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HomeMy WebLinkAbout06-4720Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85692 315 Bridge St., Lower Level Now Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attomey for Petitioner SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO: O(. - '? 7W C t uiL ?£lZ.h-1 V. NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Defendant NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after the complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the Plaintiffs. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, 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 REDUCED FEE OR NO FEE. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 LISTED HA SIDO DEMANIDADO EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante an las siguientes paginas, debe tomar accion dentro de is proximos viente (20) dies despues de la notification de esta Demanda y aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando an la Corte por escritosus defenses de, y objecciones a, Ias demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se ascribe anteriormente, el caso puede proceder sin usted y un fallo por qualquier suma de dinero reclamada en la demandaa o cualquier otra reclamacion o remedio solicitado por el demandanta puede ser dictado an contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad y otros direchos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO IMMEDIATAMENTE. SI LISTED NO TIENE UN ABOGADO, LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTAOFICINA PUEDE PRO VEERLE INFORMACION A CERCA DE COMO CONSEGLJTR UNABOGADO. ST USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSSIBLE QUE ESTA OFICINA LE PUEDA PRO VEER INFORMACION SOBRE AGENCIES QUE OFREZCAN SERVTCIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUECUALIFICAN. Court Administrator 4t' Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85892 315 Bridge St., Lower Level New Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attorney for Petitioner SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Petitioner V. NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Respondent IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO: OL. - ( l n-ol:,/ ??y,? ?-- I PETITION TO COMPEL ACCESS TO CORPORATE RECORDS AND NOW, comes Petitioner, Scott W. Long, by and through his attorney, Michael A. Hynum, Esquire, and avers as follows: 1. Petitioner is Scott W. Long (hereafter, "Petitioner" or "Long"), an adult individual residing at 7265 Capital Drive, Harrisburg, Pennsylvania 17111. 2. Respondent is Nittany Link, Inc. (hereafter "Respondent" or "Nittany Link"), a Pennsylvania Corporation organized under the laws of and authorized to conduct business in the Commonwealth of Pennsylvania with a principal business location and registered office address of 500 North Front Street, Wormleysburg, Pennsylvania 17043. 3. On or about July 28, 2005, Long was made a shareholder in Nittany Link, Inc. A copy of the corporate resolution issuing shares to Long and documentation evidencing Nittany Link's issuance of forty thousand shares to Long is incorporated by reference and attached hereto as Exhibit "A". 4. Circumstances have arisen which have led to Long having concerns about the viability of Nittany Link, and possible improper use and waste of corporate assets by Nittany Link's majority shareholder. 5. On or about June 13, 2006 and July 7, 2006, Long requested access to and review of Nittany Link's corporate documentation pursuant to 15 Pa.C.S. § 1508 through his legal counsel. A copy of correspondence sent to Nittany Link is incorporated by reference and attached hereto as Exhibit "B". 6. On or about July 11, 2006, Nittany Link rejected Long's request via correspondence from its legal counsel. A copy of correspondence sent by Nittany Link's attorney rejecting Long's request to inspect corporate financial records is incorporated by reference and attached hereto as Exhibit "C". 7. As shown by the letter marked as Exhibit "C" referenced above, Nittany Link has indicated it refuses to permit the inspection of records sought by shareholder Long and intends to oppose any effort by Long to access corporate documentation, in violation of the Commonwealth of Pennsylvania's Business Corporations Law. 8. As evidenced by the above-referenced actions, Long has complied with the provisions of 15 Pa.C.S. § 1508 with respect to the form and manner of making his demand for the inspection of corporate documents. 9. As evidenced by Long's correspondence attached as Exhibit "B", the inspection Long seeks is for a proper purpose as required by 15 Pa.C.S. § 1508. 10. This Honorable Court may summarily order the Respondent, Nittany Link, to permit Long to inspect the share register and other books and records of the corporation and to make copies or extracts therefrom. WHEREFORE, Petitioner respectfully requests this Honorable Court to enter an Order GRANTING Petitioner's request for access to corporate records at Nittany Link's Corporate office in Wormleysburg, Pennsylvania, within ten business days of the date of the Order granting Petitioner's request, between the hours of 9 AM and 5 PM EDT, at a time mutually acceptable to the parties. A form of Order is attached. R spectfully submitted, Date: By: c ael A. Hynu re Hynum Law 315 Bridge Street, L w r Level New Cumberland, PA 17070 [717] 774-1357 Attorney for Petitioner Hug U9 U6 10:56p Michael Hynum 1 abed 100 d (7171 650-2464 p.5 1, WM W. Long, h= by verify that I am the Plaintiff in the foregoing Complaint. 1 hereby verify that fie atatemans in the foregoing C MPlaint are true and cotreat to the best of my knowledge, i0ormation, and belief. I wxktataed that false statements contained herein are made subject to the penalties of 13 Pa. C.S.A. §4904 relative to rowan falsification b auftrities. Scott W. Long Date; (f 6b9Z-199-LTL 6UOT 34009 1S:ZZ SOOZ'91 lldlt P492 19S LIL 4D;12 (nH1)9002-01-908 awiva4p0 x8 EAWAAnuboto Ars A Domestic Corporation Registered Under The Laws ofthe Commonwealth of Pennsylvania Annual Meeting Held At 500 N. front Street Wormkysbrrg, PA 17043 July 27, 2005 Per Section 513 of the Pennsylvania Business Corporation Act, as amended, and the By-laws of this Corporation, and does hereby consent to the adoption of the following Resolutions: The meeting was called to order by the president ofthe Corporation who presided over the meeting, and the secretary of the Coiporath m recorded the minutes of the meeting. Present at Meeting: Bruce C. Eosor - President and Treasurer Donna M. Emor- Secretary Scott Long Chris Spak RESOLVED, Promoted Scott W. Lang to Vice President RESOLVED, Bends issued to Scott W. Long for 520,000 to be used for purchase of Company Stock. RESOLVED, The following amount of stock is to be issued to the following at Par value which is 51.00 per shine. Scott W. Long: 40, 000 Shares in return for satisfying the debt owed to him for the $20,000.00 of overtime worked and the boom issued above. RESOLVED, Internet Service Rates will be reduced aftm cash How from Staff Augmentation revenue inCf INIMS, Projected time Same is September 2005 The above Resolutions are adopted by oonscnt of the undersigned, being the Directors of this Corporation. Upon the signing by the Directors of this Corporation, this "Consent" shah be fled with the Secretary of the Corporation. Dated this 29'a day of July, 2005 ----7 r c _ L Treasure President & Vice President ex"W61i to 11 { x r I N iL /T J Itl ' 7 '11' V Q w IT P O !i ?. U i Eq,t O .5 a ,. W Z u W (n o N 0 LU N , 0 ? N 004 O a C W 0 2 U a S J '^ Q? O" F- d py D +v In Oi 1 1 1 1 I v', 1 Oi Ni 1 1 1 1 i i I II Zia s ... 5 i 1 ` y? 1 ? O I I ? = I a it I. 1 1 wb U ? a N-. W a 1• a ?I S WI u W ?! N) ? r[ Z abiI 669Z-199-LiL 6UOT 1-40DS Ef:61 600Z'BL AON LAW OFFICES OF MICHAEL A. HYNUM 1325 GRANDVIEW ROAD MOUNT JOY, PENNSYLVANIA 17552 PHONEIFAX [717] 653-2464 315 BRIDGE STREET, LOWER LEVEL NEW CUMBERLAND, PA 17070 PHONE [717] 774-1357 FAX [717] 774-0788 June 13, 2006 Via Facsimile & First Class Mail Mr. Bruce Ensor Nittany Link, Inc. 500 North Front Street Wormleysburg, PA 17043 Re: Scott Long and SWL Consulting Services Dear Mr. Ensor: I am writing to inform you that Scott Long wishes to inspect the financial records of Nittany Link, inc. according to his rights as a Shareholder pursuant to 15 Pa.C.S. § 1508 (b). The review is for the purposes of ascertaining the value of the corporation and to assure Scott that the assets of the corporation are not being wasted or otherwise improperly transferred. Please contact me upon receipt of this letter to arrange a time within five (5) business days from the above date for Scott and I to review all of Nittany Link, Inc.'s financial data. Otherwise, we intend to seek court intervention pursuant to 15 Pa.C.S. § 1508 (c). Sincerely, MAH/vyc cc: Scott Long PWOD-A?? Michael A. Hynum ?? 1_ 1? 11 ?I?II Real Answers. HYNUM LAW . July 7, 2006 Via Facsimile & First Class Mail Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 RE: Scott W. Long & Nittany Link, Inc. Dear Mr. Haddick: I am writing in response to your correspondence dated June 16, 2006. 1 have reviewed your letter with my client. Your threats of counterclaim and notification of various law enforcement officials are noted and of no import. In an attempt to avoid the necessity and expense of protracted litigation, Mr. Long has authorized me to contact your office to inquire whether Mr. Ensor is interested in scheduling a four-party conference to explore resolution of Mr. Long's shares in Nittany Link, Inc., any agreements indicating a relationship between Mr. Ensor, Nittany Link, Inc., Scott Long and/or SWL consulting, as well as the monies due to Mr. Long from Nittany Link and/or Mr. Ensor. If Mr. Ensor is amenable to such a meeting, please contact me at your earliest convenience to discuss possible dates and locations. Also attached for your files is a verified authorization pursuant to 1508(b) of Title 15 of the Pennsylvania Statutes. Mr. Long renews his request to inspect Nittany Link's corporate documents. MAH/vyc cc: Scott W. Long II RNUM PRO1 I_i510NAL CORI'. Sincerely, Michael A. LAw Omcss or DICKIE, MCCAMEY & CHILCOTE A ftOW MONAL COPPORATIM IJ09 CAMP nlll. Hl7A8$ a0rrb M CAW in14,. PA 17011.3790 TIL 717.73144 FAL 7174314803 ww19. WaAw.aoet Chn0a & 9.ddkk, Jr. Aumney-2b1aw July 11, 2006 VIA FACSIMILE 653-2464 /774-0788 Mike Hynum Law Offices of Michael A. Hynum 1325 Grandview Road Mount Joy, PA 17552 RE: Nittany Link v. Scott Long Dear Mr. Hynum: ehWdWk®d=hw.epn We are in receipt of your correspondence.dated July 7, 2006. As promised in our previous correspondence, your request for access to corporate records is now denied Should you file a petition in court for access, we will oppose it. Nevertheless, my client is considering your offer of a conference in an attempt to reach some sort of agreement. We do not believe any such conference can take place unless and until my client's previous request for confidential written disclosure by your client with an itemized list of all contracts, resumes, and other business assets taken by him and/or SWL Consulting from Nittany Link, Inc. along with cash values for each asset, is met. Unless this is done, the parties would be negotiating with each other in the dark. Should your client be willing to provide such documentation, we can discuss further the possibility of scheduling a conference. I look forward to hearing from you. Very truly yours, DICIQE, MCCAMEY & CIMCOTE, P.C. Charles E. Haddick, Jr. CEfI, Jr./kao htblt ?,ln _-1, Rn"tw" 4 }r+291ssM 0 PMA3KAa #I WA3nnwrON,n.C. Nawlway ? NanmQum&A ? OIBO + WB3TVnow1A 40.291-7273 717-731-400 215-955-2219 891,434.336d 930-354.0192 704-331-1103 740320-IU2 3043334072 l/l 'd 0951 '9N UP l£C Itt Amn)K 3IN310 WdOS:£ 9004 - or 100 I E08D tEL Lt! SS:S( UAIN002-1 t-Inn aw11191po xa CERTIFICATE OF SERVICE On this 10 day of August, 2006, 1 certify that a copy of the foregoing PETITION TO COMPEL ACCESS TO CORPORATE RECORDS was served upon the following counsel for Respondent by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote, P.C. 