HomeMy WebLinkAbout05-3956Carl C. Risch, Esquire
Attorney I.D. Number 75901
Hillary A. Dean, Esquire
Attorney I.D. Number 92878
MARTSON DEARDORFF WILLIAMS & OTTO
Ten East High Street
Carlisle, PA 17013
717-243-3341
Attorneys for Plaintiff
HOFFMAN MATERIALS, INC., : IN THE COURT OF COMMON PLEAS OF
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V. : NO. 05- 3gsb CIVIL TERM
PITNEY BOWES CREDIT
CORPORATION,
Defendant
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 REDUCE FEE OR NO FEE:
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166
1'11711,11 \UACNl1,E\GCncrahCurrcnl\9593.7.com
Cmalul: 7/I5P05 4'.21PM
Rcv..,d: 729/05 I0 44A
Carl C. Risch, Esquire
Attorney I.D. Number 75901
Hillary A. Dean, Esquire
Attorney I.D. Number 92878
MARTSON DEARDORFF WILLIAMS & OTTO
Ten East High Street
Carlisle, PA 17013
717-243-3341
Attorneys for Plaintiff
HOFFMAN MATERIALS, INC., : IN THE COURT OF COMMON PLEAS OF
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V. : NO.05- -393-6 CIVIL TERM
PITNEY BOWES CREDIT
CORPORATION,
Defendant
COMPLAINT
1. Hoffman Materials, Inc. ("Hoffman"), is a Delaware corporation which has a business
address in the Commonwealth of Pennsylvania at 321 Cherry Street, Carlisle, Cumberland County,
Pennsylvania, 17013.
2. Defendant Pitney Bowes Credit Corporation ("Pitney Bowes"), is a corporation with
a business address at 2225 American Drive, Neenah, Wisconsin, 54956.
3. It was agreed through a course of dealings between the parties that Plaintiff would
lease a postage machine from Defendant.
4. Plaintiff began leasing the postage machine from Defendant on or around February
2003.
The postage machine is commercially unuseable.
The postage machine is unable to perform its intended specific use.
COUNT I• BREACH OF CONTRACT
7. Paragraphs 1 through 6 are hereby incorporated by reference.
8. Defendant provided Plaintiff a postage machine that is commercially unuseable.
9. Plaintiff has paid Defendant $271.00 per month for the lease of said postage machine
since February 2003.
10. Defendant has breached the Uniform Commercial Code's implied warranty of
merchantability which states that goods must be fit for the ordinary purposes for which such goods
are used. UCC §2-314(2)(c).
WHEREFORE, Plaintiff, Hoffman Materials, Inc., demands judgment against Defendant
Pitney Bowes Credit Corporation for the entire amount paid for the postage machine, an amount
exceeding $7,000.00, plus interest and costs.
COUNT II- UNJUST ENRICHMENT
11. Paragraphs 1 through 10 are hereby incorporated by reference.
12. Plaintiff delivered payment for an improperly working postage machine to Defendant
in an amount exceeding $7,000.00, plus interest.
13. Defendant received the benefit of and accepted the payment for the improperly
working postage machine,
14. Although Plaintiff has repeatedly demanded that Defendants repair or replace said
machine, Defendant has failed and refused to do so.
15. Plaintiff reasonably expected to lease a useable postage machine and expected to be
refunded for its lease payments for the improperly working machine.
16. Defendant has been unjustly enriched in that it has received the aforesaid payments
from Plaintiff but has failed to provide a working postage machine in return.
WHEREFORE, Plaintiff, Hoffman Materials, Inc., demands judgment against Defendant
Pitney Bowes Credit Corporation for the entire amount paid for the postage machine, an amount
exceeding $7,000.00, plus interest and costs.
COUNT III- DECLARATORY JUDGMENT
17. Paragraphs 1 through 16 are hereby incorporated by reference.
18. Defendant has demanded that Plaintiff pay $8,968.83 to terminate the postage
machine lease. See attached Exhibit "A."
19. There is no contract, written or oral, between Plaintiff and Defendant requiring it to
pay Defendant for termination of a lease.
20. Even if a contract clause exists between the parties requiring Plaintiff to pay to
terminate a lease of the equipment, Plaintiff is excused from paying because Defendant breached the
contract by suppling Plaintiff with unuseable equipment.
21. Because Defendant is demanding payment from Plaintiff to which the Defendant is
not entitled, there exists an imminent and inevitable case or controversy between the parties entitling
this Court to determine the legal rights between the parties.
22. This action is an action for declaratory judgment pursuant to 42 Pa.C.S. §7531 et seq.,
for the purposes of determining whether Plaintiff is indebted to Defendant.
WHEREFORE, Plaintiff requests that this Court enter a Declaratory Judgment stating that
Plaintiff is not indebted to Defendant, and grant such other and further relief as may be proper.
MARTSON DEARDORFF WILLIAMS & OTTO
BY?t ?
Carl C. Risch, squire
Attorney I.D. Number 75901
Hillary A. Dean, Esquire
Attorney I.D. Number 92878
Ten East High Street
Carlisle, PA 17013-3093
(717) 243-3341
Attorneys for Plaintiff
Hoffman Materials, Inc.
Date:4uyJ 2005
Jul 11 05 02%02p XL00 4355862796 p.11
FROM PHONE NO. : 7510201 Jul. 04 2005 04:37PM P2
P_tney Bowes inc. 7/5/2005 3:02 PACE 0021002 www.Pitney5owes.c,;fn
Pitney Bowes
OFFERS FOR LEASE SETTLEMENT
in nnpon a to your rewcs-, the termination amount for the above Ime schedule is:
Termination Arao=; I $ 0611A
Valid Utdil: 07,121105
Upon receipt of this tanntnatton amount, your lease paymantobligatian fOr this equlpmentwlll
De satisfied, and we will arrange to pick up this equipment This termination amountassumas
that the sguipment has been maintained in acwrdanca with the tarns of the tease. Please
send your check to:
Attn: Customer Service Depatdnent
PBCC
2725 Aniancan Drive
Neenah WI 54956-1005
If you do nix wish to exercise this option, kindly continue to pay your acarnmt as i7voiad.
IMPORTANT NOTICE
As an alternative to a settlement, we may be able to reduce your
i current payment by as much as 50% by restructuring your eadsting
I equipment lease. We value your business and will do all that we can
to help assist you and your eomuanv.
Should you wish to discuss this offer in more detail, please contact me at
1-80&624.5639, ext 2712.
For all other questions about your accanut, please call 800-732-7222.
Sincerely,
TPKA VyyENVEL
TLN A GUGGENHUM
Pitney Bowes Lease Specialist
EXHIBIT "A„
Dear PLUTMMICKE SON,
4355862796 P•1
Jul 29 05 09:30a Xeco
07/25/2005 12:01 7172431650 MDWO PAGE 06/07
VER1F'! ATION `.
I, Ruth Ann Miekelson of 14of#'man Materials, Inc., ackiroviledge.l baye',the auihorxty.to.
execute this Verifleati.on on behalf of Koffman Materials; Inc: and certify, the foiegding Complaint
is based upon information which. has been gathered by my eountel is the preparation of the lawsuit,
The language of this Complaint 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 conta it of the
Complaint is that of counsel, I have relied upon counsel in making this,Verifieation:
Tltis,statement and Verification are made subject to the penalties of I8 Pa: tr:5. § 4904
relating to unsworn falsification to authorities, whictl'provides that if.I'knowingly make false
averments, I may be subject to criminal penalties,
HOFFMAN MATE RLUS, INC.,
Ruth Ann Mickel son
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HALBERSTADT CURLEY, LLC
By: Charles V. Curley
Attorney Identification No. 60486
1100 E. Hector Street, Suite 425
Conshohocken, PA 19003
(610) 834-8819
Attorneys for Defendant
nurrMAN MAI IIKIALD, UNI-, IN THE COURT OF COMMON PLEAS OF
321 Cherry Street CUMBERLAND COUNTY, PENNSYLVANIA
Carlisle, PA 17013
Plaintiff,
V. I CIVIL TERM
PITNEY BOWES CREDIT CORPORATION,
2225 American Drive NO. 05-3956
Neenah, Wisconsin, 54956
Defendant.
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 ajudgment may be
entered against you by the court without further notice for any money claimed in the complaint or for any other
claim or relief requested by the plaintiff. You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A
LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO
FIND OUT WHERE YOU CAN GET LEGAL HELP.
LAWYER REFERENCE AND
INFORMATION SERVICE
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166
AVISO
Le ban demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las piginas
siguientes, usted tiene veinte (20) dias de plazo al partir de la fecha de la demanda y la notificaci6n. Hace falta
asentar una comparencia escrita o en persona o con un abogado y entregar a la corte en forma escrita sus
defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la
corte tomari medidas y puede continuar la demanda on contra suya sin previo aviso o notificaci6n. Ademis, la
corte puede decidir a favor del demandante y requiere que usted cumpla con todas las provisiones de esta
demanda. Usted puede perder dinero o sus propiedades u otros derechos importantes para usted.
LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. SI NO TIENE ABOGADO 0 SI NO
TIENE EL DINERO SUFICIENTE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR
TELEFONO A LA OFICINA CUYA DIRECCI6N SE ENCUENTRA ES CRITA ABAJO PARA
AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL.
SERVICIO DE REFERENCIA E
INFORMACION LEGAL
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166
5493
HALBERSTADT CURLEY, LLC
By: Charles V. Curley
Attorney I.D. No. 60486
1100 E. Hector Street, Suite 425
Conshohocken, PA 19428
610 834 8819 (ph)
610 834 8813 (fx)
Attorneys for Plaintiff
HOFFMAN MATERIALS, INC.
Plaintiff,
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
V.
