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HomeMy WebLinkAbout06-1201 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW 215 S. Carlisle Street R.D. #2 Box 3 New Bloomfield, PA 17068, No. (?P a f 0? Plaintiff, V. Donald E. Slike 100 E. Lauer Lane Camp Hill, PA 17011 Donald E. Slike, trading as, DES Associates, a Pennsylvania Limited Partnership 1302 Slate Hill Road Camp Hill, PA 17011 Timothy J. Slike 1901 Louisa Drive Mechanicsburg, PA 17055 Christopher L. Slike 110 Wildflower Drive Carlisle, PA 17013 Evergreen AutoPark, Inc. 4100 Carlisle Rd Dover, PA 17315 Defendants. PRAECIPE FOR WRITS OF SUMMONS TO THE PROTHONOTARY: 238101 Please issue writs of summons against Donald E. Slike, Donald E. Slike trading as DES Associates, Timothy J. Slike, Christopher L. Slike, and Evergreen AutoPark, Inc., defendants in the above captioned matter. submitted, e Victor P. Stabile,`Esgdir& DILWORTH PAXSON LLP 112 Market Street, 8`h Floor Harrisburg, PA 17101 (717) 236-4812 DATED: February 28, 2006 23810_1 r'? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW 215 S. Carlisle Street R.D. #2 Box 3 New Bloomfield, PA 17068, / No. O(P- 0-Gr Plaintiff, V. Donald E. Slike 100 E. Lauer Lane Camp Hill, PA 17011 Donald E. Slike, trading as, DES Associates, a Pennsylvania Limited Partnership 1302 Slate Hill Road Camp Hill, PA 17011 Timothy J. Slike 1901 Louisa Drive Mechanicsburg, PA 17055 Christopher L. Slike 110 Wildflower Drive Carlisle, PA 17013 Evergreen AutoPark,Inc. 4100 Carlisle Rd Dover, PA 17315 Defendants. WRIT OF SUMMONS To: Donald E. Slike, Donald E. Slike, trading as DES Associates, Timothy J. Slike, Christopher L. Slike, and Evergreen AutoPark, Inc. 23810_1 You are hereby notified that L. Curtis Barber, Inc. t1d/b/a Curtis Ford Mercury has commenced an action against you. Date: Febni*,608 Name of Prothonotary By: (Deputy) Seal of the Court 238101 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY 215 S. Carlisle Street R.D. #2 Box 3 New Bloomfield, PA 17068, Plaintiff, V. Donald E. Slike 100 E. Lauer Lane Camp Hill, PA 17011 Donald E. Slike, trading as, DES Associates, a Pennsylvania Limited Partnership 1302 Slate Hill Road Camp Hill, PA 17011 Timothy J. Slike 1901 Louisa Drive Mechanicsburg, PA 17055 Christopher L. Slike 110 Wildflower Drive Carlisle, PA 17013 Evergreen AutoPark, Inc. 4100 Carlisle Rd Dover, PA 17315 Defendants. CIVIL ACTION - LAW No. 06-1201 CIVIL PRAECIPE TO REINSTATE WRIT OF SUMMONS TO THE PROTHONOTARY: 239921 Please reissue a writ of summons against the defendant Timothy J. Slike, defendant in the above captioned matter, and forward the same to the Sheriff for service. An original writ is attached for the reissuance. Respectfully submitted, Victor P. Stabile, Esquire DILWORTH PAXSON LLP 112 Market Street, 8th Floor Harrisburg, PA 17101 (717) 236-4812 DATED: May 9, 2006 23992_1 c- C) F _ cj Om C D SHERIFF'S RETURN - NOT FOUND CASE NO: 2006-01201 P COMMONTWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND L CURTIS BARBER INC TDBA CURTI VS SLIKE DONALD E ET AL R. Thomas Kline Sheriff or Deputy Sheriff, who being duly sworn according to law, says, that he made a diligent search and inquiry for the within named DEFENDANT SLIKE TIMOTHY J but was unable to locate Him in his bailiwick WRIT OF SUMMONS He therefore returns the NOT FOUND , as to the within named DEFENDANT SLIKE TIMOTHY J 1901 LOUISA DRIVE MECHANICSBURG, PA 17055 DEFENDANT HAS NOT LIVED AT 1901 LOUISA DRIVE FOR OVER A Sheriff's Costs: So answers Docketing 6.00 ! ! Service 8.80 Not Found 5.00 R. Thomas Kline Surcharge 10.00 Sheriff of Cumberland County .00 29.80 DILWORTH PAXSON 03/27/2006 Sworn and subscribed to before me this (-1 "1'- day of I" A. D. Prothonotary SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2006-01201 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND L CURTIS BARBER INC TDBA CURTI VS SLIKE DONALD E ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT to wit: EVERGREEN AUTOPARK INC but was unable to locate Them in his bailiwick He therefore deputized the sheriff of YORK County, Pennsylvania, to serve the within WRIT OF SUMMONS On March 27th , 2006 , this office was in receipt of the attached return from YORK Sheriff's Costs: Docketing 6.00 Out of County 9.00 Surcharge 10.00 Dep York County 27.90 nn J G J U 03/27/2006 DILWORTH PAXSON Sworn and subscribed to before me this 1'1 ?' day of attV 4 A. D. So answe R. Thomas Kline Sheriff of Cumberland County Prothonotary SHERIFF'S RETURN - REGULAR CASE NO: 2006-01201 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND L CURTIS BARBER INC TDBA CURTI VS SLIKE DONALD E ET AL VALERIE WEARY Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS SLIKE DONALD E T/A DES ASSOCIATES DEFENDANT was served upon the , at 1420:00 HOURS, on the 13th day of March , 2006 at 1302 SLATE HILL ROAD CAMP HILL, PA 17011 by handing to JULIE BARR, OFFICE CLERK, ADULT IN CHARGE a true and attested copy of WRIT OF SUMMONS together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service 12.32 Affidavit .00 Surcharge 10.00 .00 28.32 Sworn and Subscribed to before me this /7 f-? day of ?YV Ln y, of yOG A.D. So Answers: R. Thomas Kline 03/27/2006 DILWORTH PAXSON By: & Deputy Sheriff Prothonotary SHERIFF'S RETURN - REGULAR CASE NO: 2006-01201 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND L CURTIS BARBER INC TDBA CURTI VS KE DONALD E ET AL RONALD HOOVER Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon SLIKE CHRISTOPHER L the DEFENDANT , at 1935:00 HOURS, on the 20th day of March , 2006 at 110 WILDFLOWER DRIVE CARLISLE, PA 17013 by handing to CHRISTOPHER SLIKE a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service 7.04 Affidavit .00 Surcharge 10.00 .00 23.04 Sworn and Subscribed to before me this 17 ° day of /emu .oUG A. D. So Answers: R. Thomas Kline 03/27/2006 DILWORTH PAXSON By: Deputy She-tiff Prothonotary SHERIFF'S RETURN - REGULAR CASE NO: 2006-01201 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND L CURTIS BARBER INC TDBA CURTI VS SLIKE DONALD E ET AL CPL. TIMOTHY REITZ Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon SLIKE DONALD E the DEFENDANT at 1424:00 HOURS, on the 17th day of March , 2006 at 100 E LAUER LANE CAMP HILL, PA 17011 by handing to ROSE SLIKE, WIFE a true and attested copy of WRIT OF SUMMONS together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 24.64 Affidavit .78 Surcharge 10.00 .00 53.42 Sworn and Subscribed to before me-y this /I ?'- day of b6 ?. A.D. _r Prothonotary So Answers: R. Thomas Kline 03/27/2006 DILWORTH PAXSON BY 'D putt' Sheriff COUNTY OF YORK OFFICE OF THE SHERIFF S(R )771-%AO;L 45 N. GEORGE ST., YORK, PA 17401 SHERIFF SERVICE PROCESS RECEIPT and AFFIDAVIT OF RETURN 1 L. Curtis Barber Inc t/d/b/a Curtis Ford Mercury : --7201 civil 3. DEFENDANTISI . TYPE OF WRIT OR COMPLAINT Donald E. Slike et al writ of Summons WOSUM SERE 5 NAME OF INDIVIDUAL, COMPANY. CORPORATION, ETC TO SERVE OR DESCRIPTION OF PROPERTY TO BE LEVIED, ATTACHED, OR SOLD Evergreen AutoPark Inc 6. ADDRESS (STREET OR RFO WITH BOX NUMBER, APT NO., CITY, BORO. TWIP. STATE AND ZIP CODE) AT 4100 Carlisle Road Dover, PA 17315 W-7- a f:- v b .tf t:?,S_5 7. INDICATE SERVICE'. U PERSONAL U PERSON IN CHARGE DEPUTIZE U C RT. MAIL L 'T CLASS MAIL U POSTED U OTHER NOW March 9 .20 06 I, SHERIFF OF UNTY, PA, do hereby deputize the sheriff of Yor COUNTY to execute this Wr' SHERIFF return th cording to law. This deputization being made at the request and risk of the plaintiff., rat<? HERIFF OF V@MMOUNTY 6. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING F6"CEO F COUNTY Cumberland ADVANCE FEE PAID BY CUMBERLAND CO. SHERIFF Please mail return of service to Curnberland County Sheriff. Thank you. NOTE: ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN -Any deputy sheriff levying upon or attaching any property under within writ may leave same vd91oul a Watdarlan, in Custody of whomever is found in possession, after notifying person of levy or attachment. without hablity, on the pan of such deputy or the sheriff to any plaintiff herein for any loss, destruction. or removal of any property before shenfrs sale thereof. 9. TYPE NAME and ADDRESS of ATTORNEY I ORIGINATOR and SIGNATURE VICTOR P. STABILE TELEPHONE NUMBER 11. DATE FILED 112 MARKET ST, 8th FLOOR, HARRISBURG, PA 17101 717-236-4812 3/2/2006 12. SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: (This area must be completed 0 notice is to be mailed). CUMBERLAND COUNTY SHERIFF 13. 1 WuwwkAge receipt of the wm -- 14. DATE RECEIVED 15. Expiration/Hearing Dale or complaint as Indicated above. M J M C G I L L Y C S D 3/13/2006 14/1/2006 16. HOW SERVED: PERSONAL( ) RESIDENCE ( ) POSTED( ) POE ( ) SHERIFF'S OFFICE ( ) OTHER ( ) SEE REMARKS BELOW 17. O 1 hereby certify and return a NOT FOUND because I am unable to locate the individual, company, etc. named above. (See remarks below.) 18. NAME AND TITLE OF INDIVIDUAL SERVED I LIST ADDRESS HERE IF NOT SHOWN ABOVE (Relationship to Defendant) 19. Date of Service 20 Time or Service Time I Miles Llnt. I Date I Time I Miles I Int. I Date I Time I Miles I Int. Date Time Miles Int. Date Time Miles Int. &Y. V) cr?j -0 bgZx"Il-? n 21 Advance Costs Service Coats 2 WF 28. cage 27. Postage 28. Sub Total 29. Pound 30. Notary ]t. Surchg. 72. 7d. Cruls 37 Costs Due and ack_Ng 100.00 vo 9o Sa a 0 7a.? 1Q}=, 34. Foreign CoaMy Cosh 35. Advance Costs 36 Service Costs 37. Notary Cart . 39. Mileage/Postage/Nei Found 39. Total Costs 40. Casts Due" Refund 41. AFFIRMED and subscribed to betty ie SO ANSWERS V 42 day of March 20 Q6s3 p hire of 45. DATE . . T e S Dep. Sheriff ea? ?H.?dNO?ARr COMMONWEALTH OF`PErmSYLVANIA 46. SignaarcofYcrk Count' Sherri vh- * 47. DATE NOTARIALSFAL For William M Hose, Sherif 3/22/06 LISA L. BOWMAN, NOTARYPUSLIt; 46 Signature ofForngn 49 DATE CITY OF YORK, YORK COUNTY County Sheriff 0. l ACKN 5 OF AUT ATURE 51. DATE RECEIVED 1 . WHITE - %SWQ Authority 2. PINK - Attorney 3. CANARY - Sheriffs Office 4. BLUE - Snentrs Office COUNTY OF YORK OFFICE OF THE SHERIFF SERVICE CA60LL 45 N. GEORGE ST., YORK, PA 17401 SHERIFF SERVICE V PROCESS RECEIPT and AFFIDAVIT OF RETURN L. Curtis Barber Inc t/d/b/a Curtis Foul Mercury] 2 COURTNM1201 civil -_ V M Donald E. Slike et al I Writ of SurTons W0SUM SERVE 5 NAME OF INDIVIDUAL, COMPANY. CORPORATION, ETC TO SERVE OR DESCRIPTION OF PROPERTY TO BE LEVIED, ATTACHED. OR SOLD Evergreen AutoPark Inc 6. ADDRESS (STREET OR RFO WITH BOX NUMBER, APT NO., CITY, BORO. TwP.. STATE AND ZIP CODE) nn AT 4100 Carlisle Road Doves, PA 17315 ?T YJ v S,A! 7. INDICATE SERVICE{ ? PERSONAL _ ? PERSON IN CHARGE DEPUTIZE C T. IL U 1ST CLASS MAIL U POSTED 'J OTHER NOW March Yo9 (4 rk 20 06 I, SHERIFF OF OUNTY, PA, dohereb'y deputize the sheriff of COUNTY to execute this ?Ifit?rt?dce return th cording to law. This deputization. being ynade at the request and, risk gkthe p1pint)ff z- 1911MIFF OF LINTY. - - 8. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SPUTE 0 F C 0 U N T Y Ctn ADVANCE FEE PAID BY CUMBERLAND CO. SHERIFF Please mail return of service to Cumberland County Sheriff. Thank you. NOTE: ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN -Any deputy sheriff levying upon or attaching any property under within writ may leave same without a watchman. in custody of whomever is found in possession, after notifying person of levy or attachment, without liability on the part of such deputy or the sheriff to any plaintiff herein for any Ides. destruction, or removal of any property before sheriffs sale thereof. 9. TYPE NAME and ADDRESS of ATTORNEY / ORIGINATOR and SIGNATURE VICTOR P. STABILE, ES 10. TELEPHONE NUMBER 11. DATE FILED 112 MARKET ST, 8th FLOOR, HARRISBURG, PA 17101 717-236-4812 3/2/2006 12. SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW' (This area must be completed a notice is to be mailed). CUMBERLAND COUNTY SHERIFF 13. 1 atknOWAdpe receipt of the writ 14. DATE RECEIVED 15. Expiration/Hearing Date cr complain as indicated above. M J M C G I L L Y C S O 3/13/2006 14/1/2006 16. HOW SERVED: PERSONAL( ) RESIDENCE ( ) POSTED( ) POE ( ) SHERIFF'S OFFICE ( ) OTHER ( ) SEE REMARKS BELOW 17. O I hereby ceray and return a NOT FOUND because I am unable to locate the individual, company, etc. named above. (See remarks below.) 18. NAME AND TITLE OF INDIVIDUAL SERVED / LIST ADDRESS HERE IF NOT SHOWN ABOVE (Relationship b Defendant) 19. Date of Service 20 Time of Service n. A11 eMrr StyMe I lime I Mye I..IntI Date I Time] Miles Int I Date I Time riles I Int I Date I Time [Mlles I Int. I Date I Time I Miles I Inl_ I Dale Time Mutes Int. U)ci 3. Advance Costs 2t4, Service Costs NIF 12 M aQa 27. Postage 100.00 "I-UC% W .10 4. Foreign County Costs 35. Advance Costs 36 Service Costs 37. Notary 41. AFFIRMED and subscribed to bell 42.d-ay-of l1arci120 -0?3._ Iry 31. SurMg. 32. TO Cpsls 1 33 S.DUe? Rpluno Found 39. Total Costs 40. Coats Due or SO ANSWERS 45. DATE 46. Signature of York 47. DATE Counrg F011 l,?Mian ri Ilose,Sheriff 7/22/06 48. S.onatureof Forennr en Hero w. [ACKNOWLEDGE RECEIPT OF THE SHERIFF'S RETURN SIGNATURE 51. DATE RECEIVED OF AUTHORIZED ISSUING AUTHORITY AND TITLE 1 WHITE - Issuap Authority 2 PINK - Attorney 3. CANARY Sheriffs Office 4 LUE - Sharers Ohre _ aj IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW 215 S. Carlisle Street R.D. #2 Box 3' New Bloomfield, PA 17068, No. [?P Plaintiff, V. Donald E. Slike 100 E. Lauer Lane Camp Hill, PA 17011 Donald E. Slike, trading as, DES Associates, a Pennsylvania Limited Partnership 1302 Slate Hill Road Camp Hill, PA 17011 Timothy J. Slike 1901 Louisa Drive Mechanicsburg, PA 17055 Christopher L. Slike 110 Wildflower Drive Carlisle, PA 17013 Evergreen AutoPark, Inc. 4100 Carlisle Rd Dover, PA 17315 Defendants. PRAECIPE FOR WRITS OF SUMMONS TO THE PROTHONOTARY: 238101 Please issue writs of summons against Donald E. Slike, Donald E. Slike trading as DES Associates, Timothy J. Slike, Christopher L. Slike, and Evergreen AutoPark, Inc., defendants in the above captioned matter. submitted, Victorle, sq 'r DILWORTHPAXSON LLP 112 Market Street, 8m Floor Harrisburg, PA 17101 (717) 236-4812 DATED: February 28, 2006 23810_1 4 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW 215 S. Carlisle Street R.D. #2 Box 3 New Bloomfield, PA 17068, Plaintiff, No. O(- / ) a 1 C': V. Donald E. Slike 100 E. Lauer Lane Camp Hill, PA 17011 Donald E. Slike, trading as, DES Associates, a Pennsylvania Limited Partnership 1302 Slate Hill Road Camp Hill, PA 17011 Timothy J. Slike 1901 Louisa Drive Mechanicsburg, PA 17055 Christopher L. Slike 110 Wildflower Drive Carlisle, PA 17013 Evergreen AutoPark, Inc. 4100 Carlisle Rd Dover, PA 17315 Defendants. WRIT OF SUMMONS To: Donald E. Slike, Donald E. Slike, trading as DES Associates, Timothy J. Slike, Christopher L. Slike, and Evergreen AutoPark, Inc. 238101 You ate hereby notified that L. Curtis Barber' Inc• t/dtbta comn1enced an action against you. Date: Seal of the Court Curtis Ford Mercury has Name of prothonotary By (Deputy) TPRic DOPY FROM RECORD ? .:......... ... . .. `i, y. W t, 1 hare tl:ti0 Sit rS?"j i3'iiQ it 3 4 i s S.? j Ctmun at Carlisle, Pa Prothon ry 23910 -1 Z 1 :01 V £ - HVW 4001 vd'idmllJ3 UN, id3awno A3I*d3HS 3H1 30 301330 SHERIFF'S RETURN - OUT OF COUNTY is CASE NO: 2006-01201 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND L CURTIS BARBER INC TDBA CURTI VS SLIKE DONALD E ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: SLIKE TIMOTHY J but was unable to locate Him deputized the sheriff of PERRY in his bailiwick. He therefore serve the within WRIT OF SUMMONS County, Pennsylvania, to On May 22nd , 2006 , this office was in receipt o attached return from PERRY Sheriff's Costs: So answers _-?-- Docketing 18.00 Out of County 9.00 Surcharge 10.00 R. Thomas Kline Dep Perry County 27.00 Sheriff of Cumberland County Postage .78 64.78 05/22/2006 f `1103161, DILWORTH PAXSON i In The Court of Common Pleas of Cumberland County, Pennsylvania L. Curtis Barber Inc et al vs. Donald E. Slike et al SERVE: Timothy J. Slike No. 06-1201 civil Now, May 15, 2006 , I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Perry County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service Now May 18 , 2006 , at 11:1%,clock A M. served the within Writ of Summons upon at Timothy J. Slike 279 E. Main St. (Northwoods Auto Sale) New Bloomfield Boro, PA 17068 by handing to Timothy J. Slike, Defendant a True & Attested copy of the original writ of Summons and made known to Him the contents thereof. So answers, Aaron D. Richards Deputy Sheriff of Perry Sworn and subscribed before me this /I-day of m , 20o4 NOTARIAL SEAL RGARET F. FLICKINGER, NOTARY PUBLIC BLOOMFIELD BORO., PERRY COUNTY MY COMMISSION EXPIRES FEB. 16, 2008 COSTS SERVICE /&00 MILEAGE y. ('D AFFIDAVIT 5 _ ov County, PA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW Plaintiff, No. 06-1201 CIVIL V. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property of 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. LAWYER REFERENCE SERVICE CUMBERLAND COUNTY LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 717-249-3166 or 800-990-9108 261071 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW Plaintiff, No. 06-1201 CIVIL V. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. AVISO Le han demandado en corte. Si usted desea defender contra las demandas dispuestas en las paginas siguientes, usted debe tomar la acci6n en el plazo de veinte (20) dias despues de esta queja y se sirve el aviso, incorporando un aspecto escrito personalmente o y archivando en escribir con la corte sus defensas u objeciones a las demandas dispuestas contra usted el abogado le advierte que que si usted no puede hacer asi que el caso puede proceder sin usted y un juicio se puede incorporar contra usted compra la corte sin aviso adicional para cualquier dinero demandado en la queja o para cualquier otra demanda o relevaci6n pedida por el demandante. Usted puede perder el dinero o la caracteristica de otra endereza importante a usted. USTED DEBE LLEVAR ESTE PAPEL SU ABOGADO WMEDIATAMENTE. SI USTED NO HACE QUE UN ABOGADO VAYA A O LLAME POR TELEFONO La OFICINA DISPUESTA ABAJO. ESTA OFICINA PUEDE PROVEER DE USTED LA INFORMACION SOBRE EMPLEAR A UN ABOGADO. SI USTED NO PUEDE PERMITIRSE AL HIRE A UN ABOGADO, ESTA OFICINA PUEDE PODER PROVEER DE USTED LA INFORMACI6N SOBRE LAS AGENCIAS QUE LOS SERVICIOS JURIDICOS DE LA OFERTA DE MAYO A LAS PERSONAS ELEGIBLES EN UN HONORARIO REDUCIDO O NINGUN HONORARIO SERVICIO DE REFERENCIA LEGAL CUMBERLAND COUNTY LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 717-249-3166 or 800-990-9108 26107_1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY Plaintiff, V. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. COMPLAINT CIVIL ACTION - LAW No. 06-1201 CIVIL AND NOW, comes the plaintiff L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY ("Curtis Ford"), and files the following complaint in he above captioned matter, and in support thereof avers as follows: 1. The plaintiff L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY ("Curtis Ford") is a Pennsylvania corporation with an address of P.O. Box 537, New Bloomfield, PA 17068. 2. The defendant Donald E. Slike is an adult individual who resides at 100 E. Lauer Lane, Camp Hill, PA 17011. 3. The defendant Donald E. Slike, trading as DES Associates, is a Pennsylvania Limited Partnership ("DES") with its registered and principal office at 1302 Slate Hill Road, Camp Hill, PA 17011. Donald E. Slike is the general partner of DES. 4. The defendant Timothy J. Slike is an adult individual that resides at 1901 Louisa Drive, Mechanicsburg, PA 17055. Timothy is a son to Donald E. Slike. 5. The defendant Christopher L. Slike is an adult individual that resides at 110 Wildflower Drive, Carlisle, PA 17013. Christopher is a son to Donald E. Slike. 6. The defendant Evergreen AutoPark, Inc. ("Evergreen") is a Pennsylvania corporation with a principal place of business of 4100 Carlisle Road, Dover, PA 17315. At all times material hereto it is averred that both Timothy and Christopher Slike were owners of Evergreen and that Evergreen was exclusively a used car and truck dealership 7. At all times material hereto, Curtis Ford was an authorized Ford-Mercury dealer through the Ford Motor Corporation ("Ford Motor") that sold both new and used cars and trucks. Curtis Ford was first organized in 1991 and as of that time its sole owner was L. Curtis Barber ("Curt Barber"). 8. From its inception in 1991 until approximately 1997, Curtis Ford was a profitable business. Its inventory of new cars and trucks was wholly dependent upon the maintenance of its licensed franchise from Ford Motor who alone provided Curtis Ford with new Ford-Mercury cars and trucks. 9. In connection with its Ford-Mercury dealership, Curtis Ford also secured and was provided floor plan financing through Ford Motor Credit Corporation ("Ford Credit"), an affiliate to Ford Motor Corporation. Curtis Ford secured floor-plan financing not only for its new cars and trucks, but also for the purchase of used cars and trucks sold at its business. 10. In order to maintain its floor-plan financing, which was critical to Curtis Ford's ability to secure new cars and trucks for its licensed dealership, Curtis Ford was required to meet all the terms and conditions of its floor-plan financing, including the maintenance of sufficient capital as dictated from time to time by Ford Credit. 11. In and around mid-1997, Ford Credit approached Curtis Ford, and despite the then profitable status of Curtis Ford, Ford Credit insisted that Curtis Ford immediately provide additional capitalization for its business. Upon information and belief, it is averred that this sudden and unnecessary demand for additional capitalization was in fact part of a larger plan at Ford Motor and Ford Credit to systematically and methodically eliminate certain small licensed dealerships. The most efficient way to do this was to tighten the terms and conditions upon which the critical financing provided to these dealerships would be made available so that eventually these dealerships would be forced into technical default of the terms of their floor-plan financing agreements, thus permitting Ford Credit to terminate financing and thus cause a collapse of the dealership. 12. In order to meet the demands of Ford Credit in mid-1997, Curt Barber agreed to provide a 49% ownership in Curtis Ford to Christopher and Timothy Slike in exchange for a loan, guaranteed by Donald E. Slike, in the amount of approximately $350,000.00 to be used for a loan to the company and for the purchase of company stock by Timothy and Christopher. It is believed and therefore averred that Donald Slike provided this financing through his two sons because Donald Slike could not be approved as a 49% owner of Curtis Ford due to a felony conviction in his background. 13. In addition, Donald Slike also arranged for a $100,000 line of credit for the dealership. 14. At the same time that Christopher and Timothy ostensibly provided this loan to Curtis Ford, Donald Slike executed an "Employment Agreement" with Curtis Ford as of July 23, 1997. An essential term to this agreement insisted upon by Donald Slike was a provision that Donald Slike be given exclusive authority and control over the management of Curtis Ford, including but not limited to, control of cash, bank accounts, accounts receivable, accounts payable, and all personnel. 15. Upon information and belief, it is also averred that part of the $350,000 in financing guaranteed by Donald was used to permit Timothy and Christopher to an ownership interest in Evergreen. 16. Timothy and Christopher were both also added to the Board of Directors of Curtis Ford when the ownership interest was acquired by them. 17. As a result of the terms and conditions attendant to the floor-plan financing extended by Ford Credit to Curtis Ford, it was also agreed that Donald Slike would advance necessary capital or loans to the dealership as required by audits conducted by Ford Credit, which increased in frequency in and around this time as a part of the scheme to destroy small dealerships. 18. Typically, when Donald Slike would advance additional sums to the dealership, these monies would be paid back immediately to him as new and used vehicle indirect loans were funded. 19. By December 1997, Timothy, Christopher, and Donald (collectively, the "Slikes") were almost exclusively running Curtis Ford. 20. By approximately November 1998, the Slikes had mismanaged Curtis Ford to the extent that additional capital was required not only to meet current operation demands, but also to meet more stringent financial demands placed upon the dealership by Ford Credit. 21. As a result of the dealership status as of November 1998, and the need for additional financial commitments to the dealership by Donald Slike, Curt Barber was forced to sign an agreement as of November 25, 1998, with the Slikes which, inter alia, virtually turned over all control and operations of the business to them. The agreement also required that Curt Barber resign immediately as President of Curtis Ford, that Curt no longer have any authority to bind Curtis Ford, except as authorized by Tim or Chris, and that Curt would not interfere in any way with the operations and management of the dealership. 22. The terms of the November 25, 1998 agreement continued in force and effect for only approximately 5 months until May 10, 1999. By that time, the Slikes had so badly mismanaged the business of the dealership that they were anxious to turning back the dealership to the ownership and control of Curt Barber. 23. A written agreement dated May 10, 1999, was executed between Curtis Ford, Curt Barber, and the Slikes. Under that agreement, Timothy and Christopher resigned as directors and officers of the company, Donald's employment agreement was terminated, and the November 25, 1998 letter agreement which essentially excluded Curt Barber from the business was terminated. In addition, terms also provided for the repayment and repurchase of all capital, stock and loans made by the Slikes to Curtis Ford. 24. As part of Curt Barber's resumption of the dealership business in May 1999, he attempted to rehire his accountant to reconcile the books and records of the dealership. What records were available were in a significant state of disarray largely placed into unorganized piles inside the dealership offices. 25. Eventually, Curt's accountant determined that the Slike for the year 1999 alone, had been overpaid or taken more than $206,000 from the dealership to which he was not entitled. This money was critical to the survival of the dealership. If this money was available to the dealership, customer obligations and demands from Ford Credit could have been met and therefore, the eventual demise of the dealership may have been avoided. 26. It was also learned that $40,000 of used cars which belonged to Curtis Ford, also had been diverted to Evergreen which directly benefited Timothy and Christopher. 27. At the same time that the Slikes were squeezing Curt Barber out of the Curtis Ford dealership and up and including May 10, 1999 when the dealership was turned back over to Mr. Barber, Ford Motor and Ford Credit were advancing to terminate the dealership franchise. In fact, by June 1999, the strangle hold placed upon Curtis Ford by Ford Credit was so great that virtually no floor-plan financing of inventory was available to the dealership leaving the dealership only with what it could muster in terms of customer ordered new vehicles, used vehicles and vehicles from other dealerships to sell in order to survive. 28. In 2000, various criminal charges were bought against Curt Barber as a result of customer complaints relating to the processing of necessary paperwork for the sale of vehicles to them and the disposition of funds in connection with those sales. 29. In July 2001, Mr. Barber lost access to the dealership premises when the landlord locked the dealership out of the premises for non-payment of rent. As a consequence of this action, Mr. Barber did not have access to any dealership records. 30. As a result of the criminal proceedings and loss of access to the dealership premises, Mr. Barber was not able to determine or discover the true nature of the funds improperly taken by the Slikes from the dealership. 31. Some significant time later, Mr. Barber was allowed access to the dealership property and original business records and determined that many Curtis-Ford checks were written during the period from January 1999 through September 1999 to DES, Evergreen and Donald Slike which resulted in the over $206,000 improperly taken from the dealership. In fact, upon examination of these checks it was learned that Mr. Barber's name had been forged upon checks to Donald Slike and Evergreen totaling more than $137,000 after the time when the Slikes had left the dealership business. 32. When confronted about the $40,000 that was improperly diverted to Evergreen, the Slike agreed this money belonged to Curtis Ford. As to the remainder of the funds determined to be owed by the Slikes to Curtis Ford, Donald Slike merely responded that he had to check his own books and records to determine the amount owed. At no time did any of the Slikes or Evergreen deny that monies claimed were owed to Curtis Ford. COUNT I - CONVERSION CURTIS FORD V. ALL DEFENDANTS 33. The averments of paragraphs 1 through 31 are incorporated herein by reference as though the same were fully set forth herein at length. 34. The defendants, individually and collectively, have wrongfully converted funds which were the property of Curtis Ford. 35. Defendants' actions constitute a wrongful conversion of this property, which the plaintiff estimates to be in excess of $246,000, exclusive of other consequential and resulting damages to Curtis Ford. WHEREFORE, the Plaintiff respectfully request that judgment be entered in its favor and against the Defendants, jointly and severally, in the approximate amount of $246,000, plus interest, costs and such other and further damages and relief that this Court deems just and appropriate. COUNT II- BREACH OF FIDUCIARY DUTY CURTIS FORD V. TIMOTHY AND CHRISTOPHER SLIKE 36. The averments of paragraphs I through 34 are incorporated herein by reference as though the same were fully set forth herein at length. 37. At all times material hereto, both Timothy and Christopher Slike were officers and directors of Curtis Ford. 38. As directors of Curtis Ford, both Timothy and Christopher stood in a fiduciary relationship to the dealership requiring that they act at all times with loyalty, care, good faith, and inherent fairness to the corporation. In addition, each of them at all times had to act in good faith and in a manner they believed to be in the best interests of the corporation and with such care, skill and diligence, as person of ordinary prudence would use under similar circumstances. 39. For all the reasons set forth herein, both Christopher and Timothy breached their fiduciary and other duties to Curtis Ford thereby resulting in damages to the corporation. WHEREFORE, the Plaintiff respectfully request that judgment be entered in its favor and against the Defendants Timothy and Christopher Slike, jointly and severally, in the approximate amount of $246,000, plus interest, costs and such other and further damages and relief that this Court deems just and appropriate. COUNT III- BREACH OF DUTY CURTIS FORD V. TIMOTHY AND CHRISTOPHER SLIKE 40. The averments of paragraphs 1 through 38 are incorporated herein by reference as though the same were fully set forth herein at length. 41. At all times material hereto, both Timothy and Christopher Slike were officers of Curtis Ford. 42. As officers of Curtis Ford, both Timothy and Christopher at all times had to act in good faith and in a manner they believed to be in the best interests of the corporation and with such care, skill and diligence, as person of ordinary prudence would use under similar circumstances. 43. For all the reasons set forth herein, both Christopher and Timothy breached their duties as officers to Curtis Ford thereby resulting in damages to the corporation. WHEREFORE, the Plaintiff respectfully request that judgment be entered in its favor and against the Defendants Timothy and Christopher Slike, jointly and severally, in the approximate amount of $246,000, plus interest, costs and such other and further damages and relief that this Court deems just and appropriate. ASRespetfully mitted, Dilworth Paxson LP 112 Market Street, 8`" Fl. Harrisburg, PA 17101 (717) 236-4812 Dated: April 21, 2008 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. 