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 Victoria Y. Chambe , Assistant to Michael A. Hynum squire Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 j9. N ? U't _ VZ b ? v O p { vI SCOTT W. LONG IN THE COURT OF COMMON PLEAS OF PLAINTIFF CUMBERLAND COUNTY, PENNSYLVANIA V. : CIVIL ACTION - LAW NITTANY LINK, INC. DEFENDANT NO. 06-4720 CIVIL ORDER OF COURT AND NOW, this 21" day of August, 2006, upon consideration of the Petition to Compel Access to Corporate Records, IT IS HEREBY ORDERED AND DIRECTED that: 1. Pursuant to Pa.R.C.P. No. 206.5, a rule is issued upon the defendant to show cause why the plaintiff is not entitled to the relief requested; 2. The defendant will file an answer to this petition on or before September 11, 2006; 3. A copy of said answer will be filed with this Court; 5. If no answer to the Rule to Show cause is filed by the required date, the relief requested by Plaintiff shall be granted. If the Defendant files an answer to this Rule to Show Cause, and the answer raises disputed issues of material fact, an evidentiary hearing will then be scheduled. By the Court, ,?N --? ?XA\/ M. L. Ebert, Jr., J. Michael A. Hynum, Esquire Attorney for Plaintiff Charles E. Haddick, Jr., Esquire Attorney for Defendant bas SCOTT W. LONG, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA NITTANY LINK, INC., Defendant NO. 06-4720 Civil Term CIVIL ACTION - LAW ACCEPTANCE OF SERVICE I hereby accept service of the Petition to Compel Access to Corporate Records filed in the above-captioned matter on behalf of Defendant, NITTANY LINK, INC., and certify that I am authorized to do so. Date: sb(i bolo C as E. Haddick, Jr., Esquire Supreme Court ID # Dickie, McCamey & Chilcote 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 N Q =ic m r. t A IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, CIVIL ACTION - LAW Plaintiff, I DOCKET NO: 06-4720 CIVIL V. NITTANY LINK, INC., Defendant. NOTICE TO PLEAD TO: Scott W. Long c/o Mike Hynum Law Offices of Michael A. Hynum 315 Bridge Street, Lower Level New Cumberland, Pennsylvania 17070 You are hereby notified to file a written response to the enclosed within twenty (20) days from the date of service hereof or a judgment may be entered against you. Charles E. Haddick, Jr., Esquire s IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, CIVIL ACTION - LAW Plaintiff, DOCKET NO: 06-4720 CIVIL V. NITTANY LINK, INC., Defendant. DEFENDANT'S, NITTANY LINK, INC., ANSWER WITH NEW MATTER TO PLAINTIFF'S PETITION TO COMPEL ACCESS TO CORPORATE RECORDS 1. Defendant is without knowledge or information sufficient to form a belief as to the truth of this averment. 2. Admitted. 3. Admitted. 4. Defendant is without knowledge or information sufficient to form a belief as to the truth of this averment. 5. Denied as stated. It is admitted that Petitioner sent correspondence dated June 13, 2006 to Defendant, it is denied that it was a proper request for access to corporate records pursuant to 15 Pa.C.S. §1508. It is admitted that a proper request was sent to defense counsel on July 7, 2006. 6. Denied as stated. On or about July 11, 2006, Answering Defendant properly denied Petitioner's request in accordance with Pennsylvania Law. 7. Denied. 8. Denied. 9. Denied. 10. Admitted. WHEREFORE, Defendants respectfully request that this Honorable Court enter judgment in its favor and against Petitioner. All averments not specifically admitted above are specifically and unequivocally denied with strict proof demanded. NEW MATTER 11. At all times material hereto, Answering Defendant acted reasonably, properly, and prudently. 12. Answering Defendant properly denied Petitioner's request in accord with 15 Pa.C.S. § 1508. 13. Petitioner's claims, including the right to examine corporate documents, are barred for failure to identify a proper purpose for examination pursuant to 15 Pa.C.S. § 1508. 14. Petitioner engaged in the following unlawful and wrongful conduct, all of which constitutes a breach of duty as set forth more specifically herein: (a) Destroying and unlawfully removing resumes from the proprietary databases of Defendant. (b) Misappropriating, using and submitting company assets, e.g. resumes, outside the course and scope of his employment and corporate authority of Defendant in an attempt to secure business for his own personal gain and benefit including representation as a contractual partner of Organizational Effectiveness Services Incorporated to Computer Aid Incorporated and other respective customers of Defendant in direct interference with existing contractual relationships of Defendant. (c) Processing of unauthorized credit card transactions in violation of corporate and fiduciary responsibilities, including but not limited to expensing and/or seeking corporate reimbursement for expenditures post-dating his tenure at Nittany Link. (d) Unlawful taking and appropriation of business assets including but not limited to: (i) the unauthorized use of corporate database resumes; (ii} tampering and unauthorized alteration of accounting records including unauthorized modification of commission schedules and theft and alternation of proprietary accounting information; and (iii) the unauthorized misappropriation and removal of Nittany Link's proposals to clients and potential clients, in an attempt to unlawfully convert such proposals to his own benefit. (e) Theft of electronic data including, but not limited to software assets. (f) Solicitation of and attempting to undertake a scheme of bribery and "pay for play" business relations with officials of the Commonwealth of Pennsylvania including, but not limited to, representatives of the Pennsylvania Department of Transportation. (g) Theft and appropriation of employee assets of Defendant. (h) Violation of non-disclosure agreement executed on November 6, 2004; and (i) Such other wrongful conduct as may be learned and discovered during discovery in this matter. 15. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited as a result of petitioner's misrepresentation. 16. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited as a result of petitioner's fraud. 17. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited by petitioner's breach of fiduciary duty. 18. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited by petitioner's breach of contract. 19. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited by the doctrine of unclean hands. 20. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited by petitioner's tortious interference with contract. 21. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited by his bad faith purpose for seeking access to the corporate records. 22. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited by his unlawful taking of business assets and proprietary information of Defendant. 23. As a result of the aforementioned misconduct, including but not limited to the actions outlined above, Petitioner's claims are barred and/or limited by his illegal and unauthorized conduct while in the employ of Defendant. 24. Petitioner's claims should further be denied and dismissed because, and as set forth more fully above, and apart from petitioner's misconduct, upon information and belief petitioner is now a direct competitor of the respondent, Nittany Link. Petitioner should therefore be prohibited from obtaining the relief sought under prevailing law prohibiting unlawful theft of trade secrets and confidential information, unfair trade, as well as unfair and unlawful methods of competition. WHEREFORE, Defendants respectfully request that this Honorable Court enter judgment in its favor and against Petitioner. All averments not specifically admitted above are specifically and unequivocally denied with strict proof demanded. Respectfully submitted, DIME, MCCrAMEY & CHILCOTE, P.C. Date: Sotember 11, 2006 d c a . Haddick, Jr., Esquire Attorney I.D. No: 55666 Grant W. Schonour, Esquire Attorney I.D. No: 93282 1200 Camp Hill Bypass Suite 205 Camp Hill, PA 17011 Tele: (717) 731-4800 VERIFICATION I, Bruce Ensor of Nittany Link, Inc., have read the foregoing Answer to Plaintiffs Petition. The statements therein are correct to the best of my personal knowledge or information and belief. This statement and verification is made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unworn falsification to authorities, which provides that if I make knowingly false statements, I may be subject to criminal penalties. Bruce Ensor DATED U CERTIFICATE OF SERVICE AND NOW, this 11`h day of September, 2004 I, Charles E. Haddick, Jr., Esquire, hereby certify that I did serve a true and correct copy of the foregoing upon all counsel of record by depositing, or causing to be deposited, same in the U.S. mail, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: By First-Class Mail: Mike Hynum Law Offices of Michael A. Hynum 315 Bridge Street, Lower Level New Cumberland, Pennsylvania 17070 es E. Haddick, Jr., Esquire Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85692 315 Bridge St., Lower Level New Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attorney for Petitioner SCOTT W. LONG IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW V. NO: 06-4720 NITTANY LINK, INC. Defendant NOTICE TO PLEAD TO: Nittany Link, Inc. Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote, P.C. 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 You are hereby notified to file a written response to the enclosed New Matter within twenty (20) days from service hereof or a judgment may be entered against you. Date: D M4fchael A. HynOrrl, Y=s Hynum Law 315 Bridge Street, Low e e) New Cumberland, PA 17070 [717] 774-1357 Attorney for Petitioner Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85692 315 Bridge St., Lower Level New Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attorney for Petitioner SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO: 06-4720 ANSWER AND NEW MATTER IN RESPONSE TO DEFENDANT'S NEW MATTER TO PETITION TO COMPEL ACCESS TO CORPORATE RECORDS AND NOW, comes Petitioner, Scott W. Long, by and through his attorney, Michael A. Hynum, Esquire, and submits this Answer and New Matter to Nittany Link's New Matter, and avers as follows: 11. Specifically Denied. Moreover, it is believed that Respondent and its President and majority shareholder has engaged in improper and/or illegal conduct with respect to operations, and has violated the Pennsylvania Business Corporation Law, as explained more fully in the New Matter succeeding this Answer. 12. Specifically Denied. Petitioner requested access to corporate records for a proper purpose, as was averred in Petitioner's Petition to Compel Access to Corporate Records and supported by the documents attached thereto. Respondent has provided no valid reason for contesting Petitioner's request. It is believed Respondent is simply attempting to delay Petitioner's rightful access and force Petitioner to incur legal fees by contesting Petitioner's request to review corporate records. 