PITNEY BOWES CREDIT
CORPORATION
Defendant.
NO. 05-3856
ANSWER, NEW MATTER AND COUNTERCLAIM
Defendant, Pitney Bowes Credit Corporation, ("PBCC") through its counsel
hereby responds to the Complaint as follows:
Admitted.
2. Admitted.
3. Denied as stated. By way of further answer that parties entered into a
particular equipment lease which is attached hereto as Exhibit "A." The terms of the
Lease speak for themselves.
4. Admitted.
5. Denied. The allegation of this paragraph is specifically denied and strict
proof, if relevant, is demanded at trial.
Denied. The allegation of this paragraph is specifically denied and strict
proof, if relevant, is demanded at trial.
5487
COUNT I- BREACH OF CONTRACT
Defendant hereby incorporates the foregoing responses as if set forth at
length herein.
8. Denied. The allegation of this paragraph is specifically denied and strict
proof, if relevant, is demanded at trial.
9. Denied. The allegations of this paragraph are specifically denied. By way
of further answer Plaintiff failed to make the Lease payments beginning in July 2005 and
carried a current balance (as of August 2005) of $4,412.39.
10. Denied. The allegation of this paragraph is a conclusion of law to which
no response is required.
WHEREFORE, defendant Pitney Bowes Credit Corporation demands judgment in its
favor and against plaintiff Hoffman Materials, Inc. with such other and further relief as
this Court deems appropriate.
COUNT II-UNJUST ENRICHMENT
11. Defendant hereby incorporates the foregoing responses as if set forth at
length herein.
12. Denied. The allegation of this paragraph is specifically denied and strict
proof, if relevant, is demanded at trial.
13. Denied. The allegation of this paragraph is specifically denied and strict
proof, if relevant, is demanded at trial.
14. Denied. The allegation of this paragraph is specifically denied and strict
proof, if relevant, is demanded at trial.
5487
15. Denied. The allegation of this paragraph is specifically denied and strict
proof, if relevant, is demanded at trial.
16. Denied. The allegation of this paragraph is a conclusion of law to which
no response is required.
WHEREFORE, defendant Pitney Bowes Credit Corporation demands judgment in its
favor and against plaintiff Hoffman Materials, Inc. with such other and further relief as
this Court deems appropriate.
COUNT I11-DECLARATORY JUDGMENT
17. Defendant hereby incorporates the foregoing responses as if set forth at
length herein.
18. Admitted.
19. Denied. By way of further answer the "Termination Amount" owed by
Plaintiff represents the remaining payments owed under the Lease including appropriate
late charges.
20. Denied. It is specifically denied that Defendant breached the contract by
failing to supply Plaintiff with usable equipment. By way of further answer, under the
express terms of the Lease Plaintiff is liable for the remainder of the term.
21. Denied. The allegation of this paragraph is a conclusion of law to which
no response is required.
WHEREFORE, defendant Pitney Bowes Credit Corporation demands judgment in its
favor and against plaintiff Hoffinan Materials, Inc. with such other and further relief as
this Court deems appropriate.
NEW MATTER
5487 3
22. The Complaint fails to state a claim upon which relief maybe granted.
23. Plaintiffs claims are barred, in whole or in part, by principles of estoppel.
24. Plaintiff agreed to unconditional payment as set forth in the Lease.
25. Plaintiff s claims are barred by the express waivers contained in the Lease.
26. Plaintiffs claims are barred by the application of Article 2A of the
Uniform Commercial Code.
COUNTERCLAIM
27. Counterclaim plaintiff is PBCC.
28. Counterclaim defendant is Hoffman Materials, Inc. ("Hoffman")
29. On or about February 12, 2003 Hoffman entered into an equipment lease
with PBCC. A true and correct copy of the Lease is attached hereto as Exhibit "A."
30. The equipment was delivered to Hoffman.
31. Under the terms of the Lease Hoffman agreed to pay the equivalent of 57
monthly payments in the amount of $271 per month.
32. In paragraph 2 of the "Lease Terms & Conditions" it states, in pertinent
part:
THIS LEASE CANNOT BE CANCELLED OR
TERMINATED FOR ANY REASON. ALL TOTAL
QUARTERLY PAYMENTS AND OTHER
PAYMENTS UNDER THIS LEASE ARE
UNCONDITIONAL AND ABSOLUTE AND YOU
SHALL PAY THEM FOR THE ENTIRE LEASE TERM
REGARDLESS OF WHETHER THE EQUIPMENT IS
DAMAGED, DESTROYED DEFECTIVE, UNUSABLE
OR BECOMES OBSOLETE AND REGARDLESS OF
ANY DISPUTE WITH OR CLAIMS AGAINST PBCC,
VENDOR, OR ANY OTHER PARTY. YOUR
PAYMENT AND PERFORMANCE OBLIGATIONS
UNDER THIS LEASE ARE NOT SUBJECT TO
DEFENSE, SETOFF, COUNTERCLAIM,
5487
ABATEMENT OR REDUCTION FOR ANY REASON
(COLLECTIVELY "DEFENSES").
33. Hoffinan has failed and refused to make the required Lease payments to
PBCC.
34. Under paragraph 13 of the "Lease Terms & Conditions" the failure to
make a payment constitutes a default.
35. Hoffinan is in default of the Lease by failing to make the required Lease
payments.
36. Under paragraph 14 of the "Lease Terms & Conditions" PBCC is entitled
to accelerate and require immediate payment of all payments under the lease.
37. Under paragraph 14 of the "Lease Terms & Conditions" Hoffman is
responsible for all costs incurred in enforcement proceedings including reasonable
attorneys' fees.
WHEREFORE, counterclaim plaintiff Pitney Bowes Credit Corporation demands
judgment in its favor and against counterclaim defendant Hoffman Materials, Inc. in an
amount less than $50,000 plus contractual interest, costs and attorneys' fees.
Date: fq
5487
SEP 13 2005 09:e5 FR PF LEGAL DEPT 203 351 7756 TO 916103346313 P.02i02
VERIFICATION
I, Jeff Jacobson hereby verify that I am a Vice President of Transactional Finance
with Pitney Bowes Credit Corporation; that I am authorized to make this verification; and
that the factual statements contained in foregoing Answer, New Matter and Counterclaim
are true and correct to the best of my knowledge, information and belief. i understand
that the statements herein are made subject to the penalties of 18 Pa. C.SA_ Sections
4904 relating to unswom falsification to authorities.
Date: y'- 12 - CS
5487
6
** TOTAL PA6E.02 **
PITNEY BOWES PESOLUTIO Fax:920-882-3419 Aug 22 2005 11:03
--- CO 5
3411E PBCC tease ream
Your Business Information: t91 f1t Pltnoy sow" credit carporeaon FFT-Y
_,1 (.-HERRY s-f
Ord,-, "# OP&5 466,
Your Payment Plan: Your Acknowledgment:
Initial Lease Term (in Months) 57
(Begin after any applicable interim usage petiod)
# of Months Monthly Amount
(AppRCable Mea not included)
First 57 $ 271
TMa bees Is odmd quanedy, your Total quanerry Payment fra nue»
limas the Monthly Amount
P. 09
'this daeuelea/mr¢lw oF'w k?gapmrm Leac("Lefe") with PBCC`. a Pgta¢a Mctttaminl A -1 wid
Piny eGwcn; a htwntanancc ad Sekvim A¢tmmmt with 1`1Y Boo (which mvtta P.qulPM,
Maiatrnence, Sofinra Mn;nlemnm, PRQM.epleeemm(tunl SoftLLwd); al'urchavc Powtt Agrec Mwitl
PflCC:eMaU.i POa.LSeMe.ACknn..lcdgment urihs?clt.Yvasiammleconahtuksw otarm Im
the Leone and ifaPPlioble, the Mhtt aSrettnaus. Ywcslgetwa dm edmowietl¢ea shot you have red end
t¢reeto all appliobic elms and mnd'u of and we udMri>ad m fipr dcatpsa+neras m bchelforfia Lemur
PimcYPhonyBBonaowomIme wIwwtitt for r you ywJenf thstym iNtxscd. Atyowf?ueA PBCC oagwiod Ne Equlpmeht Rmt
or Manes; Ix cgnmwcinl pupcma PBCC Paa1016 aR applitebk EgUipfwni
below. esmyam, Foracampleeeaofudd inyRB mnm4PiMry Bow Y Lnumber ff?? da
below. A one dme i- adon Pm mwy p be bn ieem d in yaw Tob Tao) QuarLmly v yD l .The The
ly and c Uter
ngrt ploya ed m aathispb yaw aff.5 was biome bfadiac as PBCC o andd P4vryee?.m Doty seer mt
autbmorized itrd emPlayl}
airby sipiln¢blo.+,
Thank you for <hoosin¢PiMey Bowed.
Required Advanced Ouerterly Lease Check of W,00 ` .
Rewived.
?Tax Exempt (certificate aaachea) Signatur.. Date
Support ' Payment of Print Name U& Title
To W paid d to to ven Wndor pursuertl t to o
7 oadion 25. Ttdf )seas and °m° aDemeoe mny a+b•fx ahW8rdtry Uc puce io vrtidna.
Account Rep. Bryan Hower 719-351 District Office Oa4 h
PSCC/Pitney Bowes Acceptance: Q
Leec Foc 15356 (Rev. 3R(Kr1) -?\:"
EW;..M Vendor, r'r61gy a..