4904 relating to unsworn falsification to authorities, I hereby certify that the facts set forth in the foregoing document are true and correct to the best of my knowledge, information and belief. L L. Curtis arber 26097_1 CERTIFICATE OF SERVICE I hereby certify that on this 21St day of April 2008, I served a true and correct copy of the foregoing on the following individual(s) via postage-prepaid, first class mail and addressed as follows: Donald E. Slike 100 E. Lauer Lane Camp Hill, PA 17011 Donald E. Slike, trading as, DES Associates, a Pennsylvania Limited Partnership 1302 Slate Hill Road Camp Hill, PA 17011 Timothy J. Slike 1901 Louisa Drive Mechanicsburg, PA 17055 Timothy J. Slike 279 E. Main Street New Bloomfield, PA 17068 Christopher L. Slike 110 Wildflower Drive Carlisle, PA 17013 Evergreen AutoPark, Inc. 4100 Carlisle Rd Dover, PA 17315 4actor P uire Dilworth Paxson LLP 112 Market Street, 8th Floor Tel.: (717) 236-4812 Attorneys far Plaintiff Dated: April 21, 2008 . yt C`? f J McNEES WALLACE & NURICK LLC James P. DeAngelo Attorney I.D. No. 62377 Charles T. Young, Jr. Attorney I.D. No. 80680 P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (phone) (717) 260-1760 (fax) L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY, Plaintiff, V. Attorneys for Defendants : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA CIVIL ACTION - LAW DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, : A Pennsylvania Limited Partnership, : TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, NO. 06-1201 CIVIL INC., Defendants. PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter our appearance on behalf of Defendants in the above-captioned matter. MCNEFS WALUACE,& NjjRICK LAC By James P. to / Attorney I.2377 Charles T. Jr. Attorney 1.9o. 0680 P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (717) 260-1760 (fax) Dated: April g, 2008 Attorneys for Defendants CERTIFICATE OF SERVICE I, Charles T. Young, Jr., hereby certify that on this ky of April 2008, a true and correct copy of the foregoing Praecipe for Entry of Appearance was served by Facsimile and U.S. first-class mail, postage prepaid, on the following: Attorney for Plaintiff Victor P. Stabile, Esq. Dilworth Paxson LLP 112 Market Stre t 8th Fl. Harrisburg, A .'171q?1 Fax: 717-2 6,781 I I Charles T. Y Attorney for Defyndants r ' ? t e:=? ??? CT McNEES WALLACE & NURICK LLC James P. DeAngelo Attorney I.D. No. 62377 Charles T. Young, Jr. Attorney I.D. No. 80680 P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (phone) (717) 260-1760 (fax) L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY, Plaintiff, V. Attorneys for Defendants : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA CIVIL ACTION - LAW DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, : A Pennsylvania Limited Partnership, : TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, NO. 06-1201 CIVIL INC., Defendants. DEFENDANTS' PRELIMINARY OBJECTIONS Defendants, by and through their attorneys McNEES WALLACE & NURICK LLC, hereby file these Preliminary Objections to the Complaint. In support thereof, Defendants state the following: 1. Plaintiff L. Curtis Barber, Inc. t/d/b/a Curtis Ford Mercury claims to have been an authorized Ford-Mercury dealership, selling both new and used cars and trucks. (Complaint, ¶7). 2. In order to meet the capitalization requirements of Ford Motor Credit Corporation, Plaintiff allegedly entered into a number of contracts with Defendants Donald Slike, Timothy Slike, and Christopher Slike. However, Plaintiff fails to attach any of the contracts to the Complaint. 3. Plaintiff alleges that Donald Slike executed an Employment Agreement with the dealership as of July 23, 1997. (Complaint, 114). However, Plaintiff has not attached the Agreement as an exhibit to the Complaint. Rather, Plaintiff simply asserts that an essential term of the agreement was a provision that Donald Slike be given exclusive authority and control over the management of the dealership. (Complaint, 114). 4. Curt Barber was allegedly forced to sign an agreement as of November 25, 1998, whereby Barber virtually turned over all control and operations of the dealership to the Slikes. (Complaint, $21). Plaintiff does not attach the alleged agreement to the Complaint. 5. Plaintiff claims that the terms of the November 25, 1998, agreement continued in force for approximately five months, until May 10, 1999. (Complaint, 122). At that point, the Slikes had allegedly so badly managed the business of the dealership that they were anxious to return the dealership to the ownership and control of Barber. (Complaint, ¶22). 6. Plaintiff claims that the parties executed a written agreement dated May 10, 1999, providing "for the repayment and repurchase of all capital, stock and loans made by the Slikes to Curtis Ford." (Complaint, 123). Plaintiff does not attach a copy of the agreement to its Complaint. 7. Plaintiff claims that following Curt Barber's resumption of the dealership business in May 1999, his accountants determined that for the year 1999 alone, the Slikes had been overpaid or taken more than $206,000 from the dealership to which 2 they were not entitled. (Complaint, 125). Plaintiff further claims that $40,000 of used cars were improperly diverted to Evergreen. (Complaint, ¶26). 8. On March 2, 2006, Plaintiff commenced this action by filing a Praecipe for Writ of Summons. On April 22, 2008, Plaintiff filed a Complaint, asserting (1) claims against Defendants for conversion, (2) claims against Timothy and Christopher Slike for breach of fiduciary duty, and (3) claims against Timothy and Christopher Slike for breach of duty. 9. Defendants assert these Preliminary Objections in response to the Complaint. Preliminary Objection #1 (Asserted Pursuant to Pa.R.C.P. 1019(i) and 1028(a)(2)) Failure of the Complaint to Conform to Law or Rule of Court 10. Plaintiff devotes the majority of its Complaint to assertions regarding the alleged contents of three separate contracts. Plaintiff then improperly neglects to attach any of those documents to the Complaint. 11. Pennsylvania Rule of Civil Procedure 1019(1) states in relevant part that, "When any claim or defense is based upon a writing, the pleader shall attach a copy of the writing, or the material part thereof." Plaintiff has failed to attach the required writings. 12. By failing to attach three separate writings on which its claims are based, Plaintiff has blatantly violated Pa.R.C.P. 1019(i). WHEREFORE Defendants request that the Court sustain this Preliminary Objection, dismiss Plaintiffs Complaint, and provide Plaintiff with leave to file an Amended Complaint within thirty (30) days. 3 Preliminary Objection #2 (Asserted Pursuant to Pa.R.C.P. 1028(a)(3) and (a)(4)) Failure to State a Claim and Insufficient Specificity - Claim for Conversion 13. Plaintiff purports to assert the same cause of action for conversion against four different Defendants: Donald E. Slike, Timothy J. Slike, Christopher L. Slike, and Evergreen AutoPark, Inc. 14. The elements of a conversion claim include (1) deprivation of another's right of property, (2) without the owner's consent, and (3) without lawful justification. 15. Plaintiff has failed to aver facts, showing how each of the four Defendants allegedly participated in the deprivation of Plaintiffs property rights. 16. Plaintiff has failed to aver any factual basis to show that the alleged transactions occurred without the owner's consent or without lawful justification. WHEREFORE Defendants request that the Court sustain this Preliminary Objection, dismiss Plaintiffs Complaint, and provide Plaintiff with leave to file an Amended Complaint within thirty (30) days. Preliminary Objection #3 (Asserted Pursuant to Pa.R.C.P. 1028(a)(3) and (a)(4)) Failure to State a Claim and Insufficient Specificity - Claims for Breach of Fiduciary Duty and "Breach of Duty" 17. Pennsylvania is a fact pleading state, and a Complaint must therefore not only give the defendant notice of what the plaintiffs' claim is and the grounds upon which it rests, but it must also formulate the issues by summarizing those facts essential to support the claim. 18. Plaintiff has failed to formulate the issues and facts essential to the Breach of Fiduciary Duty and "Breach of Duty" claims. The facts essential to Plaintiffs alleged claims are wholly lacking. 4 19. In both the count for Breach of Fiduciary Duty and Breach of Duty, Plaintiff devotes all of two paragraphs to alleging a cause of action. This is not sufficient. The body of the Complaint does not describe Defendants' alleged duties, or identify the particular decisions or actions in which they allegedly took part. 20. The Complaint contains only legal boilerplate, and allusions to the mismanagement of the dealership. 21. Pennsylvania does not recognize a cause of action for "Breach of Duty." Plaintiffs must identify the particular duty to which they refer. Defendants are not required to guess. WHEREFORE Defendants request that the Court sustain this Preliminary Objection, dismiss Plaintiffs Complaint, and provide Plaintiff with leave to file an Amended Complaint within thirty (30) days. Preliminary Objection #4 (Asserted Pursuant to Pa.R.C.P. 1028(a)(1)) Improper Service of Process on Defendant Evergreen AutoPark, Inc. 22. Plaintiff never properly served Defendant Evergreen AutoPark, Inc. with either the Writ of Summons commencing this litigation, or the subsequent Complaint. 23. The docket does not contain a Sheriffs Return, indicating service of the Writ of Summons on Evergreen, and Plaintiff only mailed the Complaint to Evergreen, which does not constitute sufficient service under the Pennsylvania Rules of Civil Procedure. 5 WHEREFORE Defendants request that the Court sustain this Preliminary Objection and dismiss Plaintiffs civil action against Evergreen AutoPark, Inc. for lack of service of original process. McNEES3NA VAC,9 WNURIOK LLC By James P. Attorney I.D. Nb. 377 Charles T. Youn , Jr. Attorney I.D. . 80680 P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (717) 260-1760 (fax) Dated: May t ?, 2008 Attorneys for Defendants 6 CERTIFICATE OF SERVICE I, Charles T. Young, Jr., hereby certify that on thO'q day of May 2008, a true and correct copy of the foregoing document was served by U.S. first-class mail, postage prepaid, on the following: Attorney for Plaintiff Victor P. Stabile, Esq. Dilworth P?tr xs LLP 112 Market t, 8th Fl. Harrisburg, A 1 1 1 Charles T. YouKO, Jr` Attorney for Doendants rla /Vn Y cam.: ? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW Plaintiff, No. 06-1201 CIVIL V. DONALD E. SLIKE, DONALD E. JURY TRIAL DEMANDED SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property of 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. LAWYER REFERENCE SERVICE CUMBERLAND COUNTY LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 717-249-3166 or 800-990-9108 261071 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW Plaintiff, No. 06-1201 CIVIL V. DONALD E. SLIKE, DONALD E. JURY TRIAL DEMANDED SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. AVISO Le han demandado en corte. Si usted desea defender contra las demandas dispuestas en las paginas siguientes, usted debe tomar la acci6n en el plazo de veinte (20) dias despues de esta queja y se sirve el aviso, incorporando un aspecto escrito personalmente o y archivando en escribir con la corte sus defensas u objeciones a las demandas dispuestas contra usted el abogado le advierte que que si usted no puede hacer asi que el caso puede proceder sin usted y un juicio se puede incorporar contra usted compra la corte sin aviso adicional para cualquier dinero demandado en la queja o para cualquier otra demanda o relevaci6n pedida por el demandante. Usted puede perder el dinero o la caracteristica de otra endereza importante a usted. USTED DEBE LLEVAR ESTE PAPEL SU ABOGADO INMEDIATAMENTE. SI USTED NO HACE QUE UN ABOGADO VAYA A O LLAME POR TELEFONO La OFICINA DISPUESTA ABAJO. ESTA OFICINA PUEDE PROVEER DE USTED LA INFORMACI6N SOBRE EMPLEAR A UN ABOGADO. SI USTED NO PUEDE PERMITIRSE AL HIRE A UN ABOGADO, ESTA OFICINA PUEDE PODER PROVEER DE USTED LA INFORMA06N SOBRE LAS AGENCIAS QUE LOS SERVICIOS JURIDICOS DE LA OFERTA DE MAYO A LAS PERSONAS ELEGIBLES EN UN HONORARIO REDUCIDO O NINGiJN HONORARIO SERVICIO DE REFERENCIA LEGAL CUMBERLAND COUNTY LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 717-249-3166 or 800-990-9108 261071 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY CIVIL ACTION - LAW Plaintiff, No. 06-1201 CIVIL V. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. JURY TRIAL DEMANDED Defendants. AMENDED COMPLAINT AND NOW, comes the plaintiff L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY ("Curtis Ford"), and files the following amended complaint in the above captioned matter, and in support thereof avers as follows: 1. The plaintiff L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY ("Curtis Ford") is a Pennsylvania corporation with an address of P.O. Box 537, New Bloomfield, PA 17068. 2. The defendant Donald E. Slike is an adult individual who resides at 100 E. Lauer Lane, Camp Hill, PA 17011. 3. The defendant Donald E. Slike, trading as DES Associates, is a Pennsylvania Limited Partnership ("DES") with its registered and principal office at 1302 Slate Hill Road, Camp Hill, PA 17011. Donald E. Slike is the general partner of DES. 4. The defendant Timothy J. Slike is an adult individual that resides at 1901 Louisa Drive, Mechanicsburg, PA 17055. Timothy is a son to Donald E. Slike. 5. The defendant Christopher L. Slike is an adult individual that resides at 110 Wildflower Drive, Carlisle, PA 17013. Christopher is a son to Donald E. Slike. 6. The defendant Evergreen AutoPark, Inc. ("Evergreen") is a Pennsylvania corporation with a principal place of business of 4100 Carlisle Road, Dover, PA 17315. At all times material hereto it is averred that both Timothy and Christopher Slike were owners of Evergreen, that Timothy was and is an officer of Evergreen, and that Evergreen was exclusively a used car and truck dealership 7. At all times material hereto, Curtis Ford was an authorized Ford-Mercury dealer through the Ford Motor Corporation ("Ford Motor") that sold both new and used cars and trucks. Curtis Ford was first organized in 1991 and as of that time its sole owner was L. Curtis Barber ("Curt Barber"). 8. From its inception in 1991 until approximately 1997, Curtis Ford was a profitable business. Its inventory of new cars and trucks was wholly dependent upon the maintenance of its licensed franchise from Ford Motor who alone provided Curtis Ford with new Ford-Mercury cars and trucks. 9. In connection with its Ford-Mercury dealership, Curtis Ford also secured and was provided floor plan financing through Ford Motor Credit Corporation ("Ford Credit"), an affiliate to Ford Motor Corporation. Curtis Ford secured floor-plan financing not only for its new cars and trucks, but also for the purchase of used cars and trucks sold at its business. 10. In order to maintain its floor-plan financing, which was critical to Curtis Ford's ability to secure new cars and trucks for its licensed dealership, Curtis Ford was required to meet all the terms and conditions of its floor-plan financing, including the maintenance of sufficient capital as dictated from time to time by Ford Credit. 11. In and around mid-1997, Ford Credit approached Curtis Ford, and despite the then profitable status of Curtis Ford, Ford Credit insisted that Curtis Ford immediately provide additional capitalization for its business. Upon information and belief, it is averred that this sudden and unnecessary demand for additional capitalization was in fact part of a larger plan at Ford Motor and Ford Credit to systematically and methodically eliminate certain small licensed dealerships. The most efficient way to do this was to tighten the terms and conditions upon which the critical financing provided to these dealerships would be made available so that eventually these dealerships would be forced into technical default of the terms of their floor-plan financing agreements, thus permitting Ford Credit to terminate financing and thus cause a collapse of the dealership. 12. In order to meet the demands of Ford Credit in mid-1997, Curt Barber agreed to provide a 49% ownership in Curtis Ford to Christopher and Timothy Slike in exchange for a loan, guaranteed by Donald E. Slike, in the amount of approximately $350,000.00 to be used for a loan to the company and for the purchase of company stock by Timothy and Christopher. It is believed and therefore averred that Donald Slike provided this financing through his two sons because Donald Slike could not be approved as a 49% owner of Curtis Ford due to a felony conviction in his background. 13. In addition, Donald Slike also arranged for a $100,000 line of credit for the dealership. 