13. Specifically denied. Petitioner did identify a proper purpose for requesting examination pursuant to the Pennsylvania Business Corporation Law and Pennsylvania Case Law. 14. Admitted in part, denied in part: (a) It is admitted that Petitioner removed resumes from Respondent's database. However, Petitioner did so at the request of the persons who had submitted the resumes and did so prior to his separation of employment from Nittany Link. Otherwise denied. (b) It is specifically denied that Petitioner misappropriated, used or submitted company assets outside the course and scope of his employment and corporate authority of Respondent and that Petitioner did so in an attempt to secure business for his own personal gain and benefit. It is admitted that Petitioner had a relationship with Organizational Effectiveness Services, Inc. and Computer Aid, Inc. and other entities subsequent to his employment with Nittany Link. Otherwise denied. It is specifically denied that any of Petitioner's relationships were or are in direct interference with existing contractual relationships of Respondent. (c) It is specifically denied that Petitioner processed unauthorized credit card transactions in violation of corporate and fiduciary responsibilities, including but not limited to expensing and/or seeking corporate reimbursement for expenditures post-dating his tenure at Nittany Link. (d) It is specifically denied that Petitioner unlawfully took or appropriated business assets. (i) It is further specifically denied that Petitioner engaged in the unauthorized use of corporate database resumes, (ii) It is specifically denied that Petitioner tampered with or altered accounting records, modified commission schedules or engaged in theft or alteration of proprietary accounting information. (iii) It is specifically denied that Petitioner engaged in the unauthorized misappropriation and removal of Nittany Link's proposal to clients and potential clients. It is specifically denied that Petitioner attempted to unlawfully convert any proposals to his own benefit. (e) It is specifically denied that Petitioner engaged in the theft of any electronic data, including software assets. (f) It is specifically denied that Petitioner engaged in the solicitation of or attempted to undertake a scheme of bribery and "pay for play" business relations with any official of Commonwealth of Pennsylvania or administrative agency. (g) It is specifically denied that Petitioner engaged in theft or appropriation of employee assets of Respondent. (h) It is specifically denied Petitioner violated any non-disclosure agreement with Respondent, including documents alleged by Respondent. (i) It is specifically denied that Petitioner engaged in any wrongful conduct. To the extent any further answer may be requirement to this averment, it is specifically denied. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 15. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied. Moreover, Respondent did not aver anywhere in its New Matter that Petitioner specifically engaged in any misrepresentation. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 16. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied. Moreover, Respondent did not aver anywhere in its New Matter that Petitioner specifically engaged in any fraud. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 17. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied. Moreover, allegation of breach of fiduciary duty is not a proper reason to deny Petitioner's right to access to corporate records. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Plaintiff his right to review the records of a Corporation in which he holds a financial interest. 18. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied. Moreover, Respondent did not aver anywhere in its New Matter that Petitioner specifically breached any contract. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 19. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied. Moreover, allegation of the doctrine of unclean hands is not a proper reason to deny Petitioner's right to access to corporate records. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 20. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied. Moreover, Respondent did not aver anywhere in its New Matter that Petitioner tortiously interfered with any contract. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 21. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied. Moreover, Respondent did not aver anywhere in its New Matter that Petitioner had a bad faith purpose for seeking access to corporate records. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 22. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied that Petitioner unlawfully took business assets and proprietary information of Respondent. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 23. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is specifically denied that Petitioner engaged in illegal and/or improper unauthorized conduct while in the employ of Respondent. If Respondent believes it has a cause of action against Petitioner for any such alleged actions, Respondent may file a complaint against Petitioner. Respondent should not be allowed to use such baseless allegations as a means to attempt to delay Petitioner his right to review the records of a corporation in which he holds a financial interest. 24. This averment results to a conclusionary statement to which no response should be required. To the extent a response is deemed to be required, it is admitted that Petitioner could be deemed to be a competitor of Nittany Link. Otherwise specifically denied. Moreover, the documentation that Petitioner seeks to review is financial documentation, which, while possibly confidential, is certainly not a trade secret and does not promote unfair or unlawful competition. Respondent has and continues to pay monies due Petitioner, claiming an inability to do so. Petitioner is quite simply attempting to ascertain the veracity of Respondent's claims and protect against waste of corporate assets and/or other improper activity by the President and majority shareholder of Respondent. NEW MATTER 25. Paragraphs 11 through 24 of this Answer and New Matter are made a part hereof as though set forth in full. 26. By denying Petitioner rightful access to corporate records based upon a proper verified demand and proper purpose, as well as other actions more fully described above, Respondent has violated the Pennsylvania Business Corporations Law. WHEREFORE, Petitioner respectfully requests that this Honorable Court enter an Order granting relief as follows: (a) Granting Petitioner's request for access to corporate records at Nittany Link's corporate office in Wormleysburg, Pennsylvania within ten (10) business days of the Court's Order, granting Petitioner's request between the hours of 9:00 a.m. and 5:00 p.m., E.D.T., at a time mutually acceptable to the parties; (b) Granting fees in the amount of $55.00 for Petitioner's costs as a result of the need to file this action; (c) Granting attorney's fees of $350.00 as has been incurred by Petitioner based on the need to file this action because of Respondent's wrongful actions; and (d) Granting such other relief as this Honorable Court deems just and proper. Date:,?, D By: Respectfully submitted, Michael A. Hynum, U o Hynum Law ` 315 Bridge Street, Lowy New Cumberland, PA 1 [717] 774-1357 Attorney for Petitioner a ° O 4 E o a U3 E N t\S ti CD G 0 N o ° a N C 5 4 •- r ll ¢ E r? c .°c a co a) CD ° ?• o ° (3) 5 t: z !5 ai ° cn v c ? Ui c co b as cn c o0 a? ?s o W a ? co Z ° a? O CERTIFICATE OF SERVICE On this 2nd day of October, 2006, 1 certify that a copy of the foregoing ANSWER AND NEW MATTER IN RESPONSE TO DEFENDANT'S NEW MATTER TO PETITION TO COMPEL ACCESS TO CORPORATE RECORDS was served upon the following counsel for Respondent by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote, P.C. 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 Victoria Y. Cham rs, Assistant to Michael A. Hyn , Esquire Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 ?`, ;_? ?? ?-'? .--i !,^ i_ -TS y ? `1 :"`i7 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, CIVIL DIVISION Plaintiff, DOCKET NO: 06-4720 CIVIL V. NITTANY LINK, INC., Defendant. DEFENDANT'S, NITTANTY LINK, INC., ANSWER TO NEW MATTER OF PLAINTIFF, SCOTT W. LONG AND NOW, comes Defendant, Nittany Link, Inc., by and through their counsel, Dickie, McCamey & Chilcote, P.C. hereby respond to Plaintiff's New Matter as follows: 25. Paragraphs 1 through 24 of Plaintiff's Answer and New Matter are incorporated by reference as if set forth fully herein. 26. Denied. The averments contained in this paragraph are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in this paragraph are specifically and unequivocally denied with strict proof demanded. Answering Defendant incorporates by reference as if fully set forth herein its New Matter to Plaintiff's Petition. WHEREFORE, Answering Defendant respectfully requests that this Honorable Court enter judgment in its favor and against petitioner. All averments not specifically admitted above are specifically and unequivocally denied with strict proof demanded. If judgment is not to be entered in its favor, Defendant respectfully requests this Honorable Court to schedule an evidentiary hearing to resolve disputed issues of material fact in accordance with its August 21, 2006 Order. Respectfully submitted, DEDIE, MCCAMEY & CHILCOTE, P.C. Date: October 19, 2006 . Haddick, Jr., Esquire Attorney I.D. No: 55666 Grant W. Schonour, Esquire Attorney I.D. No: 93282 1200 Camp Hill Bypass Suite 205 Camp Hill, PA 17011 Tele: (717) 731-4800 OCT-19-2006 11:40A FROM: TO:97314803 P.2/2 VERIFICATION I, Bruce Ensor of Nittany Link, have read the foregoing Answer to New Matter of Plaintiff. The statements therein are correct to the best of my personal knowledge or information and belief. This statement and verification is made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unworn falsification to authorities, which provides that if I make knowingly false statements, I may be subject to criminal penalties. Bruce Ensor DATED ?? N CERTIFICATE OF SERVICE AND NOW, this 19th day of October, 2006, I, Charles E. Haddick, Jr., Esquire, hereby certify that I did serve a true and correct copy of the foregoing upon all counsel of record by depositing, or causing to be deposited, same in the U.S. mail, postage prepaid, at Harrisburg, Pennsylvania, addressed as follows: By First-Class Mail: Mike Hynum Law Offices of Michael A. Hynum 315 Bridge Street, Lower Level New Cumberland, Pennsylvania 17070 Charles E. Haddick, Jr., Esquire a C:) 1 S 5 j ri ?? ``y " Ci ? fir} Michael A. Hynum, Esquire Supreme Court ID #85692 315 Bridge Street, Lower Level New Cumberland, PA 17070 (717) 774-1357 Attomey for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SCOTT W. LONG, Plaintiff V. NO. 06-4720 CIVIL NITTANY LINK, INC, Defendant MOTION FOR A HEARING AND NOW, comes Plaintiff, SCOTT W. LONG, by and through his attorney, Michael A. Hynum, Esquire, and respectfully petitions this Honorable Court as follows: 1. Plaintiff filed a Complaint against Defendant in this Court, on August 16, 2006. 2. An Order for a Rule to Show Cause was issued by the Court on August 21, 2006. 3. An Answer with New Matter was filed by Defendant on September 11, 2006. 4. An Answer with New Matter in response to Defendant's New Matter was filed by Plaintiff on October 4, 2006. 5. An Answer was filed by Defendant in response to Plaintiff's New Matter. 6. Defendant continues to disallow Plaintiff access to the corporate records of Defendant. 7. Plaintiff requests an evidentiary hearing to resolve the disputed issues of material facts in accordance with this Court's August 21, 2006 order. WHEREFORE, Plaintiff respectfully requests that this Honorable Court grant this request for an evidentiary hearing. Date: Respectfully submitted, Supreme Court ID 8! 315 Bridge Street, L I New Cumberland, PA (717) 774-1357 Attomey for Plaintiff br Level 17070 VERIFICATION The undersigned, Michael A. Hynum, Esquire, hereby certifies that he is the Attorney for Plaintiff Long in the within action, that he is authorized to make this verification and that the foregoing facts are true and correct to the best of his knowledge, information and belief. He further states that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsifications to authorities. ... A Date: 114 1 Y. &J 2A 1,1411 Michael A. Hynum, quire Attorney for Plainti L ng CERTIFICATE OF SERVICE On this 14th day of November, 2006, 1 certify that a copy of the foregoing MOTION FOR A HEARING was served upon the following counsel for Defendant by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote, P.C. 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 Victoria Y. Cha ers, Assistant to Michael A. Hy , Esquire Hynum Law 315 Bridge St., ower Level New Cumberland, PA 17070 (? ?