For Soles and Service Call
Pitney Bowes Inc. 8/25/2005 1:37
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/,056 KJ
LEASE TERMS & CONDITIONS
11 In reamed Term; Definition The information on Pape one is
in=VC,atcd by reference and made a pert of this Lease. Certain OaphaHzed
turns in this Lease are used as defined a described on page Cate a bcbw. The
term'Equiprrcnf' Includes applicable PROMS and software, but excludes any
Meer. The words "ym, surd "your" mean the Imsee(s) Puled m page one,
individually and together. 71w word, "`ere", -us", 'cud" and "PBCC" refer to
lessor, Furey Bowes Credit Corporation Or one of Its affillates. "Pmies'mearu
PBCC and )on The terms "Pimey Bowes" and "Vendor' mean Pimey Bawer
Ire.
1 rt d'do I Payment, you shall pay each and every Total
Quarterly Payment for the entire Initial Iuse Term, and for the tern of any naw
kale of the Equlprne st under Section 7, at quarterly inftrvats unless Otherwise
agreed by the Parties. All such payment, shall be in advance. The first Total
Quanery Payment it due an the date we begin invoicingytu. All remainingTOIA
Quarterly Paymens shall be due on the same day of each billing period thereafter.
whether or net we invoice you All Tolal Quarterly Payments end other
payments due Under this Lane shall be payable only to Pitney Bowes Credit
COrporalm at P.O, Box 956460, Loufsviht, KY 402136460, unfit we direct you
dherwUc in writing THIS LEASE CANNOT BE CANCELLED OR
TERMINATED FOR ANY REASON. ALL TOTAL QUARTERLY
PAYMENTS AND OTRER PAYMENTS UNDER THIS LEASE ARE
UNCONDITIONAL AND ABSOLUTE AND YOU SHALL PAY THEM
FOR THE ENTIRE LEASE TERM REGARDLESS OF WHETHER THE
EQUIPhENT IS DAMAGED, DESTROYED, DEFECTIVE, UNUSABLE
OR BECOMES OBSOLETE, AND REGARDLESS OF ANY DISPUTE
WITTI, OR CLAIMS AGAINST, PBCC, VENDOR OR ANY OTHER
PARTY. YOUR PAYMENT AND PERFORMANCE OBLIGATIONS
UNDER THIS LEASE ARE NOT SURIECr TO DEFENSE, SETOFF,
COUNTERCLAIM. ABATEMENT OR REDUCTION FOR ANY
REASON (COLLECTTVELV"DEFENSES").
31 Lone Term. The some of this horse is the Initial Lease Tern plus
any "Interim usage period". The initial Lease Term begins during the list
mahm of the Calendar quarter next fdlaxdng the date of year first invoice under
this lease. The period between the date your Equipment Is degwmd and the
beginning of the Initial Isase Term is the Interim Usage Period. Foruse of the
Equipeent during the Interim Usage Period, yvu shall pay as "interim Rwr" a
prorated portion of the Taal Quartesy Payment, which payment shall be made by
the due date reflected on the applicable invoice. This Lease shall terminate after
you perform all of your obligations under this tetra. If this Isere is cunditioruhy
is minted boron the end of the Initial Lease Tenn In contemplation of n new
lease (e.g., far upgraded or rpbuement equipment) between the Patties and the
new lease does not become effectiv", or Is subsequenry terminated, we may
reiastatethisteare.
d. E I e Dtl;verx and Le BO The Equipment shall be
delivered to the Equipment Location, a, if no location is specified, your Billing
Add... Under, the Parties otherwise area, initial delivery and instahadou,
Support Services and moving expenses are services provided by us for additional
charge. year acceptance of the Equipment occurs upon delivery of an of the
Equlprmn% a any Portion thereof which is a Commercial unit. You shall not
move the Equipment to another location without first obtaining mr written
con umt If errant is granted and you move the Equipment, you shall pay Our
then applicable relocation fro end reimburse my Costs we imur (including filing
fees and reasonable ahorneyi fors}
51 Eaultm nt Ow h' Label' a ad UCC F'I'G We shah st aI
times own the Equipmem. This is a Contractof lease and nothing shah create in
us solely a security intetts? or give you son equity or other right or interest in the
Equipnrm what than the ponmesay interest duoribed in 6.15 Lease. The U. S.
Pastel SeMot requires that the Meta always remain the property of Venda, We
may, but we not required to labeL the Equipment N Our property and subject to
lease. You wthalrt us to sign and file a Uniform Commercial Code Smutting
statement on your behalf, and do all other acts (a proved our Interests In the
Equipment and tease. Our filing of a UCC financing statement Is precautionary
ad shag nor be construed n evidence that we intend a security Interest be
created.
6. Anlenmene. YOU SHALL NOT ASSIGN, PLEDGE OR
TRANSFER ANY INTEREST IN THIS LEASE OR SUBLET OR
PERhITT ANY PERSON TO USE THE EQUIPMENT (COLLECTIVELY
"ASSIGN(MEM9)") WITHOUT OUR PRIOR WRITTEN CONSENT. If
we permit a Assignmemt, you shall pay our then applicable Assignment fee and
reimburse my costs we incur (including filing fees and reasonable attotneyi
fees). We may Asslgn ibis Least a grant a secariry inrerca in this Lease m the
Equipment, ion whole m in pan without notice to you, and in such event, you
PACE 002/006 www,PitneyBowes.com
P
agree, upon notice and when requested by us, to pay directly to my assilyree all
ammms payable under this Least. Our assignee shall have an of our rights but
mom of our obligations under this LCM, YOU shall not anent against any
assipue trouts myDerensesym may have apinstus a any other person. This
LCnu lanes to the benefit or and is binding upon your and our permitted
successors and aasigu. You acknowledge that My Assignment a granting of a
security interestby us will neithwmaterialy change, your duties under Ibis Isere,
nor increase your borders; a risks under this lease.
7. End O( tease OUtlom. At the expiraion of the Initial lsasc Temt,
you shag: (a) enter into a new lease an terms mutually acceptable to the Panic;
(b) return the Equipment as provided under Secdon 20; or (c) if you ate and in
defwk and you gave us at least 30 days prim written notice, Purchase the
Equipment at its then fair marks value (which we shall determine in our
reesa,abk judgment). Any sale by us shag be "AS I "WHERE IS", "with all
ranks" and sruth no express a impEcd warranties. Fa purchased Equipment
roquiring Venda's software, Venda may permit YOU to oondrare to license
Venda s software provided you comply with any appbcabt software licenses
and do wt move the Equipment in mother location without Vendor's written
consent, or reveneiflgineec decanpile Of copy such saRwoe, or wthafxe A
third patty w dO so. [f ym have nor elected one Of the above OPtions, you shellbe
deemed m haw: ewered Ina a new mOwIh mOmh lease for me Equipment Cur
terms and conditions identical to this base except that: (a) either pasty may
terminate the new lease on 30 days prim mitten notice, provided you return the
Equipmmt as required in Sceda 20, and (b) we may, in our wit discretlon and
M 43 days written notice to you, alter the Total Quarterly Payment a amend any
atbertemt.
S. Tares. You shall pay, treed indemnify as for, all chugs and Omens
which am based on, eneastusd by, impaed on, resultant frmn or levied upon this
Lease, the billing or receiving of tease Payments, the rak, pUrchau, penunal
property Ownership, lesaing value, possession, or use of the Equipment a Meter,
including without Imitation, sales, excise, use, property. ad rile am. ssarep,
recording gems receipts or frw hire Imes, but excluding toes m or measured
by ore net Income. You shall pay Our then applicable fee to Cover our expenses
.ocieudwith the adrtdnistraios, billing and trees," of such chaffs and taxes.
Your Obligations under this Section shag etmmenet upon lease execution and
survive termination or cancell4an of this [ease.
9. de_i You shall Indemnify and held us heresies, from orrery
costs, expenses, dam*ugcs, fines, settlements. claims a liability wising ml of a
relating to the [east at the Equiprenq including reasonable ancencys' fees, but
excluding those adjudged to have alum solely from our gross negligence or
willful misconduct.- Yew obligations under this section shtV commcaee upon
twee execution and survive termination or cancellation of this I,=.
10. Fluinmknt Werramiv information. WE MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, REGARDING ANY MATTER WHATSOEVER, INCLUDING,
BUT NOT LIMBED TO, THE SUrfAslarv OF THE EQUIPMENT,
ITS DURABILTPY, rTS CONDITION, ITS MERCHANTABILTTV, rrS
FITNESS FOR A PARTICULAR PURPOSE, Iris FREEDOM FROM
INFRINGEMENT, OR OTHERWISE. WE LEASE THE EQUIPMENT
TO YOU "AS IS," "WHERE IS" AND ''WITH ALL FAULTS." WE
SHALL NOT BE LIABLE TO YOU AND YOU SHALL NOT MAKE A
CLAIM AGAINST US FOR ANY LOSS, DAMAGE (INCLUDING
INCIDENTAL. CONSEQUENTIAL OR PUNITIVE DAMAGES) OR
EXPENSE OF ANY MD CAUSED DMECTLY OR INDIRECTLY BY
THE EQUIPMENT.
it. Parties' Rehi iambio The Equipment was wlewed by you and
supplied by Venda, not ?BCC. PBCC 15 NOT AN AGENT OF VENDOR,
AND NETnIER VENDOR NOR ANY OF ITS REPRESENTATIVES ARE
PBCC'S AGENTS You eclmowledgc that of the Options; you have to obtain the
Equipment, you chore to least. At your resimt, PBCC shall purchase the
Equipment from Venda and lease it to yore The Pardz intend and agree that
this leas shall be considered a 'finance lease" governed by Uniform
Commercial Code Article 2A. Ifym have any claims concerning the Equipment
or your relationship with Vonda, you must make them against Venda. We
hereby assign to you my warranty rights we hale ags4a Venda.