14. At the same time that Christopher and Timothy ostensibly provided this loan to Curtis Ford, Donald Slike executed an "Employment Agreement" with Curtis Ford as of July 23, 1997, a copy of which is attached as Exhibit "A". An essential term to this agreement insisted upon by Donald Slike was a provision that Donald Slike be given exclusive authority and control over the management of Curtis Ford, including but not limited to, control of cash, bank accounts, accounts receivable, accounts payable, and all personnel. 15. Upon information and belief, it is also averred that part of the $350,000 in financing guaranteed by Donald was used to permit Timothy and Christopher to purchase an ownership interest in Evergreen. 16. Timothy and Christopher were both also added to the Board of Directors of Curtis Ford when the ownership interest was acquired by them. 17. As a result of the terms and conditions attendant to the floor-plan financing extended by Ford Credit to Curtis Ford, it was also agreed that Donald Slike would advance necessary capital or loans to the dealership as required by audits conducted by Ford Credit, which increased in frequency in and around this time as a part of the scheme to destroy small dealerships. 18. Typically, when Donald Slike would advance additional sums to the dealership, these monies would be paid back immediately to him as new and used vehicle indirect loans were funded. 19. By December 1997, Timothy, Christopher, and Donald (collectively, the "Slikes") were almost exclusively running Curtis Ford. 20. By approximately November 1998, the Slikes had mismanaged Curtis Ford to the extent that additional capital was required not only to meet current operation demands, but also to meet more stringent financial demands placed upon the dealership by Ford Credit. 21. As a result of the dealership status as of November 1998, and the need for additional financial commitments to the dealership by Donald Slike, Curt Barber was forced to sign an agreement as of November 25, 1998, with the Slikes which, inter alia, virtually turned over all control and operations of the business to them. A copy of this agreement is attached as Exhibit "B". The agreement also required that Curt Barber resign immediately as President of Curtis Ford, that Curt no longer have any authority to bind Curtis Ford, except as authorized by Tim or Chris, and that Curt would not interfere in any way with the operations and management of the dealership. 22. The terms of the November 25, 1998 agreement continued in force and effect for only approximately 5 months until May 10, 1999. By that time, the Slikes had so badly mismanaged the business of the dealership that they were anxious to turning back the dealership to the ownership and control of Curt Barber. 23. A written agreement, attached as Exhibit "C", dated May 10, 1999, was executed between Curtis Ford, Curt Barber, and the Slikes. Under that agreement, Timothy and Christopher resigned as directors and officers of the company, Donald's employment agreement was terminated, and the November 25, 1998 letter agreement which essentially excluded Curt Barber from the business was terminated. In addition, terms also provided for the repayment and repurchase of all capital, stock and loans made by the Slikes to Curtis Ford. 24. As part of Curt Barber's resumption of the dealership business in May 1999, he attempted to rehire his accountant to reconcile the books and records of the dealership. What records were available were in a significant state of disarray largely placed into unorganized piles inside the dealership offices. 25. Eventually, Curt's bookkeeper determined that the Slikes for the year 1999 alone had been overpaid or taken more than $206,000 from the dealership to which they were not entitled. This money was critical to the survival of the dealership. If this money was available to the dealership, customer obligations and demands from Ford Credit could have been met and therefore, the eventual demise of the dealership may have been avoided. 26. It was also learned that $40,000 of used cars which belonged to Curtis Ford, also had been diverted to Evergreen which directly benefited Timothy and Christopher. 27. At the same time that the Slikes were squeezing Curt Barber out of the Curtis Ford dealership and up and including May 10, 1999 when the dealership was turned back over to Mr. Barber, Ford Motor and Ford Credit were advancing to terminate the dealership franchise. In fact, by June 1999, the strangle hold placed upon Curtis Ford by Ford Credit was so great that virtually no floor-plan financing of inventory was available to the dealership leaving the dealership only with what it could muster in terms of customer ordered new vehicles, used vehicles and vehicles from other dealerships to sell in order to survive. 28. In 2000, various criminal charges were bought against Curt Barber as a result of customer complaints relating to the processing of necessary paperwork for the sale of vehicles to them and the disposition of funds in connection with those sales. 29. In July 2001, Mr. Barber lost access to the dealership premises when the landlord locked the dealership out of the premises for non-payment of rent. As a consequence of this action, Mr. Barber did not have access to any dealership records. 30. As a result of the criminal proceedings and loss of access to the dealership premises, Mr. Barber was not able to determine or discover the true nature of the funds improperly taken by the Slikes from the dealership. 31. Some significant time later, Mr. Barber was allowed access to the dealership property and original business records and determined that many Curtis-Ford checks were written during the period from January 1999 through September 1999 to DES, Evergreen and Donald Slike which resulted in the over $206,000 improperly taken from the dealership. In fact, upon examination of these checks it was learned that Mr. Barber's name had been forged upon checks to Donald Slike and Evergreen totaling more than $137,000 after the time when the Slikes had left the dealership business. 32. When confronted about the $40,000 worth of vehicles that were improperly diverted to Evergreen by the Slikes, Don Slike agreed this money belonged to Curtis Ford. As to the remainder of the funds determined to be owed by the Slikes to Curtis Ford, Donald Slike merely responded that he had to check his own books and records to determine the amount owed. At no time did any of the Slikes or Evergreen deny that any of the monies claimed were owed to Curtis Ford. Upon information and belief, it is averred that the Slikes and Evergreen, individually and collectively, unlawfully took and retained funds that were the property of Curtis Ford. COUNT I - CONVERSION CURTIS FORD V. ALL DEFENDANTS 33. The averments of paragraphs 1 through 32 are incorporated herein by reference as though the same were fully set forth herein at length. 34. The defendants, individually and/or collectively, have wrongfully converted funds which were the property of Curtis Ford. 35. Defendants' actions constitute a wrongful conversion of this property, which the plaintiff estimates to be in excess of $246,000, exclusive of other consequential and resulting damages to Curtis Ford. WHEREFORE, the Plaintiff respectfully request that judgment be entered in its favor and against the Defendants, jointly and severally, in the approximate amount of $246,000, plus interest, costs and such other and further damages and relief that this Court deems just and appropriate. COUNT II- BREACH OF FIDUCIARY DUTY CURTIS FORD V. TIMOTHY AND CHRISTOPHER SLIKE 36. The averments of paragraphs 1 through 35 are incorporated herein by reference as though the same were fully set forth herein at length. 37. At all times material hereto, both Timothy and Christopher Slike were officers and directors of Curtis Ford. 38. As directors of Curtis Ford, both Timothy and Christopher stood in a fiduciary relationship to the dealership requiring that they act at all times with loyalty, care, good faith, and inherent fairness to the corporation. In addition, each of them at all times had to act in good faith and in a manner they believed to be in the best interests of the corporation and with such care, skill and diligence, as person of ordinary prudence would use under similar circumstances. 39. Based upon the averments set forth herein, both Christopher and Timothy breached their fiduciary and other duties to Curtis Ford through acts of self- dealing, willful misconduct, recklessness, and/or conversion of company funds and/or assets, thereby resulting in damages to the corporation. WHEREFORE, the Plaintiff respectfully request that judgment be entered in its favor and against the Defendants Timothy and Christopher Slike, jointly and severally, in the approximate amount of $246,000, plus interest, costs and such other and further damages and relief that this Court deems just and appropriate. COUNT III- BREACH OF DUTY CURTIS FORD V. TIMOTHY AND CHRISTOPHER SLIKE 40. The averments of paragraphs 1 through 39 are incorporated herein by reference as though the same were fully set forth herein at length. 41. At all times material hereto, both Timothy and Christopher Slike were officers of Curtis Ford. 42. As officers of Curtis Ford, both Timothy and Christopher at all times had to act in good faith and in a manner they believed to be in the best interests of the corporation and with such care, skill and diligence, as person of ordinary prudence would use under similar circumstances. 43. Based upon the averments set forth herein, both Christopher and Timothy breached their duties as officers to Curtis Ford through acts of self-dealing, willful misconduct, recklessness, and/or conversion of company funds and/or assets, thereby resulting in damages to the corporation. WHEREFORE, the Plaintiff respectfully request that judgment be entered in its favor and against the Defendants Timothy and Christopher Slike, jointly and severally, in the approximate amount of $246,000, plus interest, costs and such other and further damages and relief that this Court deems just and appropriate. ;Respe fully submksq or P. Stabi a . Dilw orth Paxson LP 112 Market Street, 8tr' Fl. Harrisburg, PA 17101 (717) 236-4812 Dated: June 3, 2008 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. 4904 relating to unworn falsification to authorities, I hereby certify that the facts set forth in the foregoing document are true and correct to the best of my knowledge, information and belief. L. Curtis Barber 260971 NUV-LJ-7ti 11 : 1J AP) 1)t5 HSaUl.1H 1 t5 EMPLOYMENT AGREEMENT r 1 ( (610660 P. es THIS AGREEMENT is made this 23rd day of Jul,-v.,, 1997 between.-L. CURTIS akwWR; rft' v- (Employer) and DONALD E. BIT m fiployee) . :. .> ec tals WHEREAS, DONALD E. SLIKE has extensive experience in business operations and management; and WHEREAS, L. CURTIS BARBER, INC. has encountered financial difficulties and desires to utilize the expertise of DONALD E. SLIKE; and WHEREAS, L. CURTIS BARBER, INC. desires to employ DONALD E. SLIKE as manager of its business operations; and WHEREAS, DONALD E. SLIKE will agree to accept employment with L. CURTIS BARBER, INC. but only on the condition that he be given sufficient managerial authority and discretion to effectively carry out and perform his functions; WITNESS, THEREFORE, THE FOLLOWING AGREEMENT. 1. The recitals set forth above are incorporated into and made a part of this Agreement. 2. L. CURTIS BARBER, INC. hereby agrees to employ DONALD E. SLIKE and DONALD E. SLIKE hereby accepts employment with L. CURTIS BARBER, INC. subject to the terms and conditions of this Employment Agreement. 3. The parties agree that in order for the employment relationship to be successful DONALD E. SLIKE must have adequate managerial authority. Accordingly, L. CURTIS BARBER, INC. hereby grants to DONALD E. SLIKE exclusive authority and control over the management of the corporation and its operations, including but not limited to, control of cash, bank accounts, accounts receivable, accounts payable; personnel, including but not limited to hiring, 1 NOV-25-98 1115 AM DES ASSOCIATES T117610550 P.U4 y. termination, salaries, benefits, bonuses, performance reviews and promotions or demotions and discipline; purchasing, sales, inventory, credit, leases of personal property and real estate; capital improvements, expenditures and investments; taxes and tax payments; and all other incidents of managerial authority and control. 4. L. CURTIS BARBER, INC. shall compensate DONALD E. SLIKE for his services under this Agreement by paying the sum of $12,000.00 per year or twenty-one percent (21%) of the profit of the corporation, whichever is greater, on an annual basis. Payment shall be made at least monthly, with adjustments made quarterly and with a final adjustment to the amount paid at the end of the year. 5. This Agreement shall terminate at such time as DONALD E. SLIKE is released by the Bank of Hanover and Trust Company, its successors or assigns, from his obligations as a guarantor of payment and performance of L. CURTIS BARBER, INC. of its obligations to the Bank under a line of credit, and from his obligations as a guarantor of payment of performance of CHRISTOPHER LEE SLIKE and TIMOTHY JAMES SLIKE of their obligations under a loan and loan documents for a $350,000.00 loan to enable the borrowers, CHRISTOPHER LEE SLIKE and TIMOTHY JAMES SLIKE, to acquire an ownership interest in L. CURTIS BARBER, INC. and EVERGREEN AUTOPARK, INC. 6. In the event that DONALD E. SLIKE is unwilling or unable to perform his obligations under this Agreement, these obligations shall be performed by such person as DONALD E. SLIKE shall designate from time to time. In the event that no person is designated, then the authority, rights, duties and obligations of DONALD E. SLIKE under this Agreement shall be assumed and performed by CHRISTOPHER LEE SLIKE and TIMOTHY JAMES SLIKE. 7. L. CURTIS BARBER, INC. represents and warrants as follows I 2 MOV-25-98 11:14 AM DES ASSOCIATES TITT610550 P.05 A. L. CURTIS BARBER, INC. is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. B. L. CURTIS BARBER, INC. has full power and authority to execute and perform this Agreement, and all corporate action necessary to confer such authority to its officers has been duly taken. In addition, said authority shall extend to and include the execution of all documents necessary to effectuate the terms and conditions of this Agreement. . C. L. CURTIS*BARBER, INC. has maintained and shall continue to maintain its operations and property in the usual business manner, including maintenance of all insurance coverage, and intends to continue to so operate f or the term of this Agreement. 8. The parties agree that any breach of this Agreement may not be compenaable by monetary damages and hereby consent to the equity jurisdiction of the Courts of the Commonwealth of Pennsylvania and the parties specifically authorize, and grant to the other parties and to the Court the right to obtain (and in the case of the Courts, to enter an order granting) injunctive relief, specific performance, and to provide other equitable relief as may be appropriate under the circumstances, in addition to monetary damages and any other relief permitted at law or in equity. 9. The failure of any party to insist in any one or more instance upon the strict performance of any of the obligations under this Agreement, or to exercise any option provided under the terms of this Agreement, shall not be construed as a waiver or relinquishment for the future, and all rights and obligations of the parties shall continue and remain in full force and effect. No waiver shall be deemed to have been made by any party unless such waiver is made expressly in writing and signed by the party to be bound by the waiver. 3 r.k?c Nov-25-98 11:14 AM DES ASSOCIATES 7177610550 ,11K i 10. This Agreement, except as otherwise provided herein, shall be binding upon and inure to the benefit of the ph=ties hereto, their respective heirs, executors, administrators, successors and assigns. 11. The interpretation and performance of this Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania. 12. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes, merges, and replaces all prior negotiations, offers, representations, warranties and agreements with respect to such subject matter. INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement the day and year first above written. ATTESTS Gi WITNESS: L. CURTIS BARBER, INC., t/d/b/a CURTIS O/RD- RCUAY By : L. CU IB BARBER President 4 HOU-25-1998 16: 01 FROM L. Curtis Barber BIPC-FAX B TO November 25, 1998 7510.330 P.L_ This letter will outline the understanding of the undersigned parties, specifically Donald 8. Slike ("Don"), L. Curtis Barber ("Curt', Timothy J. Slike ("Tim's and Christopher L. S1ike ("Chris") with respect to the operation and management of L. Curtis Barber, Inc., Evergreen AutoPark, Inc. and the Newville Auto Outlet. This letter is legally binding on the parties hereto. A. L. Curtis Barber, Inc, ("Curtis Ford'): 1. At all times at least two-thirds of the directors of Curtis Ford's Board of Directors shall be the Slikes or their designees. Curt agrees to vote his shares of stock accordingly. 2. Curt will immediately resign as President of Curtis Ford. Although he will be elected as Vice President, his authority shall be limited to performing only those duties which are specifically assigned to him by Tim or Chris from time to time. ?C 3. Curt shall have no authority to bind Curtis Ford except as specifically authorized ' by Timor Chris, or matters pertaining to the day-to-day operations /n at Newville Auto Outlet. 4. z V c? CUM 5. Curt shall not interfere in any way with the operations and management of Curtis Ford, nor shall he have any professional contact with any employee of Curtis Ford except as necessary to carry out the responsibilities and duties assigned to hum. 6. Curt shall not discuss orally, in writing or via email the Slikes or any aspect of the operation and management of Curtis Ford with any employee of Curtis Ford or any employee's friends or family. 7. Curt will fully and completely cooperate with the Slikes in their attempts to designate Chris, Tim or their designee as the named dezier under the Ford Sales and Service Agreement, Curt may negotiate the sale of a vehicle to a friend, provided that the sale is approved in advance by Tim, Chris or an employee designated by Tim or Chris, To -1 610330 P.o=. ,CV-25-1559 16:02 FROM BIPC-FAX B that trade involved is appraised by Tim, Chris or their designee and that any financing terms are approved in writing by Tim, Chris or their designee. The Employment Agreement dated July 27, 1997 between L. Curtis Barber, Inc. and Don continues and remains in full force and effect B. Evergreen AutoPark, Inc. ("Evergreen"): Curt shall resign as a director and an officer of Evergreen, effective immediately. C. Newville Auto Outlet ("Newville"): 1. Newville will be organized as an entity separate and apart from Evergreen. It may, ' 12 be formed as apartnershlp (general or limited), C corporation, S corporation ors limited liability company, at the sole discretion of the Slikes. It will be a wholly owned subsidiary of Curtis Ford. Curt will operate Newville solely as a x& ,B \'t?'r- -moused car dealership. Cart will have sales and administrative responsibilities and, normay ?I3IHi W1XX M responsibilities with respect to hiring and firing employees. One or more of the Slikes will oversee Curt's performance of his sales and administrative responsibilities. 2. For his services, Curt shall be paid $1,000 per week, payable in accordance with Curtis Ford's normal payroll procedures, for a minimum period of two (2) years. In addition, until the second anniversary of the date hereof, he shall have the use of an automobile approved by the Slikes and Individual health insurance coverage under plan(s) offered by Curtis Ford from time to time. Curt shall execute and deliver an employment agreement in form and substance mutually agreeable to the parties to supplement the terms hereof if so requested by the Slikes. Curt shall be an at-will employee. 3. Curt shall receive the compensation and benefits referenced above for a minimum period of two (2) years even ifNewville is closed; provided, however, that Curt shall forfeit any unpaid compensation and benefits for the balance of the two (2) year period in the event of Curt's d, gross negligence, willful misconduct or C/ criminal act triple-net Q 4. The existing ease for the premises located at 98 Broad Street, Newville, .r? Cumberland County, Pennsylvania will Cy /Q? mot continue with rent being $25.00 pdeliver: J/ A new lease shall be negotiated when Newville Auto outlet separat;s from L: Cur Ba ez, Inc . ? ? ,h ?? 5 y ?p If Newville Auto Outlet is not profitable after six m?t s, at the Slikes' option the business may be-..-terminated with L. Cur Barber, Ii giving thirty days notice to Curt. X04 6. L. Curtis Barber, Inc., will make available $100,000.00 from//the existing floor plan line(s) for Newville Auto Outlet subject to Ford Credit/Floor p3 provider approval. , 7. The Slikes will:;indemriifyi:'Curt:•against .guarantees.: he signed previously on -' - ^6eeia_.f of L. Curtis Barber, Inc., and Evergreen AutoPark, Inc. p?,? ?j /I/ r NOO-25-1998 1 : 02 FP,OM B I PC-FAX B TO 761OL3.30 r-. '.- D. Miscellaneous: * 1. To the extent permitted by law and/or by any guarantee agreements signed by Curt and Don prior to the date hereof, Curt agrees to indemnify and hold Don harmless against all losses, claims, damages, liabilities, costs and expenses , (including attorneys fees and court costs) which Don may incur arising out of or by reason of the guaranty or suretyship agreement signed by Don guaranteeing L. Curtis Barber, Inc.'s financing from Ford Motor Credit. 2. The parties agree that any breach of this agreement may not be compensable by monetary damages and hereby consent to the equity jurisdiction of the Courts of the Commonwealth of Pennsylvania and the parties specifically authorize and grant to the other parties and to the Court the right to obtain (and in the case of the Courts, to enter an order granting) injunctive relief, specific performance, and to provide other equitable relief as may be appropriate under the circumstances, in addition to monetary damages and other relief permitted at law or in equity. 3. The failure of any party to insist in any one or more instance upon the strict performance of any of the obligations under this agreement, or to exercise any option provided under the terms of this agreement, shall not be construed as a waiver or relinquishment for the future, and all rights and obligations of the parties shall continue and remain in full force and effect. No waiver shall be deemed to have been made by any party unless such waiver is made expressly in writing and signed by the party to be bound by the waiver. 4. This agreement, except as otherwise provided herein, shall be binding upon and inure to the benefit of the parties hereto, their respective personal representatives, heirs and assigns. The interpretation and performance of this agreement shall be governed in all respect by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions. 6. This agreement constitutes the entire agreement between the parties with respect to the'subject matter hereof and supersedes, merges, and replaces all prior negotiations, offers, representations, warranties and agreements with respect to such subject matter. The parties hereto shall each perform such arts, execute and deliver such instruments, assignments, endorsements and other documents, and do all such other things consistent with the terms hereof as may be reasonably necessary or desirable to accomplish the purposes and intent of this agreement. * Item D (1) accepted subject to subsequent interpretation ?G 1.1131-25-1998 16:W FROM BIPC-FAX B TO 11610330 P. C35 Donald . Sue - - ----------- L. Curtis Barber HBO I,: 104689-1 t r_ AGREEMENT AND RELEASE THIS AGREEMENT AND RELEASE ("Agreement") is made this ld?day of May, 1999, by and among L. CURTIS BARBER, INC., a Pennsylvania corporation with offices located at 215 South Carlisle Street, New Bloomfield, Pennsylvania 17068 (the "Company"), L. CURTIS BARBER, an individual residing at 15 West High Street, New Bloomfield, Pennsylvania 17068 ("Curt"), DONALD E. SLIKE, an individual residing at 100 East Lauer Lane, Camp Hill, - Pennsylvania 17011 ("Don"), CHRISTOPHER L. SLIKE, an individual residing at 110 Wildflower Drive, Carlisle, Pennsylvania 17013 ("Chris"), and TIMOTHY J. SLIKE, an individual residing at. 1901 Louisa Lane, Mechanicsburg, Pennsylvania 17055 ("Tim"). RECITALS WHEREAS, Chris and Tim together loaned the Company Two Hundred Five "Thousand Seven Hundred Ninety Four Dollars and Fifty-Five Cents ($205,794.55), as evidenced by a Promissory Note dated July 9, 1997 issued by the Company, a copy of which is attached hereto as Exllibit A; and WHEREAS, the Company paid interest on the July, 9, 1997 Promissory Note up to and until October 15, 1998; and WHEREAS, the Company repaid Eighteen Thousand One Hundred and Twenty Five Dollars ($18,125.00) to each of Chris and Tim, and now owes each of Chris and T im in principal and accrued interest Eighty Eight Thousand Sixty Six Dollars and Eighty Five Cents ($88.0.66.85) on the July 9, 1997 Promissory Note; WHEREAS, on July 23, 1997, Chris purchased Fifty (50) shares of the Company's common stock for a purchase price of Seventy Five Thousand One Hundred Seven Dollars and Q Fifty Cents ($75,107.50) and Tim purchased Forty Six (46) shares of the Company's common stock for a purchase price of Sixty Nine Thousand Ninety Eight Dollars and Ninety Cents ($69,098.90), together acquiring 49% ownership of the Company; and WHEREAS, Don and the Company entered into an Employment Agreement dated July 23, 1997 (the "Employment Agreement"), a copy of which is attached hereto as Exhibit B. pursuant to which Don was engaged by the Company to act as the exclusive manager of its business operations; and WHEREAS, between November, 1998 and March, 1999, Don invested Seventy Five Thousand Dollars ($75,000.00) to the Company, which investment was treated by the Company as a capital contribution; and WHEREAS, between November, 1998 and March, 1999, Don loaned the Company a total of Two Hundred Forty Seven Thousand Five Hundred Ninety One Dollars and Ten Cents ($247,591.10); and i 203161 v 3 WHEREAS, Curt, Don, Chris and Tim are parties to a Letter Agreement dated November 24, 1998 (the "Letter Agreement"), a copy of which is attached as Exhibit C hereto, pursuant to which Don Chris and Tim effectively took control of the Company and of Evergreen; and WHEREAS, the parties have agreed to restructure the obligations of the Company to Don, Chris and Tim and memorialize the Company's obligations to Don; and C, WHEREAS, Curt has agreed to purchase the Company's stock owned by each of Chris and Tim for the purchase price each paid for such stock as set forth hereinabove and to purchase from Don the capital contribution Don made to the Company as set forth hereinabove; and WHEREAS, Don, Chris and Tim wish to sever all relations with the Company in their respective capacities as directors, officers, employees and shareholders. AGREEMENT NOW, THEREFORE, with the intent to be legally bound hereby, the parties hereto agree as follows: 1. Resignations. Chris and Tim, effective as of the close of business on April 30, 1999, hereby resign as members of the Board of Directors of the Company. In addition, Chris, effective as of &,..e close of business on April 30, 1999, hereby resigns from each office he holds-vvith the Company, including but not limited to the office of President of the Company. Tim, effective as of the close of business on April 30, 1999, hereby resigns from each office he holds with the Company. including but not limited to the office of Secretary/Treasurer of the Company. Each of these resignations is hereby accepted by the Boards and Shareholders of the Company. 2. Termnation of Employment Agreement. The Company and Don mun ally agree that the Employment Agreement is hereby terminated effective as of the close of business on April 30, 1999 and that the parties shall have no further obligations to each other thereunder. The parties agree that this Agreement supersedes and replaces in every respect the Employment Agreement. 3. Termination of Letter Agreement. Each of Curt, Don, Chris and Tim hereby agree that each provision of the Letter Agreement is hereby terminated, and that this Agreement supersedes and replaces in every respect the Letter Agreement. 4. Curt's Obligations. a. To Don. In consideration of all of the agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Curt hereby agrees to purchase from Don the capital contribution made by Don to the Company in the amount of Seventy Two Thousand One Hundred Dollars ($72,100.00), pursuant to the terms and conditions of the Secured Promissory Note dated of even date herewith, the terms of which are hereby incorporated by reference, at an interest rate of 9.25% per annum over a term of five years secured by all Collateral of the Company (as such term is defined in the Security Agreement by and among the Company, Curt, Don, Chris and Tim of even date herewith (the "Security Agreement") 2 El the terms of which are hereby incorporated by reference). The parties agree that the principal of this Note reflects a credit of Two Thousand Nine Hundred Dollars ($2,900.00) in connection with an obligation owed by Evergreen Auto Park, Inc. to Curt. b. To Chris. In consideration of all of the agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Curt hereby agrees to purchase the 50 shares of common stock of the Company owned by Chris for a.- purchase price of Seventy Five Thousand One Hundred Seven Dollars and Fifty Cents ($75,107.50), pursuant to the terms and conditions of the Promissory Note of even date herewith, the terms of which are hereby incorporated by reference, at an interest rate of 9.25% per annum secured by all Collateral and the Pledged Interests (as such term is defined in the Pledge Agreement by and between Curt, Chris and Tim of even date herewith (the "Pledge Agreement") and the terms of which are hereby incorporated by reference.) C. To Tim. In consideration of all of the agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Curt hereby agrees to purchase from Tim the 49 shares of common stock of the Company owed by Tim for a purchase price of Sixty Nine Thousand Ninety Eight Dollars and Ninety Cents ($68,098.90), pursuant to the terms and conditions of the Promissory Note of even date herewith, the terms of which are hereby incorporated by reference, at an interest rate of 9.25% per annum secured by all Collateral and by the Pledged Interests. Company Payment Obligations: ` a. To Don. In consideration of all of the agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to repay Don, pursuant to the terms and conditions of the Secured Promissory Note of even date herewith, the terms of which are hereby incorporated by reference, the principal amount of Two Hundred Forty Seven Thousand Five Hundred Ninety One Dollars and Ten Cents ($247,591.10) at an interest rate of 9.25% per annum over a term of five years secured by all Collateral. b. To Chris. In consideration of all of the agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to repay to Chris, pursuant to the terms and conditions of the Promissory Note attached of even date herewith, the terms of which are hereby incorporated by reference, the principal sum of Eighty Nine Thousand Three Hundred Sixty Six Dollars and Eighty Five Cents ($88,066.85) at an interest rate of 9.25% per annum secured by all Collateral and the Pledged Interests. C. To Tim. In consideration of all of the agreements made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to repay to Tim, pursuant to the terms and conditions of the Promissory Note of even date herewith, the terms of which are hereby incorporated by reference, the principal sum of Eighty Eight Thousand Sixty-Six Dollars and Eighty Five Cents ($88,066.85) at an interest rate of 9.25% per annum secured by all Collateral and the Pledged Interests. 6. Release. Each of the Company, and Curt (the "Party" or the "Barber Parties") and each of Don, Chris and Tim (the "Party" or the "Slike Parties"), as an inducement for the other Party to enter into this Agreement, knowingly ; rernise?f?recr dirge each other, their heirs, personal representatives and assigns, frow any and aii manner, ofc?laims, liabilities, actions, causes of action, suits, debts, rents, sums of money, contracts, controversies, agreements, promises and demands whatsoever, both at law and in equity, wliehvnd the Barer Poor 'r1-a-&, or w ucfi tTiey ma fie3 ate "IY a aga nst tree [er Party arising out of or°i caectic? aarit.th rela?f a?a,?erbf?acr Faro`°t Hof thrty, any claims, liabilities, actions, causes of action, suits, debts, rents, sums of money, contracts, controversies, agreements, promises or demands whatsoever arising out of or ?1g-t?t imisre efitiQnal.