`:^? ?3? .? . r ?' „? -^ r? tt ?. - ? ;._ ?,? ? `? ?; ?; =?.. G SCOTT W. LONG IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NITTANY LINK, INC., Defendant NO. 06-4720 CIVIL IN RE: DISCOVERY STATUS CONFERENCE ORDER OF COURT AND NOW, this 21s' day of November, 2006, after review of the Plaintiff's Motion for a Hearing, the Court directs that counsel for the parties appear for a status conference in chambers with this court on Monday, January 8, 2007, at 10:00 a.m. By the Court, M. L. Ebert, Jr., J. Michael A. Hynum, Esquire \ Attorney for Plaintiff Charles E. Haddick, Jr., Esquire Attorney for Defendant bas E1 >1 ?? ? ? l;?a, IIA .a ? t SCOTT W. LONG IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NITTANY LINK, INC., Defendant NO. 06-4720 CIVIL IN RE: INSPECTION OF RECORDS ORDER OF COURT AND NOW, this 8th day of January, 2007, after review of the pleadings and after conference with counsel, IT IS HEREBY ORDERED AND DIRECTED that the parties shall file briefs in this case on the issue of why Scott Long, the Plaintiff and shareholder of Nittany Link, Inc. is not entitled to an inspection of the share register, books and records of account, and records of proceedings of the incorporators, shareholders and directors. These briefs shall be filed with the Court on or before the close of business on January 26, 2007. IT IS FURTHER ORDERED AND DIRECTED that should the Court determine that a hearing in this matter is required, the parties shall be prepared to proceed on Monday, May 7, 2007 at 1:30 a.m. in Courtroom No. 5 of the Cumberland County Courthouse, Carlisle, Pennsylvania. Michael A Hynum, Esquire Attorney for Plaintiff Charles E. Haddick Jr., Esquire Grant W. Schonour, Esquire Attorney for Defendant By the Court, VNVAVSNK:ld LN,r) wino 99 =01 RV 9- NVr LOOZ I Ad 'Hi -40 . i . % IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff, V. NITTANY LINK, INC., Defendant. CIVIL DIVISION DOCKET NO: 06-4720 CIVIL STIPULATION OF PARTIES TO DISMISS PETITION TO COMPEL ACCESS TO CORPORATE RECORDS The parties hereby stipulate and agree: (1) that Plaintiff will be afforded the opportunity to inspect the share register, books and records of account and records of proceedings of the incorporators, shareholders and directors of Nittany Link, Inc.; (2) that the only limitation to this inspection will be Defendant's right to redact client names from the books and records of account; (3) that the limitation outlined in #2 above will in no way limit Plaintiff from inspecting pertinent financial information; (4) that said inspection will take place at the office of defense counsel; I (5) that by reaching this agreement the Court's briefing schedule set forth in its January 8, 2007 Order is moot and Plaintiff's Petition to Compel Access to Corporate Records is dismissed with prejudice. DICKIE, MCCAMEY & CHILCOTE, P.C. TIom(ar s E. Haddick, Jr., Esquire ey I.D. No: 55666 W. Schonour, Esquire ey I.D. No: 93282 4200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011 (717) 731-4800 Attorneys for Nittany Link, Inc. HYNUM LAW Michael-A. Hynum I I - I Attorney I.D. No. 85692 315 Bridge Street, Lower New Cumberland, PA 17070 (717) 774-1357 Attorney for Plaintiff 3l•?i-i ?; `yca ?? --Orr, ,.r• ? 3 Michael A. Hynum, Esquire Supreme Court ID #85692 315 Bridge Street, Lower Level New Cumberland, PA 17070 (717) 774-1357 Attorney for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC, Defendant NO. 06-4720 CIVIL PRAECIPE TO THE PROTHONOTARY OF CUMBERLAND COUNTY, PENNSYLVANIA: Kindly withdraw Plaintiffs Petition to Compel Access to Corporate Records filed in the above-captioned action. Respectfully submitted, . Agk? J. Date: a (o Isu ael AA . Hynum, Esquire em e Court ID #85692 315 Bridge Street, Lower Level New Cumberland, PA 17070 (717) 774-1357 Attorney for Plaintiff 4 f 4. • F J f? i Or SCOTT W. LONG IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NITTANY LINK, INC., Defendant NO. 06-4720 CIVIL IN RE: INSPECTION OF RECORDS ORDER OF COURT AND NOW, this 7th day of February, 2007, upon receipt of the Praecipe to Withdraw the Petition to Compel Access to Corporate Records, the Petition is WITHDRAWN. IT IS FURTHER ORDERED AND DIRECTED that the hearing in this matter scheduled for Monday, May 7, 2007 at 1:30 p.m. in Courtroom No. 5 of the Cumberland County Courthouse, Carlisle, Pennsylvania is cancelled. .4. ichael A Hynum, Esquire Attorney for Plaintiff r Charles E. Haddick Jr., Esquire 1.0ant W. Schonour, Esquire Attorney for Defendant bas By the Court, ?N? -'? U'A V - M. L. Ebert, Jr., J. \1 0 L S :1 fHd L- 3J LO OZ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA SCOTT W. LONG, Plaintiff CIVIL ACTION - LAW NO: 06-4720 V. NITTANY LINK, INC., Defendant PETITION FOR ALLOWANCE TO AMEND TO INCLUDE ADDITIONAL DEFENDANTS AND NOW, comes Plaintiff, Scott W. Long, by and through his attorneys, Hynum Law, and avers as follows: 1. Plaintiff Scott W. Long initiated this matter by filing a Petition for Access to Corporate Records on or about August 16, 2006. 2. On or about July 28, 2005, Plaintiff became a shareholder in Nittany Link, Inc. 3. In February 2006, Plaintiff resigned from the Defendant Nittany Link, Inc. 4. The Statute of Limitations has not expired on the Plaintiffs claims arising out of his employment with the Defendant and business relationship with Bruce and Donna Ensfor. 5. The Plaintiff has drafted a complaint to include the President of the Defendant, Bruce Ensor and the Secretary of the Defendant, Donna Ensor. Attached hereto as Exhibit "A" is a true and correct copy of the proposed complaint. WHEREFORE, Petitioner respectfully requests this Honorable Court to issue a Rule to Show Cause on the Defendant Nittany Link, Inc. why he should not be allowed to amend his complaint to include additional Defendants. Date: Respectfully submitted, By: 47 Bria . Zellner, Esquire Hynum Law 315 Bridge Street, Lower Level New Cumberland, PA 17070 [717] 774-1357 Attorney for Plaintiff Michael A. Hynum, Esquire Supreme Court ID #85692 315 Bridge Street, Lower Level New Cumberland, PA 17070 (717) 774-1357 Attorney for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SCOTT W. LONG, Plaintiff V. NO. 06-4720 NITTANY LINK, INC., Defendant AND CIVIL ACTION - LAW BRUCE ENSOR, Defendant AND DONNA ENSOR Defendant NOTICE You have been sued in court. If you wish to defend against the claims set forth in the fol- lowing pages, you must take action within twenty days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Court Administrator's Office One Courthouse Square Carlisle, PA 17013 Phone (717) 240-6200 USTED HA SIDO DEMANIDADO EN CORTE. Si usted desea defenderse de las deman- das que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de is proximos viente (20) dias despues de la notification de esta Demanda y aviso radi- cando personalmente o por rnedio de un abogado una comparecencia escrita y radicando en la Corte por escritosus defenses de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tornar accion como se escribe ante- riormente, el caso puede proceder sin usted y un fallo por qualquier suma de dinero reclamada en la demandaa o cualquier otra reclamacion o remedio solicitado por el de- mandanta puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad y otros direchos importantes para usted. LISTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO IMMEDIATAMENTE. SI LISTED NO TIENE UN ABOGADO, LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTAOFICINA PUEDE PRO VEERLE INFORMACION A CERCA DE COMO CON- SEGLJTR UNABOGADO. ST USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSSI- BLE QUE ESTA OFICINA LE PUEDA PRO VEER INFORMACION SOBRE AGENCIES QUE OFREZCAN SERVTCIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUECUALIFICAN. Cumberland County Court Administrator's Office One Courthouse Square Carlisle, PA 17013 Phone (717) 240-6200 Michael A. Hynum, Esquire Supreme Court ID #85692 315 Bridge Street, Lower Level New Cumberland, PA 17070 (717) 774-1357 Attorney for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant AND BRUCE ENSOR, Defendant AND DONNA ENSOR Defendant NO. 06-4720 CIVIL ACTION - LAW COMPLAINT 1. Plaintiff Scott W. Long (hereafter, "Plaintiff' or "Long"), an adult individual resid- ing at 7265 Capital Drive, Harrisburg, Pennsylvania 17111. 2. Defendant Nittany Link, Inc. (hereafter "Defendant" or "Nittany Link"), is a Penn- sylvania Corporation organized under the laws of and authorized to conduct business in the Com- monwealth of Pennsylvania with a principal business location and registered office address of 500 North Front Street, Wormleysburg, Pennsylvania 17043. 3. Defendant Bruce Ensor (hereafter "Ensor") is an adult individual residing at 1024 Teakwood Lane, Enola, Pennsylvania 17025. 4. At all times relevant hereto, Ensor was the President and majority shareholder of Nit- tany Link. Defendant Donna Ensor (hereafter "Donna Ensor" is an adult individual residing at 1024 Teakwood Lane, Enola, Pennsylvania 17025. 6. At all times relevant hereto, Donna Ensor was the Secretary of Nittany Link. 7. Plaintiff is, and was at all times relevant hereto, a shareholder of Defendant Nittany Link. A Petition for Access to Corporate Records was previously filed by Plaintiff in this matter on or about August 16, 2006. Attached hereto as Exhibit "A" is a true and correct copy of the petition. 9. Defendant Ensor is being joined in this action as an additional defendant pursuant to Pa.R.C.P. 2252, as he is jointly and severally liable to Plaintiff on causes of action arising out of the same series of transactions and occurrences as Defendant Nittany Link. 10. Defendant Donna Ensor is being joined in this action as an additional defendant pur- suant to Pa.R.C.P. 2252, as she is jointly and severally liable to Plaintiff on causes of action arising out of the same series of transactions and occurrences as Defendant Nittany Link. 11. Nittany Link is in the business of recruitment and placement of IT professionals with businesses and government on a contractual basis. 12. Long joined Nittany Link as an independent contractor in January 2005 to be paid at a rate of $3000 per month plus commissions. 13. In April 2005 Long became an employee of Nittany Link at a rate of $15.00 per hour plus 45% commissions. 14. On May 16, 2005, the terms of Long's employment were changed to $25 per hour plus 25% commission. 15. Long and Nittany Link agree that he was to be paid a commission at a rate of 45% on all contracts placed prior to May 16, 2005. 16. On July 27, 2005 Long was made Vice President of Nittany Link. Attached hereto as Exhibit B" is a true and correct copy of the minutes of the Corporate Meeting. 17. On July 27, 2005, Long received 40,000 shares of stock at one dollar par value each. Attached hereto as Exhibit "C" is a true and correct copy of the stock certificate. 18. Scott Long resigned from Nittany Link in February 2006. 19. From July 2005 until his resignation in February 2006 neither Bruce Ensor nor Nit- tany Link paid Long any money toward the commissions that Long had earned or continued to earn. COUNT I - VIOLATION OF PA WAGE PAYMENT & COLLECTION LAW SCOTT W. LONG V. NITTANY LINK, INC. 20. Plaintiff incorporates paragraphs 1 through 19 above as if set forth herein at length. 21. As more fully described above, Nittany Link has and continues to refuse payment of monies due Plaintiff that constitute "wages" under the Pennsylvania Wage Payment and Collection Law (hereafter "WPCL")(Act of 1961, P.L. 637, No. 329). 22. Because the wages due are for acts making wages payable in excess of sixty days prior to the filing of this Complaint, Plaintiff demands liquidated damages equal to twenty five per- cent of the wages due or $500.00, whichever is greater, pursuant to Section 10 of the WPCL. WHEREFORE, Plaintiff demands judgment against Defendant in an amount in excess of $50,000 and in an amount in excess of the amount requiring compulsory arbitration. COUNT II - BREACH OF CONTRACT SCOTT W. LONG V. NITTANY LINK, INC. 23. Plaintiff incorporates paragraphs 1 through 22 above as if set forth herein at length. 24. Due to cash flow problems and the inability of Nittany Link to cover its payroll re- quirements Long with Ensor's authorization obtained cash advances against a credit card so that Nittany Link could cover payroll. 25. The credit card was issued to Nittany Link and in the name of Long personally. 26. Nittany Link through its President, Ensor, was aware of and authorized Long to ob- tain the credit card. 27. Nittany Link has and continues to refuse to pay monies owing on the credit card or to reimburse Long for payments made toward the credit card balance. 