12. La?vmenblRefurned Ptemx. ICany Toorl Quarterly PaymcM are
other payment under this Lease is n e, paid in foil on or before its due daft, you
shall pay to ud'bur then applicabk administrative fee assessed an dclimia rd
accounts. You shell pay !merest on my delinquent Total Quarterly Payment and
other payments delinquent mdm ibis Isase (including unpaid accelerated Total
Quarterly Paymmu. a residual value payments, but excluding purchase Pcwta'sr
adwerm which incur interest as provided in the purchase Pa-CP Agreement
below) from its due date until puid in full a the k5ser of I We per year or the
maximum rate allowed by law. Fa each dishmared or rlumed payment item,
Page 2
Pitney Bowes Inc. 8/25/2005 1:37
checks draft, you shag pay w us cur men applicable resumed item fee.
13. Default You shall be In immediate detaukwimwtnotlmundarthis
Lease if. (a) you do not pay my Trial (sew cjly payment as other payment under
this Lease when due; (b) you become Insolvent, in liquidated, diasdve, merge,
tramfer aubmantiaty all of your stock or assets, stop doire business, hale a
material adverse change to your financial condition, a atsifp your rights ter
property for the bcnefitof aeditaL (c) a petitim is filed by m against you under
my bankruptcy a insdvenry law, (d) you am in default under any other preen
or fumy agrecreat between you and w (including your purchase Pavers'
amount) (collectively "Agreements). as you and my affiliate of Dun ( inchiding
Pitney Bowes a The Pitney Bowes BmIQ; (e) without ore prim written consent,
you Assign, mom. sell, grant a security interest in, past with possession of or
Dennis a lien to czW on my of the Equipment; or (Q you are in default under my
present m fmurc agreemcn fa a credit (aciGty, wedil card, crcd'u Tine, ptodioc
a service we may ground to yen a that to simmered by m a by my financial
institution on our behalf (inciuding my PlmcyWtrks product or service). You
shag also be in delimit under this image if you fail in perform or observe, or
bmwb my other invents, condition, mpmacntatim Or agreemcnl in this Lanese,
and do nor cure the derwh within ten. days after we send you written notice of
default.
le. Rewires Upon debut we may do my or all of the following in
cur sole discretim: (a) cancel this lease (and my purchase opting, Lease
usenttm or other rights you may have under this Usem), and my Agreements;
(b) accelerate and require immeduae payment. as liquidated damages, of all Total
Quarterly Payments, Purchase Powers advances, and other sums due onderthis
Lease or due under my Agreements, whether accrued or der In the future; (c)
require mtum afthe Equipment and Meter as provided in Scctim 2D; (d) mquim
Immediate payment, as cmnprnsuim for your failure to return the Equipment
and not o a penalty. OF= r mounecqutl to the residual value of the Equipment at
the end of the Initial (ease Term, as determined by ms In Our reasonable
discretion, and/or (c) pursue my other remedy we may have at law or in equity.
If you do nor return the Equipment and Meter, we a am agent may rcprusess it
without a sow order. We an not required to m4em a sell the Equipment after
we reposes it. You shall pay all our costs in enforcing cur rights against you,
Including reasmAk attorneys fees, and my upenses we Incur to take
possession, hold, mpalt and dispose of 9th Equipment. We reserve age of our
rights against you even if we do not enfmcc than at the time you dc:%uh. All of
our, eonuactuat legal equitable or other numerics available under this cane an
cumulative. Our media rte not conditioned upem your debut continuing IF
required, any=CkntedToW Quarterly Payments and th e residual value wig be
discounted to present value in the rate then applicable to nearest lean U. S.
Treasuryobligaionf.
IS. Eauinment Use. You shell use the Equipmmnlonly (a)fabminas
or commercial purposes, and (b) in the manner specified in the manual and
instructions covering the Equipment. You shall comply with ail laws and
mgulatim miatingto the Equipment You shag rat slier the Equipvenl wimml
first cbtalnsng our written eaten, and you shall not attach the Equipment in my
real estate. You shall keep the Equipment free and clear of all liens and
encumbrances. Beeaum the Equipment may <mtem Vender's proprietary
technology, you shall not make it available in my third party, o rtverseenglnecr,
disassemble, deconpile or Deny my hardware m seftwan associated with the
Equipment, a authorize my third-piny to do m. You shall also cunply with the
tenor of my applicable soRwerc IHenses From Venda.
16. Eaaimmem Malnten.nce and Rrodrs You shill, u yourexpense,
keep the Equipment in good. repair, conditio and wakdng order, except for
ordinary wear and ten. AD replacement parts and repairs shag beverage me
property and &&I not be subject to my liens ter enoumbrances Other than Our
own. You shall permit us to inspect the Equipment and my maintenance records
sluing to the Equipment during normal business hours.
17. Wok ref Hansa You assume and agree to bear the entire risk of loss,
thin, destruction or other impairment of the Equipment (excluding i m ul wear
and tear) regardless of cause (collectivity "lass) for the entire term orthis Lease
mull you mum the Equipment ion us. No Inn shall MRCS you of a" of your
obligations under this Lem. You shall immediately ramify us in writing or the
aoumence oP anyl.oss. You shall, et your expense, keepthe Equipment insured
against Less for IN full replacement value order a eomprthendvi policy of
Insurance a other auangaenl smisfeclory to us f'Inurance')• You or your
agent mere call us at I-/g0.2d3.9506end provide us with such evidence. If
you fail to provide such evidence, we may, in our rode disaetio , refrain from
reaching evidenceof Wumncc and, due to the increased credit risk incude the
Equipment In we own risk management program (currency called ValutMAXII)
and charge you a fee, which will be separately reflected IN an addiiimd charge m
our Invoices to you. Before including the Equipaent in the ValueMARIH
omgvm and charging you the fee. we will send to you by U.S. mail a letter
PAGE 003/006 www.PitneyBowes.com
reminding you of your obligations to Insure the Equipment and provide evidence
of fnnmance, The letter wilt he deemed received by you at the time we place h in
the mail. If you do not respond with evidence of Iasuraaee witblo the time
speetfed in the letter, we may immediately include the Equipmreal in the
ValneMAXdi program If we include the Equipment in mr program and any
less, damage a despuwim to the Equipment Ocean that does not such from
your gm's negligence or willful misconduct, we shah at our optic (provided you
are not in default under this lease, Including the payment of arty fees invoiced by
us), either repair or replace the Equipment and your lease obligations will remain
unchanged, Title tothe Equipment, whetherrepalredurseplactd, will stall times
remain with w. We will not be liable to you if we laminate airy such risk
management program. By providing this risk management program, we art not
offermgor selling you imursuce.
19. Cmouhelop of Total Oaarlerly Pamneot. You acknowledge that
the mount of each Total Quavery Payment is lined on the oust to us of
purchasing equipment, inclusive of all related expend, less no,
,nocrunthpowarcee paid or payable by Pimey Bowes, plus our customary
Origination Fee (se, Section 23 below). Included among the related "Derives
are any unpaid balances due andfor an become due from a previous Icme andfa
lanes; (Includingl3quipment return fees and my other unpaid fees).
19- Lease royal cea Your Total Queerly payment is three lima the
amount shown on page one as ywm Monthly Farmers. The amounts we we to
compute your Total Qumcrly payment, and Lava paid by us upon Equipment
pumhasq art capluated and paid by you over ft initial tease Term. It you so
requested, your Motor rental, Equipment Maintenance, Software Maintenance
andtor Soft-Gumdq/ payments commsie simultaneauly with the Initial Lane
Term and such payments are included in your Total Queerly Payment as an
acemtmmdetim eo you and Venda; none fees, charges and basin prwidod for in
this )ease arc not included in yaw payment and will be sepnately hatched mrs
your invoice. We may increase your ToW Qumery "emir turn in sa
fbrm in serum 9), m yaw meter rental, increases. Our fees Will be made
available upon request; they may be changed by us in our sole discretion from
dime to lure without notice.
20. Return or Equipment. After completion of your payment and
pcrfmnane obligations under this Loam and expiration of me lease, m upon our
conditional cancelatim log. for equipment upgrades a replacement) in
cancellation or the Lose, you shall, at ter option, either make the Equipment
Immediately available in us, or ntum the Equipment: to w as soon as possible m
the location we designate, in its migmal condition, reasonable wear and ten
excepted. Unless we otherwise direct, the Egviprem must be properly =led,
insured and shipped, freight prepaid. You shag pay to Our than applicable
Equipment rerun fee. IF a new kale is being entered in W the fee, mks' paid in
advance, will be capitalized and paid wet the initial Lease term of the new Lac.
21. SunoortServkee As indkocccioa page me, you have agreed to
make a payment ("Support Services Paymemt7 to Vender fm items such as
Equipment installation, tanning consulting services, systems integration and data
corweslm, and other support services ("Support SeMesI. The Supper
Services payment is mm?fundabk. If the Supper Services payment is made to
us, you authorize us to pay Vemda the ammmt of der Support Scrviecs Paymcm
on your behalf. The Support Servicm payment is exclusive of my sales, users
olhertmms due with respeato Support9mvicca. You will be invaiced sepantely
by Bon Vendm, and agrcc m paythc Venda, For any lama that maybe due in
connection with the SuppatServices Payment. Iftho WW amount you curt fm
Suppan Services aeedsthe Support Services Payment and you hale act agreed
to pay for the moms separately, the unpaid portion of the mount owed fa
Support Services is capitalized and, at your request, Included in your Traal
Quarterly Payment If, however, this [maze is eaueled and you an released
from the nsposibilityto perform your obligations tinder if, your obligatim b pay
us or Venda fur all Supper Scrvias shall runivc and you shag pay fa them
even ifyou an relieved of your obligation to pay your Total Quarterly Payment w
other payments under this Lease, such payment to be made immedi asey without
further notice from w.
22. Crxdlt and f Blna PeegAdditional Grads and To the
extent permitted by law, you shat pay our then applicable feet for (a) our credit
approval protests related to this Haase and (b) my Smomm mod or other filings
slued to this Lease, including Unifmn Commercial Cale financing statements.