-na?l?..r„t .-, 7. Indemnification. kz? a. In Favor of the Slikes. The Company and Curt, as an inducement for Don, Chris and Tim to enter into this Agreement, hereby agree, jointly and severally, to indemnify and hold harmless each of Don, Chris and Tim, their heirs, personal representatives and assigns, from any and all manner of claims, liabilities, actions, causes of action, suits, debts, rents, sums of money, contracts, controversies, agreements, promises and demands whatsoever, both at law and in equity, brought by any third party against Don, Chris and/or Tim arising out of or in connection with the relationships of each of Don, Chris and Tim with the Company and/or Curt, including but not limited to the personal guaranties made by Don, Chris and Tim on the financing provided by Ford Motor Credit and the Bank of Hanover to the Company, or to any actions which Don, i Chris and Tim may have taken, or may have failed to take, in their respective capacities as officers, directors, employees, shareholders, creditors and advisors of the Company and/or of Curt. b. In Favor of Curt and Sandra. Don, Chris and Tim, as an inducement for Curt to enter into this Agreement, hereby agree, jointly and severally, to indemnify and hold harmless each of Curt and Sandra, their heirs, personal representatives and assigns, from any and all manner of claims, liabilities, actions, causes of action, suits, debts, rents, sums of money, contracts, controversies, agreements, promises and demands whatsoever, both at law and in equity, ' " g°ot't'?Oftir in connection with tiie?er?nas;f a"hymtnadery Eurtw44ar- 8aclsaszarirtg provided by the B> ,a4ianov O to--Evergreen Auto Park, Inc. or (ii) to Don, Chris and Tim. 8. Negative Covenant. In consideration of all of the agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Curt and Sandra hereby agree that until such time as each Promissory Note referenced herein is paid in full, in no event shall the annual total compensation, which includes but is not limited to any salary, bonus dividends or other distributions payable to Curt or to Sandra, directly or indirectly, paid by the Company or any other subsidiary or affiliate of the Company exceed a total of One Hundred and Twenty Five Thousand Dollars ($125,000.00), plus (i) any amounts required by Curt to meet his obligations to each of Don, Chris and Tim as set forth in Section 4 hereinabove, and (ii) any amounts distributed to Curt solely to permit him to satisfy his tax obligations as a consequence of the company's status as an S corporation for federal and state income tax purposes. 4 el 9. Best Efforts to Release from Guaranties. a. Curt's Obligation. Curt hereby agrees to use his best efforts to cause each of Don, Chris and Tim to be released as soon as possible from the personal guaranties made by Don, Chris and Tim on the- financing provided by Ford Motor Credit and the )dank 6r Hanover to the Company. In the event that each of Don, Chris and Tim are not removed as guarantors on such loans on or before the close on business on December 31, 2000, the parties hereby agree and acknowledge that the Company shall provide Don (or his designee) with one (1) demonstrator vehicle of his choice until such time as each of Don, Chris and Tom has been removed from all personal guaranties of the Company's obligations. b. Don's Obligation. Don hereby agrees to use his best efforts to cause Curt and _ Sandra to be released as soon as possible from the persgaal guaranties made by Curt and Sandra on the financing provided by the Bank of Hanover (i) to Evergreen Auto Park, Inc. and (ii) to Don, Chris and Tim, if such debt was in fact guaranteed by Curt and Sandra. 10. Tim To Remain on Payroll. The parties hereby agree that the Company shall make severance payments to Tim in the amount of Three Hundred Dollars ($300.00) per week, exclusive •• 4 of any taxes or withholding, until December 31, 1999. 11. Reserved. a 12. Election to Treat Taxable Year As Two Separate Taxable Years. The Company and each of its shareholders hereby authorize the Company to elect to close its books as of the date hereof and treat the current taxable year as two separate taxable years, pursuant to the Internal Revenue Code Section 1377(a)(2), as amended. The parties agree to make any and all assurances and/or to execute any and all documents that the Company and its advisors deem necessary to effectuate the foregoing. 13. Acknowledgement. Each party acknowledges that it/he/she has carefully read and fully understands the provisions of this Agreement including the releases, terminations and indemnifications contained herein, and has been afforded the opportunity to consult with counsel regarding the same. 14. Heirs and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parries and their respective successors, assigns, heirs, and personal representatives. 15. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same document. 16. Severability. The provisions and sections of this Agreement are severable. If any of the provisions of this Agreement or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application. El 17. Conflict of Laws. This Agreement shall be interpreted under the laws of the Commonwealth of Pennsylvania. 18. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supercedes all prior written or oral agreements and understandings between the parties with respect to the subject matter hereof..- (Signatures on Next Page) 11 6 t? IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by themselves or their duly authorized officers the day and year first above written. L.. CURTIS BARBER, INC. r By: L. Curtis Barber, President L. Curtis Barber. _ ___ 4 htw? - Dan E. like _ ?--rStop$'e-r-IL. Z49,-fike Timothy 0 a 7 CERTIFICATE OF SERVICE I hereby certify that on this 3rd day of June 2008,1 served a true and correct copy of the foregoing on the following individual(s) via postage-prepaid, first class mail and addressed as follows: James P. DeAngelo, Esq. Charles T. Young, Esq. McNees Wallace & Nurick LLC P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 ictor P. a , squire Dilworth Paxson LLP 112 Market Street, 8th Floor Tel.: (717) 236-4812 Attorneys for Plaintiff " ?? , C ? . _ . i , ?, .--? ?-? .-? t- ? ? ? , ., - - y? is ' _ :?. ? . , ,; =? ?°~- .. 4 . • McNEES WALLACE & NURICK LLC James P. DeAngelo Attorney I.D. No. 62377 Charles T. Young, Jr. Attorney I.D. No. 80680 P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (phone) (717) 260-1760 (fax) Attorneys for Defendants L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY, Plaintiff, V. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, A Pennsylvania Limited Partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC., Defendants. : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA : CIVIL ACTION -LAW : NO. 06-1201 CIVIL DEFENDANT EVERGREEN AUTOPARK INC.'S PRELIMINARY OBJECTION TO THE AMENDED COMPLAINT Defendant Evergreen AutoPark, Inc. ("Evergreen"), by and through its attorneys McNEES WALLACE & NURICK LLC, hereby files this Preliminary Objection to the Amended Complaint. In support thereof, Evergreen states the following: Preliminary Objection -- Asserted Pursuant to Pa.R.C.P. 1028(a)(1) Improper Service of Process on Defendant Evergreen AutoPark, Inc. 1. Plaintiff never properly served Evergreen with either the Writ of Summons commencing this litigation, or the subsequent Complaint(s). 2. The docket does not contain a Sheriffs Return, indicating service of the Writ of Summons on Evergreen, and Plaintiff only mailed the Complaints to Evergreen and/or its counsel, which does not constitute sufficient service under the Pennsylvania Rules of Civil Procedure. WHEREFORE Defendant Evergreen AutoPark, Inc. requests that the Court sustain this Preliminary Objection and dismiss Plainti it action against it for lack of service of original process. 7/ e McNEES WALLACE & NURIQK LLC Dated: June Ib, 2008 By .r v L "' 74 mes P. DeA e Attorney I.D. o. 2377 Charles T. Y g, Jr. Attorney I. . o.80680 P.O. Box 66, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (717) 260-1760 (fax) Attorneys for Defendants 2 A. CERTIFICATE OF SERVICE _rff I, Charles T. Young, Jr., hereby certify that on this day of June 2008, a true and correct copy of the foregoing document was served by U.S. first-class mail, postage prepaid, on the following: Attorney for Plaintiff Victor P. Stabile, Esq. Dilworth Paxso P 112 Market Stre h F Harrisburg, P 1 10 Charles T. Y Attorney for 4 ? O 'T Yom,. P ? 1 /? -N IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY Plaintiff, V. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. Yfe- ^T1 r*'i ZC-) -o G -U CIVIL ACTION - LAW No. 06-1201 CIVIL JURY TRIAL DEMANDED PLAINTIFF'S RESPONSE TO DEFENDANT EVERGREEN AUTOPARK INC'S PRELIMINARY OBJECTIONS TO AMENDED COMPLAINT AND NOW, comes the plaintiff L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY ("Curtis Ford"), and files the following response to the defendant's Evergreen Autopark, Inc.'s ("Evergreen") preliminary as follows: 1. Denied as a legal conclusion requiring no response. By way of further answer, service upon a corporate defendant under Pa. R.C.P. 424(1) is proper if service is made upon any "executive officer, partner or trustee of the corporation or similar entity..." 2. It is believed and averred that the defendant Timothy J. Slike was and is an officer of the defendant Evergreen. 3. This matter proceeded by writ of summons issued March 2, 2006. The writ was reissued May 9, 2006 for service upon all defendants. The sheriff s returns for Timothy J. Slike and for Evergreen, attached hereto as Exhibit A and B, respectively, indicate that the sheriff was unable to locate Timothy J. Slike and that Evergreen was out of business. 4. Timothy J. Slike was served by the sheriff on May 18, 2006 as per the return of service attached hereto as Exhibit C. WHEREFORE, the plaintiff Curtis Ford respectfully requests that the preliminary objection of the defendant Evergreen be dismissed. Res ectfully submitted, /44A? ictor P. S e, sq. Dilworth Paxson LP 112 Market Street, 8th Fl. Harrisburg, PA 17101 (717) 236-4812 Dated: June 30, 2008 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. 4904 relating to unsworn falsification to authorities, I hereby certify that the facts set forth in the foregoing document are true and correct to the best of my knowledge, information and belief. 239231 ' SHERIFF'S RETURN - NOT FOUND SE NO: 2006-012010 f COMMONTWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND L CURTIS BARBER INC TDBA CURTI APR 1 2006 VS L SLIKE DONALD E ET AL - R. Thomas Kline Sheriff or Deputy Sheriff, who being duly sworn according to law, says, that he made a diligent search and inquiry for the within named DEFENDANT ?_r rsr? .T ,?T T i??mirv _ but was e. in his bailiwick. He therefore returns the WRIT OF SUMMONS , the within named DEFENDANT 1901 LOUISA DRIVE SLIKE TIMOTHY J six CIS to MECHANICSBURG, PA 17055 DEFENDANT HAS NOT LIVED AT 1901 LOUISA DRIVE FOR OVER A YEAR. Sheriff's Costs: So answers- Docketing 6.00 Service 8.80 Not Found 5.00 R. Thomas Kline Surcharge 10.00 Sheriff of Cumberland County .00 29.80 DILWORTH PAXSON 03/27/2006 Sworn and subscribed to before me this day of A.D. Prothonotary COUNTY OF YORK APP, 1 0 2006 OFFICE OF THE SHEIFF 45 N. GEORGE ST., YORK, PA 17401 -J* SERVICE and AFFIDAVIT OF RETURN USTM SERVICE CALL (717) 771-9601 EASE TYPE OK.Y L/NE 1 THRU 12 DO NOT DETACH ANY Ctrs 3. DEFENDANT/S/ L. Curtis Barber Inc t/d/b/a Curtis Ford Mercury 201 civil 4. TYPE OF WRIT OR COMPLAINT Donald E. Slike et al Writ of SutTions WOSUM SERVE 5. NAME OF INDIVIDUAL, COMPANY, CORPORATION, ETC. TO SERVE OR DESCRIPTION OF PROPERTY TO BE LEVIED, ATTACHED, OR SOLD It'?erl 'At'il' '; 6 ADDRESS (STREET OR RFO WITH BOX NUMBER, APT. NO., CITY, BORO, TWP, STATE ZIP CODE) AT 4100 Carlisle Road Dover, PA 17315 x7 ?- , t s-fo 7. t?sff INDICATE SERVICE: O PERSONAL U PERSON IN CHARGE DEPUTIZE '.CRT. L U 1ST CLASS MAIL U POSTED U OTHER NOW March 9 , 20 06 I, SHERIFF O UNTY, PA, do hereby deputize .the sheriff of Yor COUNTY to execute this a return th rding b law. This deputization being made at the request and risk of the plaintiff.. J' 1. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING 66"gCEO F C 0 U N T Y ADVANCE FEE PAID BY CUMBERLAND CO. SHERIFF Please mail return of service to Cunberland County Sheriff. Thank you. TOTE: ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN - Any deputy sheriff levying upon or attaching any property under within writ may Wave same a walahahan. in custody of whomever is found in possession, after nob" person Of Wry ar attachment, wittrout wm for any loss, deswrxion. or removal of any property before sheriffs sale thereon. Nsbi on the pad of such deputy or the sheriff to any plaintiff I. TYPE NAME and ADDRESS of ATTORNEY / ORIGINATOR and SIGNATURE V ICTOR P. STABILE, ES . 10. TELEPHONE NUMBER 11. DATE FILED 112 MARKET ST, 8th FLOOR, HARRISBURG, PA 17101 1717-236-4812 13/2/2006 2. SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: (This area must be completed t notice is to be mailed) CUMBERLAND COUNTY SHERIFF 3. I ackrtowledge receipt of the writ 14 DATE RECEIVED 15. ExprationNlearing Date or oDrtip1i'K's indicated above. M J M C G I L L Y C S O 13/13/2006 4/ 1 /2 0 0 6 6. HOW SERVED: PERSONAL ( ) RESIDENCE ( ) POSTED( ) POE( ) SHERIFFS OFFICE ( ) OTHER ( ) SEE REMARKS BELOW 7. O 1 hereby candy and return a NOT FOUND because I am unable to locate the individual. company, ate. named above. (See remarks below.) a. NAME AND TITLE OF INDIVIDUAL SERVED / LIST ADDRESS HERE IF NOT SHOWN ABOVE (Relationship to Defendant) 19. Date of Service 20. Time of Service I _ t Date I Time I Mies Int. Date Time Miles int. (ate Time Miles IM. Dab Twine Miles Int. Dale Time Miles Int. 2. REMARKS: `y`"l •"J V tier JJ 3. Advance Costs Service Costs 2 N/F 26. µtleage 7ftsW"otary 26. Sub TOW 29. Pouind 30. Notary 31. Surchg. 32. Tot. Coats 33 Coq, Due! .00.00 7a.t FonaiyiCMr Coats 35. Advance Costs 36Service CostCert. 38. Mie spNPrxtUgegdW Found 39. Total Costs 40. Costs Due or Refund 1. AFFIRMED and subscribed to me this nri sD ANSWERS ' OK" !. day of March 20 Q613. NN 44 ? ?? 45. DATE COMMONWEALTH 0PM t 1LVTk A 46. SWINIU a of York ?[ ? 47. DATE cou sheiiff NOTARIAL SFAL Fordilliam M Hose, Sherif . 3/22/06 LISA L. BOVNAN, NOTARY PUBLIU CITY OF YORK, YORK COUNTY se. CouS a Foreign F1 AUTH M TURE 51 OF -9, F WHITE - UMN Authoriy 2. PINK - Attomey 3. CANARY -Sheriffs office 4. BLUE - SheWs Office SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2006-01201 COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND L CURTIS BARBER I-NC TDBA CURTI VS SLIKE DONALD E ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: f+T TTlL+ MTIurnmt V T but was unable to locate Him deputized the sheriff of PERRY serve the within WRIT OF SUMMONS County, Pennsylvania, to On May 22nd , 2006 , this office was in receipt of the attached return from PERRY Sheriff's Docketing Out of Co, Surcharge Dep Perry Postage Costs: 18.00 .inty 9.00 10.00 County 27.00 .78 V Z . / U 05/22/2006 DILWORTH PAXSON in his bailiwick. He therefore So answer R. Thomas Kline Sheriff of Cumberland County n The Court of Coon Fleas of Cumberland tonnty, Pennsylvania L. Curtis Barber Inc et al VS. Donald E.