28. Most if not all of the monies owed on said credit card went toward Nittany Link ex- penses directly. Attached hereto as Exhibit "D" is a true and correct copy of the recent statement showing the balance of said credit card. 29. Nittany Link owes Long for past commissions earned but refuses to pay Long for those commissions. 30. Nittany Link contractually obligated itself to pay Plaintiff for services provided be- tween January 2005 and February 2006, as well as to reimburse Long for monetary amounts con- tributed to Nittany Link via credit card purchases and cash advances. 31. Nittany Link has and continues to fail to fulfill the contractual obligations made to Plaintiff. WHEREFORE, Plaintiff demands judgment against Defendant in an amount in excess of $50,000 and in an amount in excess of the amount requiring compulsory arbitration. COUNT III - BREACH OF FIDUCIARY DUTY SCOTT W. LONG V. BRUCE ENSOR 32. Plaintiff incorporates paragraphs 1 through 31 above as if set forth herein at length. 33. On or about August 2005 as a result of cash flow problems, Nittany Link signed a contract with Capital Tempfunds which is a factoring company. 34. The contract signed with Capital Tempfunds allowed Nittany Link to receive reve- nue advances based on accounts receivable. 35. In August 2005, Long discovered that an $18,000 tax lien had been placed against Nittany Link in approximately 2003. 36. Capital Tempfunds in August 2005 informed Long that it needed to withhold tax lien money from the revenue advances. 37. In October 2005, Ensor unilaterally made the decision to have Nittany Link enter into a contract with a wireless internet provider in Philadelphia over the objection of Long. 38. The contract mentioned in paragraph 37 allowed Nittany Link to opt out of the con- tract within 90 days. 39. Despite the fact that the contract with the wireless internet provider did not produce any revenue, Ensor refused to cancel the contract during the ninety day opt - out period. 40. Ensor wrote himself checks each month often leaving Nittany Link without the cash reserves to cover payroll requirements. 41. Ensor informed Long that he could not receive past commissions because Ensor needed $5,000 per month to pay "personal expenses." 42. At the time Ensor undertook the actions described, he owed a fiduciary duty to the Corporation to act in the best interests of the Corporation, and to act in the best interests of the Cor- poration's shareholders. 43. Due to the actions described, Ensor knowingly violated the duties of trust and loyalty owed to the Corporation and its shareholders. 44. The acts were undertaken by Ensor willfully and maliciously, in bad faith, and for the purpose of injuring Plaintiff. 45. Ensor has caused the Corporation substantial harm and damages. WHEREFORE, Plaintiff demands judgment against Defendant in an amount in excess of $50,000 and in an amount in excess of the amount requiring compulsory arbitration. COUNT IV - BREACH OF FIDUCIARY DUTY SCOTT W. LONG V. DONNA ENSOR 46. Plaintiff incorporates paragraphs 1 through 45 above as if set forth herein at length. 47. As more fully described above, Ensor made loans to himself that are illegal and/or in violation of his fiduciary duty to Nittany Link shareholders. 48. As a Director of Nittany Link, Donna Ensor has a fiduciary duty to the Corporation and to its shareholders. 49. Donna Ensor did not object or take other positive steps to stop Ensor's illegal and/or violative transactions. 50. By her inaction more fully described above, Donna Ensor breached her fiduciary du- ties to Nittany Link and its shareholders, including Long, by neglecting her duties of loyalty and care by failing to object to Ensor's waste, mismanagement and misconduct related to Nittany Link WHEREFORE, Plaintiff demands judgment against Defendants in an amount in excess of $50,000 and in an amount in excess of the amount requiring compulsory arbitration. COUNT V - PARTICIPATION SCOTT W. LONG V. BRUCE ENSOR 51. Plaintiff incorporates paragraphs 1 through 50 above as if set forth herein at length. 52. Defendant Ensor, in consummating transactions that constituted self-dealing, and in negotiating with Plaintiff, was acting as both an actor as well as an owner of Nittany Link. 53. Defendant Ensor, in consummating transactions that constituted self-dealing, also had substantial, direct and individual pecuniary interests in many transactions separate and distinct from his interest as a shareholder in the Corporation. 54. In doing so, Ensor engaged in intentional and fraudulent misrepresentations and con- cealment. 55. As a result, Ensor is jointly and severally liable for his actions, in addition to the li- ability incurred by Nittany Link. WHEREFORE, Plaintiff demands judgment against Defendant in an amount in excess of $50,000 and in an amount in excess of the amount requiring compulsory arbitration. Michael A. Hynum, Esquire Supreme Court ID #85692 315 Bridge Street, Lower Level New Cumberland, PA 17070 (717) 774-1357 Attorney for Plaintiff VERIFICATION I, , verify that the statements contained in the foregoing COMPLAINT are true and correct to the best of my knowledge, information and belief understand that false statements contained therein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. Date: IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO: O(. - g72b NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after the complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for an money claimed in the complaint or for any other claim or relief requested by the Plaintiffs. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, 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 REDUCED FEE OR NO FEE. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85692 315 Bridge St., Lower Level New Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attomey for Petitioner u i M 5_ SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Plaintiff V. NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Defendant LISTED HA SIDO DEMANIDADO EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de is proximos viente (20) dias despues de la notification de esta Demanda y aviso radicando personalmente o por rnedio de un abogado una comparecencia escrita y radicando en la Corte por escritosus defenses de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tornar accion como se escribe anteriormente, el caso puede proceder sin usted y un falio por qualquier suma de dinero reclamada en la demandaa o cualquier otra reciamacion o remedio solicitado por el demandanta puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad y otros direchos importantes pars usted. LISTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO IMMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTAOFICINA PUEDE PRO VEERLE INFORMACION A CERCA DE COMO CONSEGLJTR UNABOGADO. ST LISTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSSIBLE QUE ESTA OFICINA LE PUEDA PRO VEER INFORMACION SOBRE AGENCIES QUE OFREZCAN SERVTCIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUECUALIFICAN. Court Administrator 4t" Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85692 315 Bridge St., Lower Level New Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attorney for Petitioner SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Petitioner V. NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Respondent IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO: PETITION TO COMPEL ACCESS TO CORPORATE RECORDS AND NOW, comes Petitioner, Scott W. Long, by and through his attorney, Michael A. Hynum, Esquire, and avers as follows: 1. Petitioner is Scott W. Long (hereafter, "Petitioner" or "Long"), an adult individual residing at 7265 Capital Drive, Harrisburg, Pennsylvania 17111. 2. Respondent is Nittany Link, Inc. (hereafter "Respondent" or "Nittany Link"), a Pennsylvania Corporation organized under the laws of and authorized to conduct business in the Commonwealth of Pennsylvania with a principal business location and registered office address of 500 North Front Street, Wormleysburg, Pennsylvania 17043. 3. On or about July 28, 2005, Long was made a shareholder in Nittany Link, Inc. A copy of the corporate resolution issuing shares to Long and documentation evidencing Nittany Link's issuance of forty thousand shares to Long is incorporated by reference and attached hereto as Exhibit "A". 4. Circumstances have arisen which have led to Long having concerns about the viability of Nittany Link, and possible improper use and waste of corporate assets by Nittany Link's majority shareholder. 5. On or about June 13, 2006 and July 7, 2006, Long requested access to and review of Nittany Link's corporate documentation pursuant to 15 Pa.C.S. § 1508 through his legal counsel. A copy of correspondence sent to Nittany Link is incorporated by reference and attached hereto as Exhibit "B". 6. On or about July 11, 2006, Nittany Link rejected Long's request via correspondence from its legal counsel. A copy of correspondence sent by Nittany Link's attorney rejecting Long's request to inspect corporate financial records is incorporated by reference and attached hereto as Exhibit "C". 7. As shown by the letter marked as Exhibit "C" referenced above, Nittany Link has indicated it refuses to permit the inspection of records sought by shareholder Long and intends to oppose any effort by Long to access corporate documentation, in violation of the Commonwealth of Pennsylvania's Business Corporations Law. 8. As evidenced by the above-referenced actions, Long has complied with the provisions of 15 Pa.C.S. § 1508 with respect to the form and manner of making his demand for the inspection of corporate documents. 9. As evidenced by Long's correspondence attached as Exhibit "B", the inspection Long seeks is for a proper purpose as required by 15 Pa.C.S. § 1508. 10. This Honorable Court may summarily order the Respondent, Nittany Link, to permit Long to inspect the share register and other books and records of the corporation and to make copies or extracts therefrom. WHEREFORE, Petitioner respectfully requests this Honorable Court to enter an Order GRANTING Petitioner's request for access to corporate records at Nittany Link's Corporate office in Wormleysburg, Pennsylvania, within ten business days of the date of the Order granting Petitioner's request, between the hours of 9 AM and 5 PM EDT, at a time mutually acceptable to the parties. A form of Order is attached. 17?/11 X Date: Respectfully submitted, I By: :r-'fi c ael A. Hyhuhi, Hynum Law =vel 315 Bridge Street, New Cumberland, PA 17070 [717] 774-1357 Attorney for Petitioner IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Plaintiff CIVIL ACTION - LAW NO: V. NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Defendant ORDER AND NOW, this day of , 2006, the relief requested in Petitioner's Petition to Compel Access to Corporate Records at Respondent Nittany Link's Corporate office in Wormleysburg, Pennsylvania is hereby GRANTED. Nittany Link shall provide the access requested within ten (10) business days of the date of this Order, between the hours of 9 AM and 5 PM EDT, at a time mutually acceptable to the parties. BY THE COURT: J. Put U5 06 1C:56p Michael Hlmum (717) 6Si-eib4 p.b VERIFICATION I, -Scott W. Long, hereby verify that I am the Plaintiff in the foregoing Complaint. I hereby verify that the statements in the foregoing Complaint are trot and correct to the beet of my knowledge, information, and belief. I andmitand that false statements contained herein are made subject to the Penalties of 18 Pa. C.S.A. §4904 relative to unwom falsification to authorities. c' ) -tom' Scoct W. Long Date, I abed MZ-198-LiL 6UOT 44008 15: ZZ 500Z'91 uv 100 d PP92 19S L1L VVIP (nHl)9002-01-9nH aw?1/alen xx ta7YYLink, A Domestic Corporation Registered Under The Laws of the Commonwealth of Pennsylvania Annual Meeting Held At 500 N. front Street Wormleysburg, PA 17043 July 27, 2005 Per Section 513 of the Pennsylvania Business Corporation Act, as amended, and the By-laws of this Corporation, and does hereby consent to the adoption of the following Resolutions: The meeting was called to order by the president ofthe Corporation who presided over the meeting, and the secretary of the Corporation recorded the minutes of the meeting. Present at Meeting: Bruce C. Ensor - President and Treasurer Donna M. Ensor - Secretary Scott Long Chris Spak RESOLVED, Promoted Scott W_ Long to Vice President RESOLVED:, Bonus issued to Scott W. Long for $20,000 to be used for purchase of Company Stock. RESOLVED, The following amount of stock is to be issued to the following at par value which is $ l .00 per share: Scott W. Long. 40, 000 Shares in return for satisfying the debt owed to him for the $20,000.00 of overtime worked and the bonus issued above. RESOLVED, Internet Service Rates will be reduced after cash flow from Staff Augmentation revenue increases, projected time frame is September 2005. The above Resolutions are adopted by consent of the undersigned, being the Directors of this Corp-oration. Upon the signing by the Directors of this Corporation, this "Consent" shall be filed with the Secretary of the Corporation- Dated this 2e day of July, 2005 President & Treasurer Vice President " ?cretary [x6ibrf ;q" ' 11111Ulillllllll,i?