You shall pay the short applicable prices m fns fm my addidmal goods,
equipment, supplies or services you order from us a Vendor not specifically
provided fm in this Home a other Agreements.
23. Otiff6aoimn Ear. Unless paid byyou separately, aoe-time hero
mer the origination, documentation, processing and certain other initial costs
nsociaml with this Imase Is Included as a capitalized amount in computingyour
Toni Quareely payment.
2e. Cealnmee Puchnse Order. If a pumbase order is issued by you,
Pace 3
Pitney Bowes Inc. 8/25/2005 1:37
rime of its terms and conditions shall modify or supemcde the terms and
condidms of this Leese. Our failure In object to terms contained In my
emnmunicatim fmm you witi natbc a waiver of the terms set forth in Nisieue,
25, initial Total Quarterly Payment At our discretion, you shag Pay
your lint Taal Quarwbf Payment upon your oorcuriam of this !ears. Thu
payment shall be deemed to here ban earned by a when we receive it and 0,11
be appTed immsdiatcb' w your obligatim in make your first Total Quatnly
Paymemwsdamhislxae. This paymemsb&I not be rchUdable in you uedenmy
circuautmca, Including the tcmdnatim of this Lem for any ream during the
Initial Leese Tenn.
26. Castomer Waivvra To the orient you are permitted by law, you
waive all rights and rumediesunder Miele 2A (Sections 508-522) of theUnifam
Commerelal Code, including but at lrdited to, your right to: (a) caned a
repudiate this Least, (b) reject of revoke xaplance of she Equ7plrmu; (c)
rccova damages from m fa any breech of warmry Or fa my Other scatter (d)
grant a security lowest in any Equipment in your posmslon; and (e) speeifec
Performance, To the cxtrntlxnnittud by lay. You also wane my rights you now
or lama may have under arty statuleor otherwise which require of to all. [me w
otherwise we my Equipment to reduce our damages Including ow realixasim of
the residual value of the Equipment, or which may othcrwlx limit a modify my
of our right or remedies. ANY ACTION RELATED TO THIS LEASE
WHICH YOU FILE AGAINST US, TNCLUDING BREACH OF
WARRANTY OR OTHERWISE, MUST BE STARTED WITHIN ONE (t)
YEAR AFTER THE EVENT GIVING RISE TO YOUR CLAIM. YOU
HERESY WAIVE ANY RIGHT TO TRIAL By JURY OF ANY ACTION
RELATED TOOK ARISING OUT OF THIS LEASE.
27. IyUsenilaneooa If more shot pre L asset Is named in this Lome,
lual illy will be joint and several. The us or the singular or the plural herein Is
ad ekchuiw and the teasa may be used Inten hangaby as the mntatl Mquim
you represent that yon may lawfully enter inw, and perform, this Lease, and that
the individuak sirring this Rase on your behalf hew all necessary authority. By
executing page mote, you agree In furnish financial information which we may
request now and in the future, including your tax identification rumba, and you
mthmin m to obtain credit repors an YOU now and in the future. In addition, my
principal owner, oRlea Or guamta string an page arc or w my document
executed in connection herewith agrees to fumish financial and other information
was may request now and in the future including his Or her social secwirynanber,
and authorizes us to obtain one or mete consumer credit reports an him or her ion
connection herewith and my credit exwnded as a result hemf. This Lent
wrtstituta the entire agreement between the Parties a to the subjects mulm ed
in this Lem, ad representation; or staemcnt red included herein art not pad of
Nis Lease and are not binding on the Parties. THIS LEASE CANNOT BE
AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN
AGREEMENT SIGNED BY THE PARTIES AND NO PROVISIONS CAN
BE WAIVED EXCEPT BY OUR WRITTEN CONSENT. Our ac«ptmeeof
any payment or check offered by you at e settlement, or m accord and
satisfaction, shall not crostituw a wainr of our right, or m accord and
sakfacts unless acccmpmled by a separate agr«ment exeeu ed by bade
Parties. No aatipersam or agent of Venda is authorized to change my term or
Nis Lease. You mthaize us to Ins<rt a eerect missingOr incorrect infameian
in this Ieme, including enmt or Ineomplem Equipment eonfiguratlas, or
descriptions, and your official name, even If it reuukt in a increase in yaw Taal
Quarterly Payment. We will said you entries of any ins filar a ea smuts, If
we insert m tartect infpmtata in this lease and it in scAta your Total Quarterly
raiment by morn than 10%, you may Temdnate this Lease within 30 days of
receistngour initlalmwice with such increased Total Quarialy Payment
20. Notice THE FEDERAL EQUAL CREDIT OPPORTUNrIY ACT
PROHIBITS CREDITORS FROM DISCRIMINATING AGANST CREDIT
APPLICANTS ON THE BASIS OF RACE, COLOR, RELIGION, NATIONAL
ORIGIN, SEX MARITAL STATUS, OR AGE (PROVIDED THE APPLICANT
HAS THE CAPACITY TO ENTER INTO A BINDING CONTRACT), OR
BECAUSE ALL OR PART OF THE APPLICANT'S INCOME DERIVES
FROM ANY PUBLIC ASSISTANCE PROGRAM OR BECAUSE THE
APPLICANT HAS IN GOOD FAITH EXERCISED ANY RIGHT UNDER THE
CONSUMER CREDIT PROTECTION ACT. THE FEDERAL AGENCY
THAT ADMINISTERS COMPLIANCE WrTH THIS LAW CONCERNING
THIS CREDITOR PS THE FEDERAL TRADE COMMISSION, EQUAL
CREDIT OPPORTUNrTY. WASHINGTON, D C. 20530.
POSTAGE METER RENTAL AGREEMENT
- lrtcornwalcd Terms' DrI nitipm. All of the information an page
arc of this document, including my provided by you, u inmaporated by sfewnce
51147112014 a Par of this Postage Meter !soma! Agreement ("Rental A®cemr!').
The terms defined w described on page one and in the Lease shall have the same
PAGE 004/006 www,PitneyBowes.com
memings in this Rental Agamen, except (he the words "we; "'ua,""Ole and
"Pitney Bowes" shall refer to Pitney Bones Inc.; "Meter" shag refer many
postage meier(s) included on page one, individually end together, 'Meter
L«nx" meets a U. S. Postal Service license to U% Passage Mew, duly Issued
by the U. S. Patel service; and.-Purdec" refers to Pito y'D was and you
2. 31tie 1 and Ilx f Y?mr Postage NNSr. We wilt beep tide m dbe
Meser(becaux the U.S. POSwl Service requires Ibis). You may retain possession
of the Mekr mil, a)=& a you hats a "lid Meta Llttrse and you comply wit,
all U.S. Postal Service mguletims. You msy use the Meter only for imprinting
and recording postage. Tampering with on misusing the Mctcr 8 punishable
under Federal law, and we fray wrtminaw this Rental Agreement by notifying you
in writing if youdo so.- Dlhc Mew Is a POSTAGE BY PHONE®mcta, It must
be reset or prexmed fw erimunation every 1 months by to licensing U.S. Post
Office, unless it is art at least every 3 months, in which caw it must be pmsenwd
for examination by the licemmg U. 5. Past Office only annually. After
termianim of this Rental Agreement, refundt ofmmining partage balm=, if
am will be made by the U.S. Postal Service Upon verification that the Meter has
been roamed in good condition andminamurdarin wish this Rental Agreement
and U.S. Posted Service regulations.
g,. Mainwnaeceandlasneetnn We will maintain the Meterin good.. .
wonting Order. - We will Provide service or feplueemmt only during our normal
business heart. U. S. Paul Service neguleims require us to inspect the Meter
and in imp6m.DD test meta stamps, and requireyou to make the Meter and your
postage purchase recalls mdfa Receipt immediately evailsbk fa naminalm
and audit by the U. S. Postal Service or by m Upon inquest. We will perform
inspectitt of the Meter during year nommi business hours. You willRoOfy us
promptly if the Meter is to be moved from the Equipment fucalion You must
fair proper can of the Mew by creating that it is mn Only a it normal cote of
speed, =playing no unsuthaind ap htrsrm, priming plates a other devices,
using only, supplies meeting ow specifications and protecting It against physical
damage or misbcarOwnt. Failure to take proper cam orthe Meta may result in
your being inwived fa repair or Replacement costs, if repair Or replacement is
-
needed. you must Rally ism local disbletofffce promptly,
a. Rental Ch arse: Term If you m requisite it on page me, the mend
charge fa your use and possession of the Meta shag be included in your Total
-Quarterly Payment. .Otherwise; WCwill sevaatey Inroitt you. T)s was oflbis
Rental Agreement shag be the saw as the InitialLGax Term; provided, however,
the Nis Rental Alinement may be emcelled by either arthe Parties upon 30 days
prim written ration ses long as the Meter U returned in in in the sane condition it
was when we delivered it to you, reBmable weer and feu eettpwd. We may, In
our sole discrcretim, at my time 72 months after the commenccmens of the faint;
Leac Term, ere upon 30 days written notice to you, sloes the rental they: fm
your use and possetslm of the Mew. Which may result in m increase In your
TonalQuartay Payment AnysuthincmmewRlbemflecsdinywriomim
S. Reconcile if you breach this Remo Agreement or any other
agreement with was with PBCC, of if there is arty risk that me of Pone aedltOrs
will try to levy rpm or math the Meta, a if the U. S. Postal Service Modest
your Meter License, We may Immediately lerminae Nis Rental Agreement and
Teske the Meter. We may also recover all expenses Inured in en(reing par
rights under this Rental Agreement, including ears, seasonable rat net's fees
and imer it to the minimum extort permitted by kw. We der net gin lip aay
legal or equitable remedies we aherwlx would here by exorcising our rights
under this Rental Areement. To the extent permitted by isw, you agree that
upon repossewor, a M unt of the Meter tip us a the U. S. Pealil Service, we
shalt be entitled tip offset my woum of postage remalningon the Meter, prior to
any refund w you, againrr my amount &c us Or PBCC, whether under this
Rental Agreement or my otheragcamcnt with Peru.
