any judgments obtained by virtue hereof; and no failure on the part of any holder hereof to exercise any of the rights hereunder shall be deemed a waiver of any such rights or of any default hereunder. The Obligor hereby empowers any attorney of any court of record within the United States of America or elsewhere to appear for the Obligor and, with or without complaint filed, confess judgment, or a series ofjudgments, against the Obligor in favor of any holder hereof, as of any term, for the unpaid balance of the principal debt, additional loans or advances and all other sums paid by the holder hereof to or on behalf of the Obligor pursuant to the terms of this Note, together with unpaid interest thereon, costs of suit and an attorney's commission for collection of five per cent (5%) of the total indebtedness, or $500.00, whichever is greater, on which judgment or judgments one or more executions may issue forthwith upon failure to comply with any of the terms and conditions of this Note. This obligation shall bind the Obligor and the Obligor's successors and assigns, and the benefits hereof shall inure to the Obligee hereof and its successors and assigns. Witness the due execution hereof the day and year first above written. Witness: By: CRF MECHANICAL. INC. Lauralitter, President "PURCHASER" This document has been prepared by Paul 7'. Scheme!, Esq., of Dick, Stein, Scheme!, Wine & Frey, LLP, 13 West Main St., Ste. 210, Waynesboro, PA, 17268. EXHIBIT "C" NOTE $50,000.00 March 3151, 2008 Franklin County, Pennsylvania For Value received, CRF Mechanical, Inc., a Pennsylvania corporation having a mailing and notice address of 55 West Street, Newville, Cumberland County, Pennsylvania, (hereinafter called "OBLIGOR") promises to pay to the order of Jerry L. Cordell, having an address of 5173 Bullitt Road, Greencastle, Franklin County, Pennsylvania, (hereinafter called "OBLIGEE"), his heirs, personal representatives, successors or assigns, in lawful money of the United States of America, the sum of Fifty Thousand ($50,000.00) Dollars and any additional moneys loaned or advanced by any holder hereof as hereinafter provided, as follows: $50,000.00, with no interest, which, if not sooner paid, shall be due in full on March 30, 2011, with the privilege to the Obligor, at Obligor's option, to pay the debt in whole or in part on any date prior to maturity. In the event any payment provided for herein shall become overdue, the Obligor agrees to pay a late charge in an amount not exceeding ten per cent (10%) of any such overdue payment as compensation for the additional service resulting from the default; all payments to be made at 5173 Bullitt Road, Greencastle, Pennsylvania 17225, or elsewhere as shall be directed by any holder hereof. In case default be made for the space of thirty (30) days in the payment of any installment of principal, or interest, or in the performance by the Obligor of any of the other obligations of this Note, the entire unpaid balance of the principal debt, additional loans or advances and all other sums paid by any holder hereof to or on behalf of the Obligor pursuant to the terms of this Note, together with unpaid interest thereon, shall at the option of the holder, and with five business days advance notice to Obligor, become immediately due and payable, and one or more executions may forthwith issue on any judgments obtained by virtue hereof; and no failure on the part of any holder hereof to exercise any of the rights hereunder shall be deemed a waiver of any such rights or of any default hereunder. The Obligor hereby empowers any attomey of any court of record within the United States of America or elsewhere to appear for the Obligor and, with or without complaint filed, confess judgment, or a series of