( -` I , :. .. r ',Z CL =. '. W J i. i 5 a (nu I I ?' {A Cr > O Q in z , LL = p i F U) p I 1 \ IJ T ¢ 4 U V)I i ,. T \? 7 1 ? ?. . Cd ._, CNJ I ? lSa i . I ',.` U tit } P .1 1 0 1 \ a 1. ..1 v fVill "s:", ¢ W ¢r L N w a 41 wl, u . W a 1 +„ `I 7 ab,d 609Z-199-LTL 6UOT 1403s C C:6T b00Z'8i AON LAW OFFICES OF MICHAEL A. HYNUM 1325 GRANDVIEW ROAD MOUNT JOY, PENNSYLVANIA 17552 PHONE/FAX [7171653-2464 315 BRIDGE STREET, LOWER LEVEL NEW CUMBERLAND, PA 17070 PHONE [717] 774-1357 FAX [717] 774-0788 June 13, 2006 Via Facsimile & First Class Mail Mr. Bruce Ensor Nittany Link, Inc. 500 North Front Street Wormleysburg, PA 17043 Re: Scott Long and SWL Consulting Services Dear Mr. Ensor: I am writing to inform you that Scott Long wishes to inspect the financial records of Nittany Link, Inc. according to his rights as a Shareholder pursuant to 15 Pa.C.S. § 1508 (b). The review is for the purposes of ascertaining the value of the corporation and to assure Scott that the assets of the corporation are not being wasted or otherwise improperly transferred. Please contact me upon receipt of this letter to arrange a time within five (5) business days from the above date for Scott and I to review all of Nittany Link, Inc.'s financial data. Otherwise, we intend to seek court intervention pursuant to 15 Pa.C.S. § 1508 (c). Sincerely, MAH/vyc cc: Scott Long Michael A. Hynum Rawl Answers. HYNUM LAW ........................... July 7, 2006 Via Facsimile & First Class Mail Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 RE: Scott W. Long & Nittany Link, Inc. Dear Mr. Haddick: I am writing in response to your correspondence dated June 16, 2006. 1 have reviewed your letter with my client. Your threats of counterclaim and notification of various law enforcement officials are noted and of no import. In an attempt to avoid the necessity and expense of protracted litigation, Mr. Long has authorized me to contact your office to inquire whether Mr. Ensor is interested in scheduling a four-party conference to explore resolution of Mr. Long's shares in Nittany Link, Inc., any agreements indicating a relationship between Mr. Ensor, Nittany Link, Inc., Scott Long and/or SWL consulting, as well as the monies due to Mr. Long from Nittany Link and/or Mr. Ensor. If Mr. Ensor is amenable to such a meeting, please contact me at your earliest convenience to discuss possible dates and locations. Also attached for your files is a verified authorization pursuant to 1508(b) of Title 15 of the Pennsylvania Statutes. Mr. Long renews his request to inspect Nittany Link's corporate documents. MAH/vyc cc: Scott W. Long "n111A, OQ,?f 11.kIONAL ? ORP Sincerely, A 6 `M h 7/,071-. p A Domestic Corporation Registered Under The Laws of the Commonwealth of Pennsylvania Annual Meeting Held At 500 N. front Street Wormleysburg, PA 17043 July 27, 2005 Per Section 513 of the Pennsylvania Business Corporation Act, as amended, and the By-laws of this Corporation, and does hereby consent to the adoption of the fallowing Resolutions: The meeting was called to order by the president of the Corporation who presided over the meeting, and the secretary of the Corporation recorded the minutes of the meeting.. Present at Meeting: Bruce C. Ensor- President and Treasurer Donna M. Ensor - Secretary Scott Long Chris Spak RESOLVED, Promoted Scott W. Long to Vice President RESOLVED, Bonus issued to Scott W. Long for $20,000 to be used for purchase of Company Stock. RESOLVED, The following amount of stock is to be issued to the following at Par value which is $1.00 per share. Scott W. Long: 40, 000 Shares in return for satisfying the debt owed to hire for the $20,000.00 of overtime worked and the banns issued above. RESOLVED, Internet Service Rates will be reduced after cash flow from StaffAugmentation revenue increases, projected time frame is September 2005. The above Resolutions are adopted by consent ofthe undersigned, being the Directors of this Corporation. Upon the signing by the Directors of this Corporation, this "Consent" shall be filed with the Secretary of the Corporation. Dated this 28'a day of July, 2005 r -`' President & Treasurer Vice President s w ) U . i 1 LL o J W ?. V (n LLJ c3 (n W n w N Q o i Q 1 V ? IJ Q U L 1 rc p ?` r Q w . .64 ? >r p I u, i Z abed CERTIFICATE OF SERVICE On this W- day of October, 2007, 1 certify that a copy of the foregoing PETITION for ALLOWANCE TO AMEND TO INCLUDE ADDITIONAL DEFENDANTS was served upon the following counsel for Defendant Nittany Link, Inc. by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Scott Stein, Esquire Law Offices of Peter J. Russo, P.C. 3800 Market Street Camp Hill, PA 17011 Brian K. Zellner, Esquire Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 CD Y7 -- -j 't.'1 J. "% IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SCOTT W. LONG, Plaintiff V. NO. 06-4720 NITTANY LINK, INC., Defendant CIVIL ACTION - LAW AMENDMENT TO PLAINTIFF'S PETITION FOR ALLOWANCE TO AMEND TO INCLUDE ADDITIONAL DEFENDANTS 6. The Plaintiffs Petition for Access to Corporate Records filed on or about August 16, 2006 was assigned to the Honorable Judge Ebert. 7. The undersigned counsel for Plaintiff has sought the concurrence of the Defendant and the Defendant does not concur. WHEREFORE, Petitioner respectfully requests this Honorable Court to issue a Rule to Show Cause on the Defendant Nittany Link, Inc. why he should not be allowed to amend his complaint to include additional defendants. Date: October 19, 2007 By:'44--? Brian K. Zellner, Esquire Hynum Law 315 Bridge Street, Lower Level New Cumberland, PA 17070 (717) 774-1357 Attorney for Plaintiff W& CERTIFICATE OF SERVICE On this if 4" day of October, 2007, 1 certify that a copy of the foregoing AMENDMENT TO PETITION for ALLOWANCE TO AMEND TO INCLUDE ADDITIONAL DEFENDANTS was served upon the Defendant Nittany Link, Inc. by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Bruce C. Ensor, President Nittany Link, Inc. 500 North Front Street Wormleysburg, PA 17043 Aria 'h. Zellner, Esquire Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 r? C> r" t f ` wi r TI, co .?. Cil OCT 1 7 2007,#W IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff CIVIL ACTION - LAW NO: 06-4720 V. NITTANY LINK, INC., Defendant ORDER AND NOW, this I day of N b*,W 0- , 2007, upon consideration of the Plaintiff's Petition to Amend it is ORDERED AND DECREED that a Rule to Show Cause is issued upon the Defendant to show cause why the Plaintiff should be allowed to amend to include additional defendants. Rule Returnable within days of service. BY THE COURT: J. L? r, S ? ,,v?an?l? p ? ? t?ti ? ?v Ik i ,A 0 1 :11W'd f r aSliil `VoV t orr/,/ 99t NJ} , ?f ?,J . --16 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff, Vs. NITTANY LINK, INC., Defendant. CIVIL DIVISION Docket No. 06-4720 CIVIL SUBSTITUTION of COUNSEL WITHOUT LEAVE of COURT (Rule 1012(b)(2)(ii)) To the Prothonotary: Enter my appearance on behalf of Nittany Link, Inc. (Defendant). I hereby certify that this change is not intended to, nor will it, delay this proceeding to the best of my knowledge, information and belief. Papers may be served at the address set forth below. Edmund J. Berger Attorney for Defendant Attorney I.D. 453407 2104 Market Street Camp Hill, PA 17011 Phone: 717-920-8900 Fax: 717-920-8901 Date: CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing document, Substitution of Counsel Without Leave of Court, upon the following persons and in the manner indicated. BY FIRST CLASS MAIL Michael A. Hynum, Esq. Hynum Law 315 Bridge Street, Lower Level New Cumberland, PA 17070 Date: November 14, 2007 Edmund J. Berger Berger Law Firm 2104 Market Street Camp Hill, PA 17011 ..a Q ri C7 in =r i c-n r.? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant CIVIL ACTION -- LAW NO: 06-4720 ANSWER OF DEFENDANT NITTANY LINK, INC. TO ORDER TO SHOW CAUSE OF NOVEMBER 1, 2007 WITH RESPECT TO WHY PLAINTIFF SHOULD NOT BE ALLOWED TO JOIN ADDITIONAL DEFENDANTS AND NOW COMES DEFENDANT, NITTANY LINK, INC. and files this Answer to the Order to Show Cause of November 1, 2007. As discussed below, Plaintiffs Petition to Amend should be denied. 1. This action was commenced by Plaintiff's filing of a Petition to Compel Access to Corporate Records on August 14, 2006. A Complaint was subsequently filed on August 16, 2006 against Nittany Link, Inc. as the only Defendant. 2. On August 16, 2006, Plaintiff filed a Complaint alleging that Defendant had violated Pennsylvania's Wage Payment & Collection Law and further asserting a breach of contract claim with respect to unpaid credit card charges on a credit card opened in Plaintiff's name. Plaintiffs Complaint sounded in contract and was limited to claims against Defendant for alleged past commissions due and for an alleged obligation for credit card charges and cash advances incurred on credit card in Plaintiffs name. 3. On October 12, 2007, Plaintiff filed a Petition for Allowance to Amend to Include Additional Defendants and attached a copy of a proposed complaint to include as additional defendants, Bruce Ensor and Donna Ensor. 4. Bruce Ensor and Donna Ensor are officers of the Defendant corporation, Nittany Link, Inc., but are not individually obligated with respect to any wage payment claims as Nittany Link, Inc. is a separate legal entity. 5. Plaintiff asserted in Paragraph 4 of his Petition for Allowance to Amended to Include Additional Defendants that "[t]he Statute of Limitations has not expired on the Plaintiffs claims arising out of his employment with the Defendant and business relationship with Bruce and Donna Ensor." 6. The claims proposed to be asserted against Bruce Ensor (Count III and Count V) and Donna Ensor (Count IV) in Counts III through Count V of the draft complaint against are entitled "Breach of Fiduciary Duty" (Counts III and IV) and "Participation" (Count V). 7. Although the allegations are meritless, for purposes of this Answer to the Order to Show Cause, the question is whether Plaintiff has the right to join the Bruce Ensor and/or Donna Ensor as additional defendants in the action against Nittany Link, Inc. 8. Joinder of Additional Defendants is governed by Rule 2252 of the Pennsylvania Rules of Civil Procedure and states as follows: Rule 2252 (a) Except as provided by Rule 1706.1, any party may join as an additional defendant any person not a party to the action who may be 2 (1) solely liable on the underlying cause of action (2) Rescinded. (3) Rescinded. (4) liable to or with the joining party on any cause of action arising out of the transaction or occurrence or series of transactions or occurrences upon which the underlying cause of action against the joining party is based. it. Plaintiff has not asserted that the proposed additional defendants are or may be "solely liable on the underlying cause of action." In fact, the proposed additional defendants would be defendants on entirely different causes of action, sounding in tort rather than contract. 