g. Advance Postage Derma. Rext and Refund Arnw ell rents
The U.S. Petal Service is the depository of my adwee postage payment made
on your behalf far the purpose of messing the Meter. To text the Meier with
the POSTAGE BY PHONES retthingservices, you mast nuke a bekphme can
to the POSTAGE BY PHONES f=eting data center. Before your reset
tAmsclim em be completed, you must haw at least the amount of the reset
inefensnl in N Account (Acearne) with the U. S. Postal Service. We may, in
Our discrofmy temporarily advance funds to you in curer reset made item that
Accamt. if we do, you emee s repay ton advance acrd b pay a service lee ro
Aver out casts. Of you ban the Puwhac Powero' proton, PBCC may Rise
advmce such fends. subject to repayment by you, all under the terns and
conditions of your purchase: Powcr° account) Hyou desire to transfer funds to
the Account by wim vumfer, we will chug you a fee to cover oar costs In
elTeeting the whe ftnIfer. W YOU rest[ your Mcta with the POSTAGE BY
PI [ONES nu Ling services, you authalse us to came an croons equal to the
reset mCnantrus to be withdrawn Bom the Account. There will be a met ehage
mr each eomplewdtelephtme re5l trmsaclion. MOreNmaaewsetmaybemadc
Page 4
Pitney Bowes Inc. 8/25/2005 1:37 PAGE 005/006 www.PitneyBowes.com
Drs the Meter during the same can at no additional chair. Chores will be billed
quarterly in arrears. We Day Increase charge, and fees al arty time without
adwom notice. If your maer rental with the POSTAGE BY PHONEm resetting
services is discantlnued, a refund of any of your unused funds in the Accoonl
may be requested by writing to us. We will take the appropriate steps to
p[emptiy praccas your rcgaslwith the U. S. Postal Service.
s, ll'etStates Pot[ AW I l [ fDOW L By
alglmg above and agreeing to the same; and conditions of this Rental Agreement,
you represent that you have mad the following U. S. Pulled Service
Actrtowledgment of Deposit and arc famllier with its hams. You also ages to be - - -
bound by an the learn and conditions of the U. S. Postal Service
Admowledgmat of Deposit, m it may from lion W time be modifed, as i[ yon
a cuaallysignedthe U.S: Pouel Service Acimowlcdpnem ofDcyosit
U. S. POSTAL SERVICE ACENOWLEDG %KT OFDEPOSTT
I: The meet liccmee ("Customer") electing to lease and use
compuinbcd meter steeping system (CMRS') meter equipment hereby
aelmowledges thou it must vamfer funds in the United States Postal Service
("USPS'), through a lockbox bank ("lnekhox Bmk) fa the purpose of
pmpsymntof postageon CMRSsquipped meters ("Deposit").
2. On a afM the effective date of the Customer's participation in the
CMRS service contained in the Postage Meer Rental Agreement ('sCMRS
Agreement) between the Customer and the Meter Company authorized by the
Postal Smile to lean CMRS<quipped meters, the Customer may, from time to
time, make Deposits in the lockboa bank account idmtifiedas follows "United
States Postal Servile CMRS-PB." The LISPS may, at Its discretion, desigsrc
itvelf a a successor w recipient of Deposits by Ne CuRana..
3. Any Deposit made by the Customer shag be credited by the USPS
=lY to the paymmr of pails through CMRStquipped meson. Such IAppsiu
wig be held within she Postal Service Fund at the U.S. Treasury and may be
commingled with Deposits of other Customers, The Customer shall not receive
w be entitled many intcrator other iname earned on such Deposits.
4. The USPS will provide a refund W Use Oistsarser for ramaining meta
balances. The Lmidnm Bank will provide a refund to the Customer for deposits
- otherwise held by the USPS. These refunds eR provided in ¢rndence with lk
risks and regulations governing deposit of funds for CMRS, -published In the
Doi a nit Mail Manual Trmsiiim Beak Or its successor.
5. The LDOkbox Beek which shag callers funds on behalf of the USPS,
shell provide the Meta Company with whom the Customer has signed a CMRS
Agreement on each business day, information W to the mci of each Deposit
made to the USPS by the Customer, SO the Mercy Company can update Its
records.
6. The Meter Company may deposit funds on behalf of the Customer.
The USPS will make no advances. Any mletloship etnceming advmms is
between the Customer and the Meter Company,
T. The Customer acknewledrs that the lams of this acknowledgment
may be chanpd, modified, m revoked by the USPS, with appropriate notice.
B. USPS mgulatims goveming the depait of funds for CMRS me
published in the Domestic Mail Manuel Transition Book a its m enm. The
Customer acknowledges that it shall be object to all appliobk mks, regulations,
and orders of the USPS, Including ffrlum changes se such mks, mippalims and
onims, and such additional terse and conditions u may be determined m
accordance with applicable law, The USPS mils, regulations, and orders shall
prevail in the event of my conflict with my other reme and conditions applicable
to my deposit.
9. By alleging in any transaction through the L o dam [ Bank whim will
have cite effect of setting postage through CMRS meter equipment, the
Customers activities concerning CMKS me subject to this USPS
Acknewledgnent of Deposit
EQUIPMENT WARRANTY AND EQUIPMENT MAINTENANCE AND
SERVICE AGREEMENT
1. Incorporated Terns Definitions AR of the information m page
one of this document, inclidingmy proOidrA by you, 9 Ineopaeted by refacom
and made a pan of this Maintenance and Service Agreement ('"Smite
Ailm mane). She terms defined or described in peg one and in the Rental
Agreement shall haw the sane meaning in this SmiceAgmemnt.
R Warrantles Pitney Bows wamns the Equipment, PROMS end
Software kw by PBCC above (secluding eonaumable pmts and supplies) W be
ha from defect in mmteriel workmanahipa pmpsmsningfor 90 days following
delivery. If during this time the Equipmnt PROMS or Software faik to perform
according to mmursaur as specification lure resulting from ncidentor misuse),
Pitney Bowes will repair, or at their Vim, replace my such defective item, at
their own apense. PROMS and Software are pragammed with rates and
eoinputatim methods which may. be specific to a tarsier or regulated by a
gwemmem agency. if such rates or methods are chaogad by the carrier a the
agency within these 90 days, Pitney Bowu will update or replace affected
PROM's or Softwam to mllcct eutrent roes and methods. Pitney Rinses will
assume the obfsgafions stated herein, only if you operate UK Equipmnt PROM's
and Software in accordance with their published operating instructive, and only
for the Ordinary purpose fa which it was designed. THIS IS THE ONLY
WARRANTY APPLICARLE TO THE LEASE, THE EQUIP%Ill
PROM's AND SOFTWARE, AND IS EXPRESSLY IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER WARRANTY REPAIR OR
REPLACEMENT OF THE EQUIPMENT BY PITNEY BOWES 75 YOUR
SOLE REMEDY FOR BREACH OF WARRANTY. NO
RESPONSIBILITY IS ASSUMED BY PITNEY BOWES FOR ANY
DAMAGES INCURRED BY REASON OFTHE FAILURE OF THE
EQUIPMENT, PROM's OR SOFTWARE TO OPERATE AS INTENDED, .-
INCLUDING INCIDENTAL. CONSEQUENTIAL OR PLNTrlVE
DAMAGES.
3. Equipment Maintenance Service If you requested an page we
that EquipmrsaMaintcnanu be included in your Total Quarterly Payment, Pitney
Bowe ,grew to pmvide you, at no additional cosy with maintenance and
emergency repair service on the Equipment w mquimd due to normal wear and
tear. Depending on the nature of the Equipment we may, in our sale discralor,
service your Equiprnt by replacing it with new (a equivalem W new)
Equipment of Ike quillty. Maintenance in mpairs made necessary due in
negigeoee, misuse, ,lethal force, loss of electrical power, power Ructu stim,
nth-Pitney Bowes service a the use of supplies trot meeting our spcdfaatims
ate not covered, You ore also tespassibk for marine and presentative
maintenance such as cleaning You pray call Aar maintension a emergency
repair service during Pinney Bowes' normal Im unto hours at the telephone
number provided m pas one, Them will k no hourly chugs unless Pitney
Sevres perfomu stroke muside these hours.. Lubricants and other materials
needed to service Use Equipment (except cemumable supple, aid nee pngmrr
saftvvae for electronic states) will be provided without additional charge.
e. .. PROM or Disk Replacement. - If (a) you did not raimat that Son
Guad® a Saftwa r Maintenance be included in your Total Quarterly Payment,
or did so request but have eameded the number of PROM mplacmcnts provided
under any sue) applicable program, and (b) you did not declint automatic PROM
"plectrums by so indicating an page one, then your signature above is your
request that Pimcy Breves supply you automatically. and without further, mquesL
with replacement PROMS or disim embodying software or rate changes
("PROMs'), You ante so pay the then eternal list prim for each PROM
supplied. Them will be no charge fa PROMS supplied within 90 days after the
Equipment is first installed. Pimcy Bowes does not undertake to provide PROM;
whenever there is a change in a carrier's service coverage. Pimcy Bowes Inc.
walrmsls to you, m original purchaser, that all PROMS will be foe from dermts in
material or worlanusship when used under normal operating conditions for e
period of 90 days from the date the Equipment is first imilled. Your remedy for
any breach of that warrainly is limited to replacing any PROMS which
examination shell disclose to Pitney Bowes' messomble setkBetim me defcRiw
in material or workmanship and that such condition his no been caused by
icuidcnt a misuse. The failure of room embodied in PROMS W cmfarrr m
published rate, a a resuh ofcarria rate changes alas ram comthum a defect.