judgments, against the Obligor in favor of any holder hereof, as of any term, for the unpaid balance of the principal debt, additional loans or advances and all other sums paid by the holder hereof to or on behalf of the Obligor pursuant to the terms of this Note, together with unpaid interest thereon, costs of suit and an attorney's commission for collection of ten per cent (10%) of the total indebtedness, or $500.00, whichever is greater, on which judgment or judgments one or more executions may issue forthwith upon failure to comply with any of the terms and conditions of this Note. This obligation shall bind the Obligor and the Obligor's successors and assigns, and the benefits hereof shall inure to the Obligee hereof and its successors and assigns. Witness the due execution hereof the day and year first above written. Witness: CRF MECHANICAL, INC. By:7C L,ztL Laura J itter, President "PURCHASER" This document has been prepared by Paul T Scheme!, Esq., of Dick, Stein, Scheme!, Wine & Frey, LLP, 13 West Main St., Ste. 210, Waynesboro, PA, 17268. GUARANTY AND SURETY AGREEMENT For Value Received and intending to be legally bound, CRF Mechanical, LLC, does hereby unconditionally guarantee and become surety for the due and punctual payment of each installment of principal of and interest on the Three Year Note and Seven year Note attached hereto as and when each said installment shall respectively become due and payable in accordance with the terms thereof, whether at maturity or by declaration, acceleration or otherwise, as well as all additional loans or advances and all other sums paid by any holder of said Notes to or on behalf of the maker thereof pursuant to the terms of said Notes. The Undersigned company hereby waives any presentment for payment, notice of nonpayment, demand or protest, declares that this obligation is absolute and unconditional, and agrees that it shall not be released by any extension of time for payment or by any other matter or thing whatsoever whereby the Undersigned company as absolute guarantors and sureties otherwise would or might be released. In case default be made under the terms of the Three Year Note or Seven Year Note attached hereto, the Undersigned company, hereby empowers any attorney of any court of record within the United States of America or elsewhere to appear for the Undersigned company and, with or without complaint filed, confess judgment, or a series of judgments, against the Undersigned company in favor of any holder thereof, as of any term, for the unpaid balance of the principal debt, additional loans or advances and all other sums paid by any holder thereof to or on behalf of the maker of said Notes pursuant to the terms thereof, together with interest set forth therein, costs of suit and an attorney's commission for collection of ten (10%) percent of the total indebtedness or $500.00, whichever is the larger amount, on which judgment or judgments one or more executions may issue forthwith. The Undersigned company hereby forever waives and releases all errors in said proceedings, waive stay of execution, the right of inquisition and extension of time of payment, agree to condemnation of any property levied upon by virtue of any such execution, and waive all exemptions from levy and sale of any property that now is or hereafter may be exempted by law. These presents shall bind the Undersigned company the Undersigneds' successors and assigns, and the benefits hereof shall inure to the payee of said Notes, and his successors, heirs and assigns. Witness the due execution hereof this 3 P' day of March, 2008. CRF MECHANICAL, LLC rriti Donald Witter, Member aura J.fitter, Member (SEAL) (SEAL) EXHIBIT "E" UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A, NAME & PHONE OF