10. Plaintiff has not asserted facts which would lead one to conclude that the proposed additional defendants are "liable to or with the joining party on any cause of action arising out of the transaction or occurrence or series of transactions or occurrences upon which the underlying cause of action against the joining party is based." As discussed in Paragraph 2 above, the underlying cause of action against Defendant, Nittany Link, Inc., sounds in contract, consisting of a wage payment collection issue and a claim that Defendant is liable for payment for Plaintiffs credit card. In order to join additional defendants based on Rule 2252(a)(4), the proposed additional defendants must be liable to Plaintiff on a cause of action arising out of the transaction or occurrence or series of transactions or occurrences upon which the wage payment and breach of contract claims are based. 3 11. The transaction or occurrence out of which the original cause of action arose is the asserted non-payment of wages and the asserted obligation ...4. to pay a credit card. 12. The transactions and occurrences giving rise to the proposed causes of action against additional defendants allegedly arise out of the following alleged transactions or occurrences: a. A contract between Defendant and Capital Tempfunds entered into in August 2005 (Paragraphs 33-34, 36). b. A tax lien against Defendant placed in 2003 (Paragraph 35- 36). C. A contract between Defendant and a wireless internet provider entered into in October 2005. (Paragraph 37-39) d. Allegations that Bruce Ensor wrote himself checks out of Nittany Link's account without adequate funds to cover such checks (Paragraphs 39-40) e. Allegations that Donna Ensor did not object to Bruce Ensor's decisions as per a-d above (Paragraph 49). Allegations that Bruce Ensor was "self-dealing" and engaged in intentional and fraudulent misrepresentations, rather than acting in the best interest of Defendant (Paragraphs 52-54). 13. Plaintiff's allegations against the proposed additional defendants do not arise out of the alleged non-payment of wages or failure to pay credit card 4 transactions. Rather, they are completely separate transactions and occurrences that have nothing to do with the claims against Nittany Link, Inc. as a corporation. 14. Plaintiff has not shown that the joinder of the proposed additional defendants arises from the same transaction or occurrence, or series of transactions or occurrences giving rise to the original claims against Defendant, Nittany Link, Inc. See Pa.R.C.P. 2252(a)(4). Consequently, there are no grounds for joinder of the proposed additional defendants in the instant action 15. Joinder of the proposed-additional defendants in this action would result in unnecessary confusion of unrelated issues as between defendants and would force Defendant to expend resources participating in claims against Bruce and Donna Ensor that it might not otherwise expend. 16. While as noted above in Paragraph 5, Plaintiff has asserted that the Statute of Limitations is not a bar to the claims against the proposed additional defendants, the additional claims sound in tort (breach of fiduciary duty) and have a two-year Statute of Limitations rather than the 4-year statute of limitations applicable to contract actions.' 17. Plaintiffs draft complaint references actions that occurred in August 2005 and October 2005. As these actions will be more than 2 years old at the time any amended complaint were to be filed in this matter, if permitted, claims relating to such events would likely be barred by the statute of limitations. The additional allegations against the proposed additional defendants do not have an indicated time frame associated with them and it is, thus, not 'indeed, contract actions cannot, as a general rule, be asserted against board members or officers but must be brought against the corporation. 5 possible to know whether the statute of limitations will act as a bar to such complaints. Plaintiff should be required to submit a more specific pleading with respect to such allegations in order to determine whether joinder can even be considered. 18. Where the statute of limitations would act as a bar to a claim against an additional defendant, joinder is generally not permitted. Su-Jen Jeng Estate v. Witters, 54 Pa. D. & C.2d 199, 1971 WL 14386 (C. P. 1971); Buranos v. Himes, 34 Pa. D. & C.2d 509, 1964 WL 6393 (C.P. 1964); Beck v. Kilroy, 1 Pa. D. & C.2d 777, 1955 WL 5130 (C.P. 1955); Buckla v. Carolina Ins. Co. of Wilmington. N. C., 49 Pa. D. & C. 547, 1944 WL 2177 (C.P. 1944); see also Change in party after statute of limitations has run, 8 A.L.R. 2d 6. 19. Finally, Plaintiff simply fails to state a cause of action against the proposed additional defendants and there is no basis, therefore, to allow joinder of the proposed additional defendants. More specifically, a shareholder action for breach of fiduciary duty must allege that the conduct occurred while the Plaintiff was a shareholder. See Warden v. McLelland, 288 F.3d 105 (3`d Cir. 2002). Non-shareholders have no right to bring actions for breach of fiduciary claims against shareholders. Id. Moreover, as a general rule, prior to bringing any direct action against a member of a board of directors of a corporation, Pennsylvania law generally requires that a demand be made on the board to bring a derivative action against the board member for such asserted breach of duty. 15 Pa.C.S. § 1717. Plaintiff has not pled that any demand was made on the board to bring a claim for an 6 asserted breach of fiduciary duty and that it was denied. Indeed, the vague allegations of Counts III and IV of the complaint (even though Defendant has provided detailed corporate records to Plaintiff) manifest the absence of any reasonable claim to be asserted against the proposed additional defendants, Board members Bruce Ensor and Donna Ensor. With respect to Count V of the proposed Complaint, this allegation is even more vague and again is insufficient to support a claim against the proposed additional defendants. It is a claim sounding in "participation." A claim sounding in participation must be based upon the underlying tortious action of the corporation with respect to a third party. Shay v. Flight C Helicopter Services Inc., 2003 Pa. Super. 86, 822 A.2d 1 (2003).The question is, however, what is the underlying tortious action of the corporation against a third party which is complained of here? No assertion is made that the corporation itself committed a tort and the original complaint against the corporation only has to do with contract-related claims which cannot give rise to a claim of participation. Reference is made in this Count to "self-dealing" and "fraud." However, fraud and the specific elements of fraud are not pled anywhere in this complaint and for "participation" the asserted fraud must be by the corporation against a third party. It cannot be for a breach of fiduciary duty with respect to the corporation itself. Even if there were any merit to claims of "self-dealing," they do not constitute a tortious action against a third party which can form the basis of a claim of "participation" by a member of the board or an officer of the corporation. 7 Plaintiff has simply not pled any claim that would give rise to Count V and the claim, similar to Counts III and IV, is entirely lacking in merit. WHEREFORE, Defendant respectfully requests that the Court deny the Plaintiff's Petition to Amend to Allow Additional Defendants. Edmund "Tad" Berger Law Firm, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 E-mail: tbergera@bergerlawfirm.net November 19, 2007 8 CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing document, Answer of Defendant Nittany Link, Inc. to Order to Show Cause of November 1, 2007 With Respect to Why Plaintiff Should Not Be Allowed to Join Additional Defendants, upon the following person(s) and in the manner indicated. BY FIRST CLASS MAIL Michael A. Hynum, Esq. Hynum Law 315 Bridge Street, Lower Level New Cumberland, PA 17070 Date: November 19, 2007 Berger Law Firm, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 E-mail: tberger@bergerlawfirm.net Edmund "Tad" Berger n ? Q Z - o c.?s IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff, VS. NITTANY LINK, INC., Defendant. CIVIL DIVISIO!_ l? o r c$i,,,a?. Docket No. 064720 CIVIL PRAECIPE for WITHDRAWAL of APPEARANCE WITHOUT LEAVE of COURT (Rule 1012(b)(2)(i)) To the Prothonotary: Withdraw my appearance on behalf of Nittany Link, Inc. (Defendant). Attorney Edmund Berger has entered his appearance for the aforementioned party. I hereby certify that this change is not intended to, nor will it, delay this proceeding to the best of my lmowledge, information and belief Date: d Signature tl n? cr) SCOTT W. LONG, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVIL ACTION - LAW NO. 06-4720 CIVIL NITTANY LINK, INC., Defendant IN RE: PETITION FOR ALLOWANCE TO AMEND BEFORE HESS, OLER AND GUIDO, J.J. ORDER AND NOW, this Z7* day of February, 2008, the above-captioned matter is stricken from the argument list, it appearing that a rule to show cause is pending before the Honorable M. L. Ebert, Jr. BY THE COURT, A. Hess, J. /Kevj The Honorable M. L. Ebert, Jr.' ' . yr j r %?4rian K. Zellner, Esquire (20 For the Plaintiff P Lac ,---Edmund J. Berger, Esquire o???/Qg For the Defendant 6 :rlm .i. ? f7 .1 fir . ! °4 0Z ?,, ]A d0JZ SCOTT W. LONG, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 06-4720 CIVIL NITTANY LINK, INC., Defendant ORDER OF COURT AND NOW, this 2"d day of April, 2008, upon consideration of Plaintiffs Brief in Support of His Petition for Allowance to Amend to Include Additional Defendants and responses thereto, IT IS HEREBY ORDERED AND DIRECTED that the Plaintiff s Petition to Amend is DENIED. By the Court, V%? -? ?av M. L. Ebert, Jr., 0 J. Brian K. Zellner, Esquire Attorney for Plaintiff Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 .Edmund J. Berger Attorney for Defendant Berger Law Firm 2104 Market Street Camp Hill, PA 17011 (246 f t r" a I LL v/w/oe VIN` AI,kSNN d Z 1 $ NV I- MV ODOZ Adviolllk"O d ?o 30H W IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff CIVIL ACTION - LAW NO: 06-4720 v. NITTANY LINK, INC., Defendant PLAINTIFF'S PETITION FOR RECONSIDERATION OF THE ORDER OF THE HONORABLE JUDGE EBERT DATED APRIL 2, 2008 AND NOW, comes Plaintiff, Scott W. Long, by and through his attorneys, Hynum Law, and avers as follows: 1. Plaintiff Scott W. Long initiated this matter by filing a Petition for Access to Corporate Records against the Defendant Nittany Link, Inc. on or about August 16, 2006. 2. On October 15, 2007, the Plaintiff filed a Petition to Amend to Include Additional Defendants Bruce and Donna Ensor. 3. On April 2, 2008, the Plaintiffs Petition to Amend was denied. 4. Pa. R.C.P. 1033 states in pertinent part that a party "either by filed consent of the adverse party or by leave of court may at any time change the form of the action, correct the name or amend his pleading." 5. The right to amend a pleading should be liberally granted to secure determination of cases on their merits whenever possible. Gregg v. Gacon Const. Co., 249 Pa. Super. 377, 378 A.2d 344 (1977). Amendments will not be permitted where surprise or prejudice to the other party will result. Spain v. Vincente, 315 Pa. Super. 135, 461 A.2d 833 (1983); Mancine v Concord -Liberty Savings and Loan Association, 299 Pa. Super. 260, 445 A.2d 744 (1982). 5. A plaintiff may not add a new party after the expiration of the applicable statute of limitations. Hoare v. Bell Tel. Co., 509 Pa. 57, 500 A.2d 1112 (1985). 6. The Statute of Limitations has not expired on the Plaintiffs claims arising out of his employment with the Defendant and business relationship with Bruce and Donna Ensfor. 7. The Plaintiffs business relationship ended with the Defendant in February 2006 when he resigned. 8. The Plaintiff is a shareholder in the Defendant. 9. Bruce Ensor is the President and majority shareholder in the Defendant. 10. Donna Ensor is the secretary of the Defendant. 11. The Defendant is not prejudiced by this proposed Amendment. 12. The Defendant is not surprised by this proposed Amendment. 