S. Soft-dus ¢. if you requested that Soft-GuarddD be included in yswr
Total Quarmdy Payment, Pitney Bowes will provide you, at gem additional post,
with up to mice PROM rcphcemms each year (a 12-tronth period comm,"ing
m the first day of Ne initial Lenz Tam) if the repbon, nt ,,In from postal
or carrier rate inw, ass or deaaxs, changes in service provided by curlers
(eg, required new repot fam us, or pographical m pas ions), or Zip Code a
zone changes. If my PROM replacement results fmm custom net chmgrs, new
classes Drum'= offered by noriers, m new PROM, needed W evebish anew
bane Zip Code Because oft change in equipm an location, it will Dot be rw and
by Saft-Ouard* and you apple to pay the then current list prise for each such
PROMiop?p cc-c L
D': Solemn Maintameca If you xquntcd that Software
Maintenance be included in you Taal Quarters Payment Pimcy Bowes mil
provide you, at no additional coal, with updated version, i.e., saes and mina
enhancements (excluding postal or carrier rate chaps, Zip D, mOe chimps, and
chsng;s in Service provided by amrkrs), Of any software programs included in the
Equipment and limned to you by Pitney Bowes. If you upgrade D, a newulease,
ie., males enhoncermems andro new furesurafty, of any such wpwmc
pmgrsms, the mfty m maintenance provided under this p sipaph may be
Page 5
Pitney Bowes Inc. 8/25/2005 1:37 PAGE 006/006 www.PitneyBowes.com
,mshencd ro Inc new release at the then currant subscription fee for the new
reteme less a credit for fees previously paid. Pitney Bowes may shot a change
List services provided under this paragraph, o lerminarc such services, or Its
diaret, and without prior notice to you. If Pitney Bowes terminates such
urvtcec les role obligulm to you shall be a pm rata refund of your subscription
fee. The t,,ninotim or breach by you of any applicable software I'saeme
agreement with Pinney Bowes shall outOwI iea6y mull in the termination Of Bit
mft,w, mainteesnee services to be provided under this paragraph. All software
maintenance seniors provided by Pitney Bowes are subJecl to the term and
conditions of my applimble mfiwuc license Agreement
7. AuthOHty' Aceeothnce yaw signature above is Finley Bwn'
essurmcc that you have ttc authority to enter into this Service Agmemmt Rod
request that Piincy Bowes provide you with the maintenanu and/or service
requested on the appli kme provided shave. Pllney Braves' amxpanceis
sigeifuedwhen ow euthaiad invaice is issued or we weeptymu payment.
L . Remedies- Waiver of Riaha If you breach any applicable term of
this or any other agreement with us our PBCC, we may imasediatcb terminate this
Service Agreement We may also =met all ecperum, Incurred in enforcing our
rights under this Service Agreement, including reasonable alto myi fen and
interest to the maximum exwnt permitted by law. IN NO EVENT SHALL WE
BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL SPECTAt,
EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY RIND
WHATSOEVER AND HOWEVER CAUSED, OR FOR ANY LOST PROFITS,
RAVINGS, OR REVENUES OF ANY KIN0. OR FOR LAST DATA OR
DOWNTIME, EVEN IF WE KNIW OR SHOULD HAVE KNOWN OF THE
POSSUlnjTV OF SUCH DAMAGES
PURCRkSE POW ERM AGREEMENT
1. Incorporated Teresa; Definitions, The terms defined on par. one
and In the Lease shag have the same meaning in Ibis Porch= Powcr"'
Agreement. "Account" meets yew Purchase Power'" Amount You will
receive additimd materials incldsng moue dataiLd tethro cod emditints from
time to time emcerning the Purchase Powersu program. "Agreement" includes
the tans and conditions sated below, together with such additional terms and
wndilims which may amend, supplement w replace the following in their
ent'uety. Each time yen use the Pureha c Powcr3m you arc signifyieg
your funhcraccepanceof the Agreement thm in effect.
3. Bow Purchase Power" Works. Ifyceamparicipmmilin Purchase
Powerm", each time a meler ram, office supply, ce other service is Ordered
througothe Purchase Powers" program byyou our an employ= m agent of your
with express, Implied a apparent sulhairy to do so (an aAuthmized User'), your
Account nummatiwGy will be charged for the atmunt of postage, produces and
services requested and the related toes, If applicable. We may lima requests by
Authorized Users, and you agree to be liable fm all such products and services
provided upat the request of w Authaind User, until we receive written limits
from war revoking such authority. Purchase Peweru" is not avalabk to
Individuals for personal, family m household purpmes. You will receive abilling
statement for cub billing cycle in which you hart my activity an your AemunL
You promise to pay the Most amount of all such Meer muss allies supplies and
Other services which you a an Authorized User order, and applicable fees due
under min Agreement. Payment we due by the due done shown on your billing
s accent. You may pay the entire baance due or a potim of the balance,
provided that you pay or least the minimum payment shown on the rmenenl In
the event of a partial payment, you will be made a two for the unpaid balance
most the lams of Swim S below.
3. Deferred Payment Term. Whenever them IS an unpaid balance
oubtanding an yam Amount which Is not paid In Nil by the due due shown m
your billing staMCmcnt, the outstanding balance will be deemed to be a tom to you
!rant The Piracy Bowes Hank (thc "Bank"). The Bank will charge you, and you
agree to pay, Ifflueston the unpaid baanceafrhe Account from time to time, for
each day from de date the transaction is posted to your Account until the dale the
unpaid balance is paid in full, a the Annual Percentage Raw (dc fined below). The
Account balance that is subject to a finance charge each day will include
outstanding helmets, minus my paymtna end credits received by the Bank an
your account that day, excluding mpold interest and fees. The Annual
Percentage Rate applicable to your Account will be equal to nine percentage
points (q%) plus the rprimz rarer from time to time in eRcct as published in The
%'d/S _l Joarmcl, the Awvwf Pc,arag Aare to change as and when the
"prine rate" changes, provided tha the Annual Pereenage Raw m your Account
will ram exceed the mast permitted by applicable law. Each payment that you
make will be applied 0o reduce the mastmding balance of your Account and
mpkaish your msiable credit line. PBCC and/or the Bank may refuse to extend
furl tf credit if the MaMM of s requested charge plus your existing balance
=cecd5 yaw credit hro.
0. Aceomi Charm Unleriprohibimdbyspplial,1912w, youagreeto
pay the fees and charges set forth in the Agreement ru bdingwithmt limiratim,
the fen and charges relating to (a) your failure to pay in atimely mouser, (b) your
exceeding your credit line; (c) trmactim fees. If applicable, and (d) fees
attributable to the return of any checks that you give to us an payment of your
Account. Unless prohibited by applicable law, the Bank may charge )on and you
Won In pay the Banks ices then in effect for ropier of rtue ts, Perwal3 ld!
business ehaks and o6armi mod services provided by the Amcor.
S. Account t}neetlation and SuMensiaa PBCC may or any Lime
time or suspend your Account a aMpatan'ly refuse to allow further cherr.s to
your AcenuM. You can caned your Account by notifying PBCC in writing No
rancegatah or suspension will affect your obligator to pay my amounts you then
owe under the Apear
f. Ivennorper
Default U you fail to meet my obrptiw due under the
Agreement a MY Other erg to with PBCC or its affiliates, PBCC and/or the
Bank as Bpprrabk, may daYm an ham, kases, w other a[pstments you have
with PBCC, the Bank or other of their affiliaes, due and payable at cost without
notice or demand, and PBCC and/or the Bank may exercise any Other rights it
has. The Bank may also dechm you in defauh if you (a) have made my
rahmpresentetims to the Bank or (b) at anytime. have done a allowed anything
that indicates to the Bank that you may be unable m unxyiT1wg to repay the
balance of yaw Account at required under the Agreement. If you are in default,
or upon cancellation of yaw'Aceeunt whether such emectatlat was made by
you, PBCC or the Bank neither PBCC nor the Bank is obhaaxd to continue to
provide the Purchase Power service or extend further credit under this
Agreeetfnt If PBCC a the Book is required to take collection action Many
other legal action under the Agreement or any other agreement you haw: with
PBCC, the Bmk or my affrlam, you agree to Pay all court and coliemim costs
and reasonable morneys fns:
7, Amendmenxtothis Aereeawnr. PBCCandorthe Bankanmaad
this Agreement or my of its pmviens u my time by written notice to yru. Any
amendment will became cffcctiw an the date stated in the notice and will apply
to my mhestanding balance an your Account PBCC may terminus Purchase
Pwerwganytirse. PBCC will ow;fyyom in the cvemofanytcrminatim. Any
wntandingobligation will survive termination of this Agreement.
g. ArIlacellmemu Upen the mqunt of PBCC our the Bmk you"u
tlunah such parry with anent MBnclilaml other infamatiOn, Indudingyanr tax
identifrcntim number. You understand that PBCC and/or the Bank may chain
credit repay in co mctiah with yaw Account now and in the Imum. In addidm,
my principal ow em. aRmr a gummta signing an arty documents executed in
cmnectim with your Aerount agrees to furnish financial and other information
requested now a In the future including his or her social security number. and
authai m, PBCC and/or give Bank to obtain one or moue consumer credit reports
an him or her In connecting herewith and my credit extended a a result bared..