CONTACT AT FILER 'optional' 8. SENO ACKNOWLEDGMENT TO: (Name and Address) T H.R. Cordell, Sons, Inc. c/o Gerald L. Cordell 5173 Bullitt Road Greencastle, PA 17225 L iu 11 File Number: 2008040307791 Date Filed; 04103/2008 08:30 AM Pedro A. Cortes Secretary of the Commonwealth Commonwealth of Pennsylvania UCC Initial Fi ing 6 Page s) 11 iii Ing 1 11 111 1, DEBTOR'S EXACTFULL LEGAL NAME-insertonlypry debtor name (1aor1b)• do not abbreviate or combine names OR 1 a. ORGANIZATION'S NAME CRF Mechanical, Inc. 1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX lc, MAILING ADDRESS 55 West Street cr1Y Newville STATE PA POSTAL CODE 17241 COUNTRY USA 14 SEEINETRUCTIONS ADM. INFO RE 11 e. TYPE OF ORGANIZATION 11, JURISDICTION OF ORGANIZATION np. ORGANIZATIONAL ID #, if any ORDEBTOR I corporation Pennsylvania PA -3797632 2. ADDITIONAL DEBTOR S EXACT FULL LEGAL NAME • Insert only we debtor name (2. or 28) - do not abbrevlale or combine names 2a. ORGANIZATION'S NAME CRF Mechanical, LLC OR fiNONE 26. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c, MAIUNG ADDRESS 55 West Street 2d. SEEINSTRUCTIONE ADM INFO RE 12e ORGANIZATION DEBTOR (YPE OF ORGANIZATION LLC CITY Newville 2f. JURISDICTION OF ORGANIZATION Pennsylvania POSTAL CODE STATE PA 2p. ORGANIZATIONAL ID #, If any PA -312955 17241 COUNTRY USA 1 1NONE 3. SECURED PARTY'S NAME or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP)- Insert only ppesecured party name (3■or36) OR 3a. ORGANIZATION'S NAME 38, INDIVIDUAL'S LAST NAME Cordell FIRST NAME Gerald MIDDLE NAME L. SUFFIX 3c MAILING ADDRESS 5173 Bullitt Road CITY Greencastle STATE PA POSTAL CODE 17225 COUNTRY USA 4. This FINANCING STATEMENT covers the following collateral: The personal property and assets of the corporation CRF Mechanical, Inc. which are identified on the attached Exhibit "A" which is attached hereto and incorporated as part of this document. The personal property and assets of the limited liability company, CRF Mechanical, LLC, which are identified on the attached Exhibit "B" which is attached hereto and incorporated as part of this document. 5. ALTERNATIVE DESIGNATION t1.1 applicable)ULESSEEJL ESSOR nCONSIGNEEJCONSIGNOR j (BAILEE/BAILOR J1 SELLER/BUYER IAG. LIEN 1 /NON -UCC FILING TI 6, This FINANCING Si-AiEMEF1 s to be tiled or record] (or recorded) In ;he EAL 7. Check to REL UbST SEARCH RE -PORT( ) on Dentor(s) u..{ JJ ESTATE. RECORDS Attach Addepdbm lif apalicableL iADDITIONAL FEE [rot:0an All Dcotors Debtor 1 I `Debtor 2 8. OPTIONAL FILER REFERENCE DATA FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05122/02) Schedule A Vehicles & Equipment Freightliner Sprinter 1999 Chevrolet 3/4 ton Truck 10QSChevrolet 35OOVan 1994 Ford E250 Van 1 995 Ford E250 Van 1995 Chevrolet Astro Van Green Tilt TraHer 2UOOBh'KAmrDump Trailer 1Q7ACase Backhoe 1 968 Trailmobile Job Trailer Rigid Pipe Threader Pexto Box & Pan Brake 8' Pexbn3G^Shearer Pexhu3G^Roller Pittsburgh Seamer Pittsburgh Seamer Hammer Magna Bend Mytana Power Auger K4ybanaSmall Power Auger Mustang Water Jetter 7.5 kw Generator Pallett Jack Rigid 4 ft. Pipe Wrenches Rigid 3 M. Pipe Wrenches Rigid 4" Threader Toledo 4" Threader Rigid Pipe Cutters Rigid Hand Threaders Torpedo Heater FreonRedoimar Vacuum Pumps Sewer Rods Chain Hoist 1/2 ton Rigid Cast Iron Cutters Gas Engine Pump 2' Suction & Dich. Hoses Refrigerator Carts yN||vvaukeaHannmerdhU Core Bits Pump Puller Rigid Pipe Vises Stihl Saw Furnace Cleaners Test Equipment Ladders Chains OhUPnono Grinder NN VVOPPO844865888869 18CGK24U3XE255188 1GCHG35R1%1092215 1FTFE24Y8RHB81449 1FTHE24HO8HA56749 1GCDyW19VV888251748 SW59453PA 43YDC1026Y0006747 8977817 D62563 $32,000 $ 8,000.00 $ 3,000.00 $ 1,500.00 $ 1,500.00 $ 2,000.00 $ 1,000.00 $ 3,500.00 $ 1,000.00 $ 3,000.00 $ 4,000.00 $ 1,000.00 $ 1,000.00 $ 1,500.00 $ 400.00 $ 1,500.00 $ 3,000.00 $ 750.00 $ 3,000.00 $ 1,000.00 $ 500.00 $ 300.00 $ 150.00 $ 1,000.00 $ 400.00 $ 600.00 $ 500.00 $ 100.00 $ 300.00 $ 300.00 $ 200.00 $ 100.00 $ 300.00 $ 400.00 $ 100.00 $ 500.00 $ 400.00 $ 300.00 $ 500.00 $ 400.00 $ 400.00 $ 200.00 $ 800.00 $ 400.00 $ 200.00 $ 150.00 � 50.00 Shelving Computers Office Desk Office Chairs Scaffolding Craftsman Air Compressor Other Pexto Metal Tools Subtotal of Vehicles & Equipment $ 500.00 $ 2,000.00 $ 1,000,00 $ 300.00 $ 500.00 $ 200.00 $ 500.00 1 Bryant #550ANX030 A/C Cond. $ 1,200.00 1 Bryant #550ANX024 AIC Cond. $ 1,040.00 1 Bryant #598BNX060 AIC Cond. $ 2,325.00 22 Ignition Transforms $ 660.00 500' 8" Flex Duct $ 310.00 500' 6" Flex Duct $ 260.00 3 Pump Tanks $ 570.00 5 Toto Drake Commodes $ 950.00 6 Toto Carusoe Commodes $ 750.00 1 Water Right #ASC21044ME (soft) $ 985.00 1500' Pump Wire $ 585,00 1 Furnace Controls $ 1,500.00 3 2 ft. Bury Yard Hydrants $ 198.00 3 3 ft. Bury Yard Hydrants $ 208.00 8 30# Jugs R-22 $ 1,000.00 3 25# jugs R -410A $ 585.00 1 Electrical Circuit Breakers $ 750,00 1 Motor, Furnace Parts - Gondalta $ 1,200.00 1 Gondolla, each front side of ctr. $ 1,000.00 1 Misc. Supplies on Vans $ 4,500.00 1 Goulds 1/2 hp 2 -wire pump $ 333.00 1 Goulds 3/4 hp 2 -wire pump $ 436.00 1 Goulds 1 hp 2 -wire pump $ 500.00 1 Goulds 1 hp 2 -wire 7gpm pump $ 542.00 1 Goulds 1 hp 3 -wire pump $ 500,00 2 Franklin 1 hp pump motors $ 700.00 2 Franklin 3/4 hp pump motors $ 600.00 1 Franklin 1/2 hp pump motor $ 225.00 1 Gondolla Facing PVC bins $ 3,000.00 1 Steel & Copper Fittings $ 4,000.00 1 PVC Fittings $ 1,500.00 1 Galvanized Smoke Pipe & Ells $ 1,000.00 1 Galvanized Sheet Metal Duct Ftgs $ 500.00 1 Grills, registers, & diffusers $ 500.00 1 Franklin Control Boxes $ 250.00 1 Romex Wire $ 200.00 1 Trac Pipe $ 500.00 1 Soft Plastic Pipe $ 300.00 1 S & D Fittings $ 100.00 1 Sheet Metal $ 200.00 1 Misc. Shelf Stuff $ 250.00 1 Spouting & ftgs $ 250.00 Subtotal Inventory $ 36,962.00 400 ft. 100 ft. 100 ft. 50 ft. 300 ft, 200 ft. 150 ft. 150 ft. 150 ft. 150 ft. 180 ft. 10 ft. 21 ft, 84 ft. 63 ft, 105 ft. 22 ft. 105 ft. 84 ft. 147 ft. 126 ft. 105 ft. 105 ft. 105 ft. 105 ft. 20 ft. 200 ft. 200 ft. 200 ft. 100 ft. 500 ft. 500 ft. 300 ft. 100 ft. 300 ft. 300 ft. 1/2" L hard copper 3/4" L hard copper 3/4" M hard copper 1 1/8" OD ref. Copper 7/8" OD ref. Copper 3/4" OD ref. Copper 3/8" OD ref. Copper 1/2" OD ref. Copper 3/8" OD ref. Copper 1/4" OD ref. Copper 1/4" L soft copper 4" blk steel pipe 2 1/2" blk steel pipe 2" blk steel pipe 2" gaiv. Steel pipe 1 1/2" galv. Steel pipe 1 1/2" blk steel pipe 1 1/4" blk steel pipe 1 1/4" galv. Steel pipe 1" bik steel pipe 1" galv. Steel pipe 3/4" bik steel pipe 3/4" galv. Steel pipe 1/2" blk steel pipe 1/2" galv. Steel pipe 4" PVC pipe 1 1/4" PVC pipe 1" PVC pipe 3/4" PVC pipe 1/2" PVC pipe 3/4" CPVC pipe 1/2" CPVC pipe 4"S&Dsolid 4"S&DPerf. 1/2" Pex Red 1/2" Pex Blue Subtotal Plpe & Tubing $ 476.00 $ 202.00 $ 146.00 $ 108.00 $ 993.00 $ 328.00 $ 202.50 $ 117.00 $ 91.50 $ 66.00 $ 133.20 $ 84.00 $ 130.00 $ 315.00 $ 446.00 $ 554.00 $ 64.25 $ 324.50 $ 348.50 $ 285.00 $ 351.50 $ 138.50 $ 214.00 $ 116.50 $ 222.50 $ 19.00 $ 80.00 $ 80.00 $ 48.00 $ 17.00 $ 245.00 $ 130.00 $ 213.00 $ 59.00 $ 99.00 $ 99.00 $ 7,546.45 3:43 PM 93127/os CRF Mechanical, LLC. Fixed Asset Listing March 27, 2008 !tern Purchase Date Pvmhase DesCr(ptlon Cost Blue Book Payoff Equity 1982 Ford Box Truck 0723/2005 1982 Ford Box Trod( 1991 Dodge Van 03/1012001 1991 Dodge Van 1,429.00 $ 1,975.00 $ 1.975.00 1995 Ford Bronco 12/14/2007 1995 Ford Groom 2,800.00 i 3,58000 8 3,550.00 1998 Mack Curtly Truck 10/05/2007 1998 Attack Deno Truck 20,500.00 3 20,500.00 S 24,498.97 Dump Tndc $ (7,998.87) 2007 Quality Trader 10/05/2007 2007 Quality Trailer 7,000.00 i 7,000.00 6 Trailer $ 7,000.00 1989 Dodge Van 01)29/2007 1999 Dodge Ven 5,889,50 3 2,40000 $ 2,40000 2!]tf1 Ford F250 Truck 12/07Q006 2002 Ford Truck 18,175.26 S 13,925.00 $ 13.105.96 $ 819,04 2003 Ford E150 Van 08/2012003 2003 Ford Van 21,750.42 S 9,170.00 $ 8,057.30 $ 1,112.70 2006 Ford E150 Ven 08109)2006 2006 Ford Ven 22,872.96 $ 15,220.00 $ 15.951,1.1 $ (3.731.11) John DeerBttcichoe 10105/2007 John Deer Backhoe 72,71500 5 72,716.00 $ 61,995.35 8 10,720.65 $ 19,857,41 Ver 1Vat Duct Cleaning Equtrnertt 3129/2005 3 6.678.72 Water teak Detection System 6/72007 $ 2,029.90 !.adder Racks 8 Tool Bins In Vans 6 TrurX ScaftotdIng 2)2/2005 $ 1,198.78 9,907.38 Page lot 1 EXHIBIT "F" Christopher E. Rice, Esquire Seth T. Mosebey, Esquire Attorney I.D. Nos. 90916 and 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff GERALD L. CORDELL, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. 2014 - 726 CIVIL TERM CRF MECHANICAL, INC., and CRF MECHANICAL, LLC, Defendants TO: CRF MECHANICAL, INC. NOTICE OF ENTRY OF DEFAULT JUDGMENT You are hereby notified that on the day of April, 2014, the following Judgment was entered against you in the above -captioned action: judgment in the amount of $237,168.99, plus interest from February 1, 2014, at the rate of $23.17 per day until the debt is paid in full for failure to file an Answer to Plaintiff's Complaint. I hereby certify that the name and address of the proper person to receive this notice under Pa. R. Civ. P. 236 is: CRF Mechanical, Inc, 25 Reese Street Shippensburg, PA 17257 Christopher E. Rice, Esquire Seth T. Mosebey, Esquire Attorney 1.D. Nos. 90916 and 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff GERALD L. CORDELL, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 2014 - 726 CIVIL TERM CRF MECHANICAL, INC., and CRF MECHANICAL, LLC, Defendants TO: CRF MECHANICAL. LLC NOTICE OF ENTRY OF DEFAULT JUDGMENT You are hereby notified that on the gilday of April, 2014, the following Judgment was entered against you in the above -captioned action: judgment in the amount of $237,168.99, plus interest from February 1, 2014, at the rate of $23.17 per day until the debt is paid in full for failure to file an Answer to Plaintiffs Complaint. Date: Z//q/ Prothonotary I hereby certify that the name and address of the proper person to receive this notice under Pa. R. Civ. P. 236 is: CRF Mechanical, LLC 25 Reese Street Shippensburg, PA 17257 4 VERIFICATION The foregoing First Amended Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of the document is that of counsel and not my own. I have read the document and to the extent that it is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the document is that of counsel, I have relied upon counsel in making this verification. This statement and verification are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities, which provides that if I make knowingly false averments, I may be subject to criminal penalties. Gerald L. Cordell VERIFICATION I, Gerald L. Cordell, President of H.R. Cordell Sons, Inc., acknowledge that I have the authority to execute this Verification on behalf of H.R. Cordell Sons, Inc., and certify that the foregoing First Amended Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of this document is that of counsel and not my own. I have read the document and to the extent the First Amended Complaint is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent the content of the First Amended Complaint is that of counsel, I have relied upon counsel in making this Verification. This statement and Verification are made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities, which provides that if I knowingly make false averments, I may be subject to criminal penalties. H.R. CORDELL SONS, INC. BY: .�eA-z e Gerald L. Cordell, President