-Slike et al SERVE: Timothy J. Slike 06-1201 civil No. Now, _ May 15, 2006 , I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Pew' County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service Now, May 18 , , 2006 , at 11:1%'clock , A M. served the within Writ of Summons upon Timothy J. Slike at 279 E. Main St. (Northwoods Auto Sale) New Bloomfield Boro, PA 17068 by handing to Timothy J. Slike, Defendant a True & Attested copy of the original and made known to Him Writ of Summons the contents thereof. So answers, Aaron D. Richards Sworn and subscribed before me this / g-hday of 20 o 6 NOTARIAL SEAL . . - GZe? Z - xl/? Deputy Sheriff of Perry County, PA COSTS SERVICE l $ • oy MILEAGE y co _- AFFIDAVIT 5 . vy $ d?.OT $ N . CERTIFICATE OF SERVICE I hereby certify that on this 30th day of June 2008, I served a true and correct copy of the foregoing on the following individual(s) via postage-prepaid, first class mail and addressed as follows: James P. DeAngelo, Esq. Charles T. Young, Esq. McNees Wallace & Nurick LLC P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 Victor P. , squire Dilworth Paxson LLP 112 Market Street, 8th Floor Tel.: (717) 236-4812 Attorneys for Plaintiff C7 ` C- = C r DILWORTH PAXSON LLP LAW OFFICES DIRECT DIAL NUMBER: (717) 236-4812 Victor P. Stabile vstabile@dilworthlaw.com July 2, 2008 VIA FIRST-CLASS MAIL Curtis R. Long, Prothonotary Office of the Prothonotary Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17103 RE: L. Curtis Barber, Inc., t/d/b/a Curtis Ford Mercury v Donald E Slike et al. No. 06-1201 CIVIL Dear Mr. Long: Enclosed for filing is the original "Plaintiff's Response to Defendant Evergreen Autopark, Inc.'s Preliminary Objections to Amended Complaint" in the above-captioned matter. This document was incorrectly filed with the Office of the Prothonotary in Dauphin County on June 30, 2008. Please time-stamp the enclosed copy and return it to me in the self-addressed stamped envelope I have provided. Thank you for your help and cooperation. Should there be any questions, please do not hesitate to call. VPS/ely Enclosures C: All Counsel of Record 112 MARKET STREET • 8TH FLOOR HARRISBURG PA 17101 263231 (717) 236-4812 • FAX (717) 236-7811 www.dilworthlaw.com CHERRY HILL NJ NEPTUNE NJ PHILADELPHIA PA WASHINGTON DC WILMINGTON DE McNEES WALLACE & NURICK LLc James P. DeAngelo Attorney I.D. No. 62377 Charles T. Young, Jr. Attorney I.D. No. 80680 P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (phone) (717) 260-1760 (fax) Attorneys for Defendants L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY, Plaintiff, V. : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA CIVIL ACTION - LAW DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, : A Pennsylvania Limited Partnership, : TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, NO. 06-1201 CIVIL INC., Defendants. NOTICE TO PLEAD TO: Plaintiff L. Curtis Barber, Inc. t/d/b/a Curtis Ford Mercury and its attorney, Victor P. Stabile, Esq. YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED ANSWER AND NEW MATTER WITHIN ENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE EN ED/AGAFNST YOU. McNEES WALLACE &1NLAICK LLC BY. James P. De elo Attorney I.D . 62377 Charles T. ung, Jr. Attorney I . No. 80680 P.O. Box 66, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (717) 260-1760 (fax) Dated: July, , 2008 Attorneys for Defendants McNEES WALLACE & NURICK LLC James P. DeAngelo Attorney I.D. No. 62377 Charles T. Young, Jr. Attorney I.D. No. 80680 P.O. Box 1166, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (phone) (717) 260-1760 (fax) Attorneys for Defendants L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY, Plaintiff, V. : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA CIVIL ACTION - LAW DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, : A Pennsylvania Limited Partnership, : TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, NO. 06-1201 CIVIL INC., Defendants. ANSWER AND NEW MATTER OF DEFENDANTS DONALD E. SLIKE, DES ASSOCIATES, TIMOTHY J. SLIKE AND CHRISTOPHER L. SLIKE FILED IN RESPONSE TO THE AMENDED COMPLAINT Defendants Donald E. Slike, DES Associates, Timothy J. Slike, and Christopher L. Slike, by and through their attorneys McNEES WALLACE & NURICK LLC, hereby file this Answer and New Matter to the Amended Complaint. In support thereof, Defendants state the following: 1. It is admitted that Curtis Ford is a Pennsylvania corporation. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 2. It is admitted that Donald E. Slike is an adult individual residing at 100 E. Lauer Lane, Camp Hill, PA 17011. 3. It is admitted that DES Associates is a Pennsylvania limited partnership. It is further admitted that Donald E. Slike is the general partner of DES Associates. The remainder of the allegations is denied. By way of further response, the offices of DES Associates are currently located at 3619 Simpson Ferry Road, Camp Hill, PA 17011. 4. It is admitted that Timothy J. Slike is an adult individual and son of Donald E. Slike. It is denied that he presently resides at 1901 Louisa Drive, Mechanicsburg, PA 17055. 5. It is admitted that Christopher L. Slike is an adult individual and son of Donald E. Slike. The remainder of the allegations is denied. By way of further response, Christopher L. Slike resides at 120 Wildflower Drive, Carlisle, PA 17015. 6. It is admitted that Evergreen AutoPark, Inc. ("Evergreen") is a Pennsylvania corporation, and it previously sold used cars and trucks. It is further admitted that both Timothy and Christopher Slike were, at one time, owners of Evergreen. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 7. It is admitted that Curtis Ford was at one time an authorized Ford-Mercury dealer through the Ford Motor Corporation ("Ford Motor"), and it sold new and used cars and trucks. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 8. Denied. Curtis Ford's tax returns indicate that it was not typically a profitable business. After reasonable investigation, Defendants are without knowledge or 2 information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 9. It is admitted that Curtis Ford secured floor plan financing through Ford Motor Credit Corporation ("Ford Credit"). After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 10. It is admitted that Curtis Ford was generally required to meet all of the terms and conditions of its floor plan financing in order to maintain said financing. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 11. Denied. Curtis Ford's tax returns indicate that it was not typically a profitable business. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 12. It is admitted that Donald Slike guaranteed a loan for $350,000. It is further admitted that Christopher and Timothy Slike obtained ownership interests in Curtis Ford. Lastly, it is admitted that Donald Slike has a criminal conviction. The remainder of the allegations is denied. Defendants specifically deny Plaintiffs characterizations of their conduct. Donald Slike neither sought nor desired the approval of Ford Motor. His participation in the business dealings was primarily intended to benefit his son, Timothy Slike. 3 13. Denied as stated. Donald Slike issued a check for $100,000 after Curt Barber executed a promissory note. There was no $100,000 line of credit. 14. It is admitted that Donald E. Slike executed an Employment Agreement. The Employment Agreement is a legal document that speaks for itself, and Defendants deny Plaintiffs self-serving characterizations of it. 15. It is admitted that Donald E. Slike guaranteed $350,000 in financing, and Christopher Slike and Timothy Slike obtained ownership interests in Curtis Ford. The remainder of the allegations is denied. The financing did not involve Evergreen. 16. It is admitted that Timothy and Christopher Slike were both added to the Board of Directors of Curtis Ford when they acquired ownership interests in the company. 17. It is admitted that Donald Slike provided capital to Curtis Ford. It is further admitted that Ford Credit conducted audits. The remainder of the allegations is denied. Plaintiffs characterizations of the events are specifically denied. 18. Plaintiffs characterizations of the "typical" transaction are denied. 19. Denied. The Slikes were not in control of Curtis Ford in December 1997. Curt Barber possessed a 51 % ownership interest in Curtis Ford as of that date. Furthermore, Curt Barber was President of Curtis Ford as of that date, and Curt Barber routinely acted in a unilateral manner without the knowledge or participation of the Slikes. Plaintiffs characterizations of the operations of Curtis Ford and the Slikes' conduct are denied. 20. Denied. It is denied that the Slikes mismanaged Curtis Ford in any way. By way of further response, the Slikes did not assume control of Curtis Ford until after 4 November 1998, and the Slikes were not responsible for Curtis Ford's financial problems. 21. The letter agreement of November 25, 1998, is a legal document that speaks for itself. Plaintiffs self-serving characterizations of it are denied. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 22. The letter agreement of November 25, 1998, is a legal document that speaks for itself. Plaintiffs self-serving characterizations of it are denied. By way of further response, it is denied that the Slikes mismanaged Curtis Ford in any way. 23. The Agreement and Release of May 10, 1999, is a legal document that speaks for itself, and Plaintiffs self-serving characterizations of it are denied. By way of further response, Plaintiff has failed to attach amendments to the Agreement and Release and related documents, dated October 1, 1999, and October 21, 1999. Plaintiff has also failed to attach the promissory notes executed as part of the Agreement and Release. 24. Denied. It is denied that Defendants caused any books or records to be in disarray. On the contrary, Defendants expended tremendous amounts of time and energy organizing Curtis Ford's records. At the same time, Curtis Barber actively interfered with Defendants' access to information. Barber went so far as to have the dealership's mail delivered to a post office box that he concealed from Defendants. 25. It is denied that the Slikes were overpaid or improperly took any funds from the dealership. It is denied that the Slikes' conduct in anyway caused the demise of the dealership. After reasonable investigation, Defendants are without knowledge or 5 information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 26. It is denied that any vehicles were improperly diverted to Evergreen. It is denied that Timothy or Christopher Slike benefited from any improper diversion of vehicles. 27. Denied. Plaintiffs characterizations of the conduct of the Slikes, Ford Motor, and Ford Credit are denied. The Slikes did not squeeze Curtis Barber out of Curtis Ford. By way of further response, the actions of Ford Motor and Ford Credit were the direct result of Curtis Barber's own improper conduct and financial improprieties, including specifically, selling motor vehicles "out of trust." 28. Admitted in part, denied in part. Defendants are aware that criminal charges were brought against Curt Barber. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of these averments. Therefore, they are deemed denied. 29. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of these averments. Therefore, they are deemed denied. 30. It is denied that the Slikes improperly took any funds from the dealership. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 31. Denied. It is denied that Defendants improperly took any funds from the dealership. It is further denied that Defendants forged Mr. Barber's name on any check 6 or other document. After reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remainder of the averments. Therefore, they are deemed denied. 32. Denied. It is denied that Donald Slike ever agreed that Plaintiff was entitled to $40,000 worth of vehicles. By way of further response, Defendants did not unlawfully take or retain any funds from Curtis Ford, and Plaintiffs self-serving characterizations of Defendants' conduct are denied. COUNT I - ALLEGED CONVERSION CURTIS FORD v. ALL DEFENDANTS 33. Defendants hereby incorporate their responses to Paragraphs 1 to 32 as though the same were fully set forth herein at length. 34. Denied. Defendants have not converted funds that were the property of Curtis Ford. 35. Denied. Defendants have not wrongfully converted any funds or other property belonging to Curtis Ford. WHEREFORE, Defendants Donald E. Slike, DES Associates, Timothy J. Slike, and Christopher L. Slike respectfully request that the Court enter judgment in their favor and against Plaintiff, and award Defendants their costs. COUNT II - ALLEGED BREACH OF FIDUCIARY DUTY CURTIS FORD v. TIMOTHY AND CHRISTOPHER SLIKE 36. Defendants hereby incorporate their responses to Paragraphs 1 to 35 as though the same were fully set forth herein at length. 37. It is admitted that Timothy and Christopher Slike were, at times, officers and directors of Curtis Ford. The remainder of the allegations is denied. 7 38. This Paragraph states a legal conclusion to which no response is required. 39. Denied. It is denied that Timothy Slike and/or Christopher Slike breached any duties, fiduciary or otherwise, to Curtis Ford. It is denied that they engaged in self- dealing, willful misconduct, recklessness, and/or conversion of company funds and/or assets. It is denied that Plaintiff suffered any damages due to the conduct of Timothy Slike and/or Christopher Slike. WHEREFORE, Defendants respectfully request that the Court enter judgment in their favor and against Plaintiff, and award Defendants their costs. COUNT III - ALLEGED BREACH OF DUTY CURTIS FORD v. TIMOTHY AND CHRISTOPHER SLIKE 40. Defendants hereby incorporate their responses to Paragraphs 1 to 39 as though the same were fully set forth herein at length. 41. It is admitted that Timothy and Christopher Slike were, at times, officers of Curtis Ford. The remainder of the allegations is denied. 42. This Paragraph states a legal conclusion to which no response is required. 43. Denied. It is denied that Timothy Slike and/or Christopher Slike breached any duties to Curtis Ford. It is denied that they engaged in self-dealing, willful misconduct, recklessness, and/or conversion of company funds and/or assets. It is denied that Plaintiff suffered any damages due to the conduct of Timothy Slike and/or Christopher Slike. WHEREFORE, Defendants respectfully request that the Court enter judgment in their favor and against Plaintiff, and award Defendants their costs. 8 NEW MATTER 44. Plaintiffs claims are barred by a release. 45. The Agreement and Release dated May 10, 1999, provides in relevant part, as follows: 6. Release. Each of the Company, and Curt (the "Party" or the "Barber Parties") and each of Don, Chris and Tim (the "Party" or the "Slike Parties"), as an inducement for the other Party to enter into this Agreement, knowingly and voluntarily release, remise and forever discharge each other, their heirs, personal representatives and assigns, from any and all manner of claims, liabilities, actions, causes of action, suits, debts, rents, sums of money, contracts, controversies, agreements, promises and demands whatsoever, both at law and in equity, which either the Barber Parties, or the Slike Parties now have, ever had, or which they may hereafter have against the other Party arising out of or in connection with the relationship of any member of each Party to any member of the party, which release shall not include any claims, liabilities, actions, causes of action, suits, debts, rents, sums of money, contracts, controversies, agreements, promises or demands whatsoever arising out of or relating to fraud, willful misconduct or intentional malfeasance. (Agreement and Release, 5/10/99, at p.4, ¶6). 46. Plaintiff has not pleaded a claim for fraud or other intentional misconduct or malfeasance, and the release therefore bars Plaintiffs claims. 47. Other provisions of the parties' agreements may apply and bar Plaintiffs claims. 48. The Agreement and Release of May 10, 1999, was modified by Amendment dated October 1, 1999, and the attachments were similarly modified. (See Attached Exhibit "A," Amendment). 49. The parties' agreements and/or executed modifications may apply and bar Plaintiffs claims. 50. Plaintiffs claims are barred by the relevant statutes of limitations. 9 51. Plaintiffs tort claims are barred by the 2-year statute of limitations contained in 42 Pa.C.S.A. § 5524. 52. Plaintiff did not initiate this action until almost seven (7) years after execution of the Agreement and Release dated May 10, 1999. 53. Plaintiff has alleged that Curtis Ford secured floor plan financing not only for its new cars and trucks, but also for the purchase of used cars and trucks sold at its business. (Amended Complaint, ¶9). Accordingly, Plaintiff knew or should have known the precise status of any vehicles purchased or sold in its operations, and Plaintiffs current claims are barred by the statute of limitations. 54. The Agreement and Release of May 10, 1999, provided that the Company would close its books on May 10, 1999, and treat the current taxable year as two separate taxable years. (Agreement and Release, 5/10/99, at p.5, 112). Accordingly, Plaintiff knew or should have known the precise status of its business operations at that time, and Plaintiffs current claims are barred by the statute of limitations. 