PBCC sudlor the Bank may acceptlam payments, partial payments, or el st6 and
money ado marked "payment in fur", without compromising my lights under
this Agreement. PBCC writer the Bank con choose ram to exercise w to delay
enforcement of my of their rights under this Agreement cold at eamigm musing
thew PBCC and/or the Bank may msipr your Account and Ibis Agreement and
any rights under this Agrccmrns w a third party without mtim. You may oat
assign this Agreemenl. If my pravisim of this Agreement is held avoid or
uncnfaceable, all other provhlerts will remain in fug fora end effect. Th'D
Agreenem shill be govemcd byroad construed in accaduce w th the laws of ton
Sure of Utah and applicable federal law.
PBCC Farm 13356 (Rev. 312002)
Page 6
CERTIFICATE OF SERVICE
I, Charles V. Curley, hereby certify that I caused a true and correct copy of the
Answer, New Matter and Counterclaim to be served via U.S. First Class mail on
September 14, 2004 on the following:
Hillary A. Dean, Esquire
Martson Deardorff Williams &
10 East High Stree'
Carlisle, PA 17013
Dated: I L (q 16C
5487
f
?D
1<1 91,PSVDATAFIILVGcncralACurrentA9593J.anmccnm
Crc Wd: 9119/05 5:44PM
liwivd: 92=115 4m1PM
Carl C. Risch, Esquire
Attorney I.D. Number 75901
Hillary A. Dean, Esquire
Attorney I.D. Number 92878
MARTSON DEARDORFF WILLIAMS & OTTO
Ten East High Street
Carlisle, PA 17013
717-243-3341
Attorneys for Plaintiff
HOFFMAN MATERIALS, INC.,
Plaintiff
V.
PITNEY BOWES CREDIT
CORPORATION,
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 05-385-6 CIVIL TERM
396-(o
PLAINTIFF HOFFMAN MATERIALS. INC. REPLY TO
DEFENDANT'S NEW MATTER AND COUNTERCLAIM
AND NEW MATTER
TO: PITNEY BOWES CREDIT CORPORATION, Defendant, and its attorney, CHARLES
V. CURLEY, ESQUIRE
YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE
ENCLOSED NEW MATTER WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF
OR A JUDGMENT MAY BE ENTERED AGAINST YOU.
Plaintiff, Hoffman Materials, Inc., by and through its attorneys, MARTSON DEARDORFF
WILLIAMS & OTTO, hereby responds to Defendant's New Matter and Counterclaim as follows:
NEW MATTER
22. Denied. Paragraph 22 is a conclusion of law to which no response is required.
23. Denied. Paragraph 23 is a conclusion of law to which no response is required.
24. Denied. Paragraph 24 is a conclusion of law to which no response is required.
25. Denied. Paragraph 25 is a conclusion of law to which no response is required.
26. Denied. Paragraph 26 is a conclusion of law to which no response is required.
COUNTERCLAIM
27. Admitted.
28. Admitted.
29. Admitted in part and denied in part. It is admitted that Exhibit "A" is a copy of a
Lease agreement. It is specifically denied that Hoffman entered into a valid equipment lease with
PBCC.
30. Hoffman lacks knowledge or information sufficient to form a belief as to the truth of
the averment of paragraph 30.
31. Denied. The lease speaks for itself.
32. Admitted in part and denied in part. Hoffman admits that paragraph 2 of Exhibit "A"
reads as stated in paragraph 32. All other averments of paragraph 32 are specifically denied. The
lease speaks for itself.
33. Admitted in part, denied in part. It is admitted that Plaintiff has refused to make
certain payments as demanded by Defendant. It is denied that Plaintiff is obligated to make those
payments as demanded.
34. Denied. Paragraph 34 is a conclusion of law to which no response is required.
35. Denied. Paragraph 35 is a conclusion of law to which no response is required.
36. Denied. Paragraph 36 is a conclusion of law to which no response is required.
37. Denied. Paragraph 37 is a conclusion of law to which no response is required.
WHEREFORE, Counterclaim Defendant Hoffman Materials, Inc. demands judgment in its
favor and against counterclaim plaintiff Pitney Bowes Credit Corporation in an amount less than
$50,000.00 plus interest, costs and attorneys' fees.
PLAINTIFF HOFFMAN MATERIALS, INC.'S NEW MATTER
38. The Plaintiff incorporates paragraphs 1 through 37 as if fully set forth herein.
39. The Counterclaim fails to state a claim upon which relief may be granted.
40. Defendant Pitney Bowes breached the equipment lease it signed with Plaintiff by it's
failure to provide Plaintiff with a working piece of a equipment.
41. The equipment lease was signed by Judy K. Brill, an employee of Plaintiff who had
no agency or authority to sign adhesion contracts on behalf of Plaintiff.
42. Any lease between Defendant and Plaintiff is therefore unenforceable and void.
WHEREFORE, Plaintiff Hoffman Materials, Inc. demands judgment in its favor and against
Defendant Pitney Bowes Credit Corporation in an amount less than $50,000.00 plus interest, costs
and attorneys' fees.
MARTSON DEARDORFF WILLIAMS & OTTO
t -ItU, 0) ' / V 0 ?J
By , -
arl C. Risch, qu re
Attorney I.D. Number 75901
Hillary A. Dean, Esquire
Attorney I.D. Number 92878
Ten East High Street
Carlisle, PA 17013-3093
(717) 243-3341
Attorneys for Plaintiff
Hoffman Materials, Inc.
Date: October 5 , 2005
Oct 03 05 03:46p Xeco 4355862796 p.2
VERIFICATION
I, Ruth Ann Mickelson of Hoffman Materials, Inc., acknowledge I have the authority to
execute this Verification on behalf of Hoffman Materials, Inc. and certify the foregoing Reply
is bns.-d upon information `vhich has been gathered by my counsel in the preparation Ufthe lawsuit.
The language of this Complaint 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.
HOFFMAN MATERIALS, INC.
- ail
Ruth Ann Mickelson
(J ??
- Q
c-o
(
cn T7
n _?
I l Tl
L i???
i U7 '"j ?'-.
_. GC?
- ?(rf
_.?
_ • U1 77
4
HALBERSTADT CURLEY, LLC
By: Charles V. Curley
Attorney I.D. No. 60486
1100 E. Hector Street, Suite 425
Conshohocken, PA 19428
610 834 8819 (ph)
610 834 8813 (fx)
Attorneys for Plaintiff
HOFFMAN MATERIALS, INC.
Plaintiff,
V.
PITNEY BOWES CREDIT
CORPORATION
Defendant.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
NO. 05-3856 39 sb
REPLY TO NEW MATTER TO COUNTERCLAIM
Counterclaim plaintiff Pitney Bowes Credit Corporation ("PBCC"), through its
undersigned counsel, hereby responds to counterclaim defendant Hoffman Materials,
Inc.'s ("Hoffman") New Matter as follows:
38. The corresponding averment requires no response.
39. Denied as a conclusion of law to which no response is required.
40. Denied. It is denied as a conclusion of law that PBCC breached the lease.
It is denied as stated that PBCC failed to provide Hoffman with a working piece of
equipment. To the contrary, upon information and belief, Hoffman received a fully
operable piece of equipment from the vendor, Pitney Bowes, Inc.
41. Denied as a conclusion of law to which no response is required.
42. Denied as a conclusion of law to which no response is required.
WHEREFORE, counterclaim plaintiff Pitney Bowes Credit Corporation demands
6055
judgment in its favor and against counterclaim defendant Hoffman Materials, Inc. in an
amount less than $50,000.00 plus contractual interest, costs and attorney's fees, and such
other and further relief as the Court deems appropriate.
Date: ?d 2? GS
6055
OCT 24 2005 03:46 FR PB LEGAL DEPT 203 351 7756 TO 916102343813 P.02i02
a?
VERIFICATION
I, Jeff Jacobson hereby verify that I am a Vice President of Transactional Finance
with Pitney Bowes Credit Corporation; that I am authorized to make this verification; and
that the factual statements contained in foregoing Reply to New Matter to Counterclaim
are true and correct to the best of my knowledge, information and belief. I understand
that the statements herein are made subject to the penalties of 18 Pa. C.S.A.§ 4904
relating to unswom falsification to authorities.
Date: "0/2 - /o d
6033
eff aco on
** TOTAL PRGE.02 **
L
HALBERSTADT CURLEY, LLC
By: Charles V. Curley
Attorney I.D. No. 60486
1100 E. Hector Street, Suite 425
Conshohocken, PA 19428
610 834 8819 (ph)
610 834 8813 (fix)
Attorneys for Plaintiff
HOFF IAN MATERIALS, INC.
Plaintiff,
V.
PITNEY BOWES CREDIT
CORPORATION
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
PENNSYLVANIA
NO. 05-3856
Defendant.
CERTIFICATE OF SERVICE
I, Charles V. Curley, hereby certify that I caused a true and correct copy of the
Reply to New Matter to Counterclaim to be served via U.S. First Class mail on October
24, 2005 on the following:
Hillary A. Dean, Esquire
Martson Deardorff Williams & Otto
10 East High Street
Carlisle, PA 17013
Dated: ?d_f r
6055
S?n
(_" 1
.-?
?
,
.
?.
E'
?.:._ .??
Curtis R. Long
Prothonotary
Office of Me Protoonotarr
(Cumberfa nb Couutp
Renee K. Simpson
Deputy Prothonotary
John E. Slike
Solicitor
?_CIVIL TERM
ORDER OF TERMINATION OF COURT CASES
AND NOW THIS 29TH DAY OF OCTOBER 2008 AFTER MAILING NOTICE OF
INTENTION TO PROCEED AND RECEIVING NO RESPONSE - THE ABOVE
CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA
R C P 230.2
BY THE COURT,
CURTIS R. LONG
PROTHONOTARY
One Courthouse Square • Carlisle, Pennsylvania 17013 • (717) 240-6195 • Fax (717) 240-6573