55. Plaintiff knew or should have known about the status of its business operations, and its claims are barred by the relevant statute of limitations. 56. Plaintiffs claims are barred by the doctrine of laches. 57. Plaintiffs claims may be barred by the doctrines of res judicata and/or collateral estoppel. 58. Plaintiffs claims may be barred by determinations made in the criminal proceedings against Curtis Barber. 10 59. Defendants are entitled to offset, setoff, and/or recoup the amounts that Plaintiff has failed to pay them in breach of the parties' various agreements and/or promissory notes. 60. Defendants are entitled to offset, setoff, and/or recoup those damages caused by the conduct of Plaintiff. 61. Plaintiffs claims are barred by the "gist of the action" doctrine. 62. Plaintiffs claims are barred by the "economic loss" doctrine. 63. Plaintiffs allegations are barred by the parol evidence rule. 64. Plaintiff has failed to plead the elements of a cause of action, either for conversion, breach of fiduciary duty, breach of duty, or otherwise. 65. Plaintiff has failed to plead the elements of a cause of action for conversion, including (1) that each Defendant acted without lawful justification and (2) that each Defendant acted without the owner's consent. 66.1 Plaintiffs claims may be barred by its consent given to the transactions in question. 67. Plaintiffs claims are barred by the payment(s) it received. 68. No cause of action for "breach of duty" exists in the Commonwealth of Pennsylvania. 69. Plaintiffs claims are barred by the doctrine of unclean hands. 70. Plaintiffs claims may be barred by the doctrine of estoppel. 71. Plaintiffs claims may be barred by its express or implied waiver. 72. Plaintiffs claims may be barred by the statute of frauds. 11 73. Plaintiffs claims may be barred by an accord and satisfaction reached between the parties. WHEREFORE, Defendants Donald E. Slike, DES Associates, Timothy J. Slike, and Christopher L. Slike respectfully request that the Court enter judgment in their favor and against Plaintiff, and award Defendants their McN Dated: July ??' '2008 By & NO WK PLC James P. De Ifig to Attorney I.DZNo. 62377 Charles T. *ou g, Jr. Attorney I. Nb. 80680 P.O. Box 1 6, 100 Pine Street Harrisburg, PA 17108-1166 (717) 237-5397 (717) 260-1760 (fax) Attorneys for Defendants 12 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities, I hereby certify that I have reviewed the foregoing Answer and New Matter to the Amended Complaint, and the facts set forth therein are true and correct to the best of my knowledge, information and belief. ?? xUtA f- - 44?' Donald E. Slike Dated: June , 2008 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities, I hereby certify that I have reviewed the foregoing Answer and New Matter to the Amended Complaint, and the facts set forth therein are true and correct to the best of my knowledge, information and belief. C/ Timo J. Sli Dated: June , 2008 VERIFICATION Subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities, I hereby certify that I have reviewed the foregoing Answer and New Matter to the Amended Complaint, and the facts set forth therein are true and correct to the best of my knowledge, information and belief. ,,, ".f 1'a'I- - --/ rx /0 Oe YMIZ?6 sNvistopher L. S e Dated: June tom, 2008 je? ,b,b, AMENDMENT TO AGREEMENT AND RELEASE THIS AMENDMENT TO AGREEMENT AND RELEASE ("Amendment") is made this tst day of October, 1999, by and among L. CURTIS BARBER, INC., a Pennsylvania corporation with offices located at 215 South Carlisle Street, New Bloomfield, Pennsylvania 17068 (the "Company"), L. CURTIS BARBER, an individual residing at 15 West High Street, New Bloomfield, Pennsylvania 17068 ("Curt"), DONALD E. SLIKE, an individual residing at 100 East Lauer Lane, Camp Hill, Pennsylvania 17011 ("Don"), CHRISTOPHER L. SLIKE, an individual residing at 110 Wildflower Drive, Carlisle, Pennsylvania 17013 ("Chris"), and TIMOTHY J. SLIKE, an individual residing at 1901 Louisa Lane, Mechanicsburg, Pennsylvania 17055 ("Tim"). RECITALS WHEREAS, the Company, Curt, Don and Chris executed and delivered an Agreement and Release, dated May 10, 1999 (the "Agreement"), pursuant to which (1) the parties restructured the obligations of the Company to Don, Chris and Tim and memorialized the Company's obligations to Don; (2) Curt purchased the Company's stock then owned by each of Chris and Tim and purchased from Don the capital contribution Don had made to the Company; and (3) Don, Chris and Tim severed all relations with the Company in their respective capacities as directors, officers, employees and shareholders; WHEREAS, the Company, Curt, Don, Chris and Tim hereby desire to amend the Agreement to substitute the Promissory Notes issued on May 10, 1999 by the Company to each of Don, Chris and Tim for new promissory notes to be issued on the date hereof by Curt to each of Don, Chris and Tim; WHEREAS, the Company has agreed to guarantee Curt's obligations under the Promissory Notes issued by Curt to Don, Chris and Tim on the date hereof and on May 10, 1999 by a guaranty agreement, in a form acceptable to Don, Tim and Chris, to be executed on the date hereof, and the Company has agreed to collateralize its guarantee obligations; WHEREAS, Curt has agreed to cause the Company to purchase insurance on the life of Curt in the aggregate amount of Five Hundred Thousand and 00/100 Dollars ($500,000) naming Don as the beneficiary on such insurance policy, and to maintain such insurance policy until such time as Curt's obligations under the Promissory Notes issued on May 10, 1999 and as of the date hereof are fully satisfied; and WHEREAS, all capitalized terms used herein without definition shall have the meaning specified in the Agreement. AGREEMENT NOW, THEREFORE, with the intent to be legally bound hereby, the parties hereto agree as follows: 14BG 208195 vG I . New Promissorv Notes. Section 5 of the Agreement is hereby deleted and replaced in its entirety,'as follows: 5. Curt's Payment Obligations and Company Obligations: a. To Don. In consideration of all of the agreements made herein and any amendments thereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Curt hereby agrees to repay Don, pursuant to the terms and conditions of the Secured Promissory Note attached dated October 1, 1999, the terms of which are hereby incorporated by reference, the principal amount of Two Hundred Forty Seven Thousand Five Hundred Ninety One Dollars and Ten Cents ($247,591.10) at an interest rate of 9.25% per annum over a terns of five years secured by all Collateral of the Company. b. To Chris. In consideration of all of the agreements made herein and any amendments thereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to repay to Chris, pursuant to the terms and conditions of the Secured Promissory Note attached dated October 1, 1999, the terms of which are hereby incorporated by reference, the principal sum of Eighty Nine Thousand Three Hundred Sixty Six Dollars and Eighty Five Cents ($88,066.85) at an interest rate of 9.25% per annum secured by all Collateral. C. To Tim. In consideration of all of the agreements made herein and any amendments thereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to repay to Tim, pursuant to the terms and conditions of the Promissory Note attached dated October 1, 1999, the terms of which are hereby incorporated by reference, the principal sum of Eighty Eight Thousand Sixty Six Dollars and Eighty Five Cents ($88,066.85) at an interest rate of 9.25% per annum secured by all Collateral. 2. Guaranty. In consideration of Don, Tim and Chris agreeing to release the Company of its obligations tinder the Promissory Notes issued by the Company on May 10, 1999 in favor of Don, Tim and Chris the Company hereby agrees to guarantee Curt's obligations under the Promissory Notes issued by Curt to Don, Chris and Tim on May 10, 1999 and on the date hereof, pursuant to the terms of a guaranty agreement in a form agreed to by Don, Chris and Tim and to be executed on the date hereof. The Company hereby agrees to collateralize its guarantee obligations by a security interest in collateral of a priority acceptable to Don, Chris and Tim. 3. Insurance. Within ten (10) business days from the date hereof, Curt hereby agrees to name Don as the beneficiary of an existing insurance policy on the life of Curt owned by the Company in the amount of Two Hundred Thousand Dollars ($200,000) (the "Existing Policy"). In addition, Curt hereby agrees to increase the amount of coverage under the Existing Policy to Five Hundred Thousand Dollars ($500,000) as soon as reasonably practicable, but in no event later than April 1, 2000. Curt hereby agrees to maintain the Existing Policy (with Don as the named beneficiary), in the increased amount as set forth above, until such time as Curt's obligations under the Promissory Notes issued on May 10, 1999 and as of the date hereof are fully satisfied and extinguished. 11BG 208195 v6 4. Except as modified herein, the Agreement is hereby ratified and confirmed 5. This Amendment shall be governed by, construed, interpreted and the rights of the parties determined under the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles. 6. This Amendment may be executed in any number of counterparts, each of which when executed shall be deemed an original, but all of which together shall constitute one and the same agreement. 7. A facsimile signature of any party hereto shall constitute a legal, valid and binding execution hereof by such party. IN WITNESS WHEREOF, the parties have executed this Amendment or caused this Amendment to be executed on the date first above written. L. CURTIS BARBER, INC. By: L. Curtis Barber, President .? 1 ./Z,6 / L. Curtis Barber Donald E. Slike istopher L. Ike Timot?ry . • ike -3- 1113G 208195 v6 CERTIFICATE OF SERVICE A G I, Charles T. Young, Jr., hereby certify that on this 11? day of July 2008, a true and correct copy of the foregoing document was served by U.S. first-class mail, postage prepaid, on the following: Attorney for Plaintiff Victor P. Stabile, Esq. Dilworth Paxson AP 112 Market Stree 8 Fl. Harrisburg, PA 7 01 Ch'wfes T. Young, Jr Attorney for Defe idhnts h.? ' .7 ??_ ) ? i"? ?.Y ?? 1_ " _ t --.-i ' ?5 -- .; Y ?? 'f '' ?_ t IN THE COURT OF COMMON EAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY Plaintiff, V. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. CIVIL ACTION - LAW No. 06-1M CIVIL JURY TRIAL DEMANDED PLAINTIFF'S ANSWER TO DEFENDANT'S' NEW MATTER AND NOW comes the Plaintiff, L. Curtis Barber, Inc. t/d/b/a Curtis Ford Mercury, through his counsel, and responds to Defendants' New Matter as follows: 44. Denied as legal conclusions requiring no response. 45. Denied in that the document speaks for itself. 46. Denied as legal conclusions requiring no response. 47. Denied in that the document speaks for itself and these are legal conclusions requiring no response. 48. Denied in that the documents speaks for themselves. 49. Denied as legal conclusions requiring no response. 50. Denied as legal conclusions requiring no response. 51. Denied as legal conclusions requiring no response. 52. Denied as legal conclusions and/or argument r quiring no response. e 53. Denied in that the Complaint speaks for itself,; and as legal conclusions requiring no response. 54. Denied in that the document speaks for itself, I'! and as legal conclusions requiring no response and that the document speaks for itself. 55. Denied as legal conclusions requiring no response. 56. Denied as legal conclusions requiring no response. 57. Denied as legal conclusions requiring no response. 58. Denied as legal conclusions requiring no response. 59. Denied as legal conclusions requiring no response. 60. Denied as legal conclusions requiring no response. 61. Denied as legal conclusions requiring no response. 62. Denied as legal conclusions requiring no response. 63. Denied as legal conclusions requiring no response. 64. Denied as legal conclusions requiring no response. 65. Denied as legal conclusions requiring no response. 66. Denied as legal conclusions requiring no response. 67. Denied as legal conclusions requiring no response. 68. Denied as legal conclusions requiring no response. 69. Denied as legal conclusions requiring no response. 70. Denied as legal conclusions requiring no response. 71. Denied as legal conclusions requiring no response. 72. Denied as legal conclusions requiring no response. 73. Denied as legal conclusions requiring no response. ?I WHEREFORE, the Plaintiff respectfully request that judgment be entered in his favor and against the Defendant. submitted, Victor P. t i e,(Rquire S. Ct. ID ## 37449 Dilworth Paxson LLP 112 Marklet Street, 8th Floor Harrisburg, PA 17101 (717) 2361-4812 Attorney for Plaintiff DATED: October 8, 2008 CERTIFICATE OF SERVICE I hereby certify that on this 8t' day of October 008, I served a true and correct copy of the foregoing document on the following individual(s) via postage-prepaid, first class mail and addressed as follows: James P. DeAngelo, Esquire Charles T. Young, Jr., Esqu*e McNees Wallace & Nurick, L'LC P.O. Box 1166 100 Pine Street Harrisburg, PA 17108-1166 IP# 37449 Dilworth Paxson LLP 1 2 Market Street, 8th Floor Harrisburg, PA 17101 (117) 236-4812 L"`3 ^? C' ?' ??> " ?:'?y ` ?i _- ? ? ; ...,i i 17 ?-..?_-,-6 ,. ,, f le?,? ..{ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY Plaintiff, v. DONALD E. SLIKE, DONALD E. SLIKE, trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. SLIKE, EVERGREEN AUTOPARK, INC. Defendants. CIVIL ACTION - LAW No. 06-1201 CIVIL f_ r- ;;;;.: CD r.^ PLAINTIFF'S STATEMENT OF INTENTION TO PROCEED TO THE COURT: Plaintiff L. Curtis Barber, Inc. t/d/b/a Curtis Ford Mercury intends to proceed with the above -captioned matter. Dated: October 27, 2014 117723933_1 Respectfully submitted, DILWORTH PAXSON LLP John B. Consevage, Es Penn National Insurance Plaza 2 N. 2nd Street, Suite 1101 Harrisburg, PA 17101 j consevage@dilworthlaw.com (717) 213-4105 (phone) (717) 236-7811 (fax) Attorneys for L. Curtis Barber, Inc. t/d/b/a Curtis Ford Mercury CERTIFICATE OF SERVICE I hereby certify that this 27th day of October 2014, a true and correct copy of the foregoing Notice of Intention to Proceed was served upon the parties listed below via U.S. First Class Mail addressed as follows: James DeAngelo, Esquire McNees Wallace & Nurick, LLC 100 Pine Street Harrisburg, PA 17108-1166 Attorneys for Defendants John B. Consevage, Es PA Atty. I.D. No. 3659 DILWORTH PAXSON LLP Penn National Insurance Plaza 2 N. 2nd Street, Suite 1101 Harrisburg, PA 17101 iconsevage@dilworthlaw.com (717) 213-4105 (phone) (717) 236-7811 (fax) 117723933_1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY L. CURTIS BARBER, INC., t/d/b/a CURTIS FORD MERCURY Plaintiff, v. DONALD E. SLIKE, DONALD E. SLIKE, : trading as DES ASSOCIATES, a Pennsylvania limited partnership, TIMOTHY J. SLIKE, CHRISTOPHER L. : SLIKE, EVERGREEN AUTOPARK, INC. : Defendants. CIVIL ACTION - LAW No. 06-1201 CIVIL JOINT STIPULATION OF DISCONTINUANCE NOW COME, L. Curtis Barber, Inc. t/d/b/a Curtis Ford Mercury and Donald E. Slike, Donald E. Slike t/a DES Associates, a Pennsylvania limited partnership, Timothy J. Slike, Christopher L. Slike and Evergreen Autopark, Inc., by and through their respective counsel, and hereby jointly stipulate to the discontinuance of this action, with prejudice, each party to bear their respective costs and attorneys' fees. DILWORTH PAXSON LLP 1 John B. Consevage, Esquire Penn National Insurance Plaza 2 N. 2nd Street, Suite 1101 Harrisburg, PA 17101 j consevage@dilworthlaw.com (717) 213-4105 (phone) (717) 236-7811 (fax) Attorneys for Plaintiffs Dated: \ , i MCNEES WALLACE & NURICK, LLC ..,� o James De gelo, Esquire P.O. Bo 66 100 Pine : treet Harrisburg, PA 17108-1166 Attorneys for Defendants CERTIFICATE OF SERVICE I hereby certify that this 19th day of November 2014, a true and correct copy of the foregoing Joint Stipulation of Discontinuance was served upon the parties listed below via U.S. First Class Mail addressed as follows: James DeAngelo, Esquire McNees Wallace & Nurick, LLC P.O. Box 1166 100 Pine Street Harrisburg, PA 17108-1166 Attorneys for Defendants John B. Consevage, Esq. PA Atty. I.D. No. 36593 DILWORTH PAXSON LLP Penn National Insurance Plaza 2 N. 2" Street, Suite 1101 Harrisburg, PA 17101 jconsevage@dilworthlaw.com (717) 213-4105 (phone) (717) 236-7811 (fax)