13. The Plaintiff respectfully requests that Your Honorable Court reconsider its' April 2, 2008 Order. WHEREFORE, Petitioner respectfully requests this Honorable Court to issue a Rule to Show Cause on the Defendant Nittany Link, Inc. why his Petition for Reconsideration should not be granted. Date: -q Respectfully submitted, By: (d-- Brian K. Zellner, Esquire Hynum Law 315 Bridge Street, Lower Level New Cumberland, PA 17070 [717] 774-1357 Attorney for Plaintiff SCOTT W. LONG, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA ' APR 0 08 V. NO. 06-4720 CIVIL BY: NITTANY LINK, INC., Defendant ORDER OF COURT AND NOW, this 2"d day of April, 2008, upon consideration of Plaintiffs Brief in Support of His Petition for Allowance to Amend to Include Additional Defendants and responses thereto, IT IS HEREBY ORDERED AND DIRECTED that the Plaintiffs Petition to Amend is DENIED. By the Court, V%? -? ?" V M. L. Ebert, Jr., 0 J. Brian K. Zenner, Esquire Attorney for Plaintiff Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 Edmund J. Berger Attorney for Defendant Berger Law Firm 2104 Market Street Camp Hill, PA 17011 J c`- .+a 3a ±7ad ? dF ;y? ? ? 4 . h . } ?i ?f S ?xPa ' gp i) ???;? 4 ?? - . t ,?• w • ?.. t t •1{.i Tt .? . . . COU { A_ ate. CERTIFICATE OF SERVICE On this L s-i``day of April, 2008, 1 certify that a copy of the foregoing PETITION for RECONSIDERATION was served upon the following counsel for Defendant Nittany Link, Inc. by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Edmund J. Berger, Esquire Berger Law Firm 2104 Market Street Camp Hill, PA 17011 Brian K. Zellner, Esquire Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 i ; r'v _ ': ? ' ? l=:J -i r,? C:a> '"`J ( _ , j? ? ...q-? ...' (?, ?;.? .'a ,a SCOTT W. LONG Plaintiff V. NITTANY LINK, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 06-4720 CIVIL IN RE: PETITION FOR RECONSIDERATION ORDER OF COURT AND NOW, this 21s` day of May, 2008, upon consideration of the Plaintiff's Petition for Reconsideration, IT IS HEREBY ORDERED AND DIRECTED that the Plaintiff's Petition for Reconsideration is DENIED. By the Court, ? Brian Zellner, Esquire Michael A Hynum, Esquire Counsel for Plaintiff ? Edmund J. Berger, Esquire Counsel for Defendant bas ?F S n'11l l.£ - Co M. L. Ebert, Jr., J. Q' Michael A. Hynum, Esquire Supreme Court ID #85692 2608 N. Third Street Harrisburg, PA 17110 (717) 774-1357 Attorney for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SCOTT W. LONG, Plaintiff V. NO. 06-4720 NITTANY LINK, INC., Defendant CIVIL ACTION - LAW NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty days after this complaint and notice are served, by enter- ing a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Court Administrator's Office One Courthouse Square Carlisle, PA 17013 Phone (717) 240-6200 USTED HA SIDO DEMANIDADO EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de is proximos viente (20) dias despues de la notification de esta Demanda y aviso radicando personalmente o por rnedio de un abogado una comparecencia escrita y radicando en la Corte por escritosus defenses de, y ob- jecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tornar accion como se escribe anteriormente, el caso puede proceder sin usted y un fallo por qual- quier suma de dinero reclamada en la demandaa o cualquier otra reclamacion o remedio solicitado por el demandanta puede ser dictado en contra suya por la Corte sin mas aviso adicional. 1Jsted pu- ede perder dinero o propiedad y otros direchos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO IMMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTAO- FICINA PUEDE PRO VEERLE INFORMACION A CERCA DE COMO CONSEGLJTR UN- ABOGADO. ST USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSSIBLE QUE ESTA OFICINA LE PUEDA PRO VEER INFORMACION SOBRE AGENCIES QUE OFREZCAN SERVTCIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUECUA- LIFICAN. Cumberland County Court Administrator's Office One Courthouse Square Carlisle, PA 17013 Phone (717) 240-6200 Michael A. Hynum, Esquire Supreme Court ID #85692 2608 N. Third Street Harrisburg, PA 17110 (717) 774-1357 Attorney for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW SCOTT W. LONG, Plaintiff V. NO. 06-4720 NITTANY LINK, INC., Defendant CIVIL ACTION - LAW COMPLAINT 1. Plaintiff Scott W. Long (hereafter, "Plaintiff' or "Long"), an adult individual resid- ing at 7265 Capital Drive, Harrisburg, Pennsylvania 17111. 2. Defendant Nittany Link, Inc. (hereafter "Defendant" or "Nittany Link"), is a Penn- sylvania Corporation organized under the laws of and authorized to conduct business in the Com- monwealth of Pennsylvania with a principal business location and registered office address of 500 North Front Street, Wormleysburg, Pennsylvania 17043. 3. Plaintiff is, and was at all times relevant hereto, a shareholder of Defendant Nittany Link. 4. A Petition for Access to Corporate Records was previously filed by Plaintiff in this matter on or about August 16, 2006. Attached hereto as Exhibit "A" is a true and correct copy of the petition. 5. Nittany Link is in the business of recruitment and placement of IT professionals with businesses and government on a contractual basis. 6. Long joined Nittany Link as an independent contractor in January 2005 to be paid at a rate of $3000 per month plus commissions. 7. In April 2005 Long became an employee of Nittany Link at a rate of $15.00 per hour plus 45% commissions. 8. On May 16, 2005, the terms of Long's employment were changed to $25 per hour plus 25% commission. 9. Long and Nittany Link agree that he was to be paid a commission at a rate of 45% on all contracts placed prior to May 16, 2005. 10. On July 27, 2005 Long was made Vice President of Nittany Link. Attached hereto as Exhibit "B" is a true and correct copy of the minutes of the Corporate Meeting. 11. On July 27, 2005, Long received 40,000 shares of stock at one dollar par value each. Attached hereto as Exhibit "C" is a true and correct copy of the stock certificate. 12. Scott Long resigned from Nittany Link in February 2006. 13. From July 2005 until his resignation in February 2006 neither Bruce Ensor nor Nit- tany Link paid Long any money toward the commissions that Long had earned or continued to earn. COUNT I - VIOLATION OF PA WAGE PAYMENT & COLLECTION LAW SCOTT W. LONG V. NITTANY LINK INC. 14. Plaintiff incorporates paragraphs 1 through 13 above as if set forth herein at length. 15. As more fully described above, Nittany Link has and continues to refuse payment of monies due Plaintiff that constitute "wages" under the Pennsylvania Wage Payment and Collection Law (hereafter "WPCL")(Act of 1961, P.L. 637, No. 329). 16. Because the wages due are for acts making wages payable in excess of sixty days prior to the filing of this Complaint, Plaintiff demands liquidated damages equal to twenty five per- cent of the wages due or $500.00, whichever is greater, pursuant to Section 10 of the WPCL. WHEREFORE, Plaintiff demands judgment against Defendant in an amount in excess of $50,000 and in an amount in excess of the amount requiring compulsory arbitration. COUNT II - BREACH OF CONTRACT SCOTT W. LONG V. NITTANY LINK. INC IT Plaintiff incorporates paragraphs 1 through 16 above as if set forth herein at length. 18. Due to cash flow problems and the inability of Nittany Link to cover its payroll re- quirements Long with Ensor's authorization obtained cash advances against a credit card so that Nittany Link could cover payroll. 19. The credit card was issued to Nittany Link and in the name of Long personally. 20. Nittany Link through its President, Ensor, was aware of and authorized Long to ob- tain the credit card. 21. Nittany Link has and continues to refuse to pay monies owing on the credit card or to reimburse Long for payments made toward the credit card balance. 22. Most if not all of the monies owed on said credit card went toward Nittany Link ex- penses directly. Attached hereto as Exhibit "D" is a true and correct copy of the recent statement showing the balance of said credit card. 23. Nittany Link owes Long for past commissions earned but refuses to pay Long for those commissions. 24. Nittany Link contractually obligated itself to pay Plaintiff for services provided be- tween January 2005 and February 2006, as well as to reimburse Long for monetary amounts contributed to Nittany Link via credit card purchases and cash advances. 25. Nittany Link has and continues to fail to fulfill the contractual obligations made to Plaintiff. WHEREFORE, Plaintiff demands judgment against Defendant in an amount in excess of $50,000 and in an amount in excess of the amount requiring compulsory arbitration. Michael A. Hynum, Esquire Supreme Court ID #85692 2608 N. Third Street Harrisburg, PA 17110 (717) 774-1357 Attorney for Plaintiff PH'l-e3-c'UUwwi) rU!IU HYNUM FNUhE551UNHL LUHN (tHX)(1!f(4U(8b N.Uud/000 V ERMCATION 1, &-,-1 `-L ° verily that the statem cats contained in the foregoing COM- PLAINT are true and coma to the best of my knowledA information and belicE I understand that false statements contained therein are made subject to the penalties of 18 Pa.C.S. Section 4904 rc- lating to unswora Usif cation to nuthorlties. Date: S .1s C L•d i00'd 86Z: l 6 80 £Z Ae 61:01 (IHJ)800Z-£Z-AVW ON11/31EQ xa EXHIBIT "A" Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85692 315 Bridge St., Lower Level New Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attomey for Petitioner SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Plaintiff tom, ff? 171 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO: V. : 1. LU l 4? NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Defendant NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after the complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a it ir1nmjnP1+ mw k. n„i.......,1 _i .. - - claimed in the complaint or for any other claim or relief requested by the Plaintiffs. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, 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 REDUCED FEE OR NO FEE. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 RXh'b i - ?' f USTED HA SIDO DEMANIDADO EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de is proximos viente (20) dias despues de la notification de esta Demanda y aviso radicando personalmente o por rnedio de un abogado una comparecencia escrita y radicando en la Corte por escritosus defenses de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tornar accion como se escribe anteriormente, el caso puede proceder sin usted y un fallo por qualquier suma de dinero reclamada en la demandaa o cualquier otra reclamacion o remedio solicitado por el demandanta puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad y otros direchos importantes para usted. LISTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO IMMEDIATAMENTE. SI LISTED NO TIENE UN ABOGADO, LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTAOFICINA PUEDE PRO VEERLE INFORMACION A CERCA DE COMO CONSEGLJTR UNABOGADO. ST LISTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSSIBLE QUE ESTA OFICINA LE PUEDA PRO VEER INFORMACION SOBRE AGENCIES QUE OFREZCAN SERVTCIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUECUALIFICAN. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Michael A. Hynum, Esquire Hynum Law Supreme Court ID #85692 315 Bridge St., Lower Level New Cumberland, PA 17070 (717) 774-1357 Fax: (717) 774-0788 Attorney for Petitioner SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Petitioner V. NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Respondent IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO: PETITION TO COMPEL ACCESS TO CORPORATE RECORDS AND NOW, comes Petitioner, Scott W. Long, by and through his attorney, Michael A. Hynum, Esquire, and avers as follows: 1. Petitioner is Scott W. Long (hereafter, "Petitioner" or "Long"), an adult individual residing at 7265 Capital Drive, Harrisburg, Pennsylvania 17111. 2. Respondent is Nittany Link, Inc. (hereafter "Respondent" or "Nittany Link"), a Pennsylvania Corporation organized under the laws of and authorized to conduct business in the Commonwealth of Pennsylvania with a principal business location and registered office address of 500 North Front Street, Wormleysburg, Pennsylvania 17043. 3. On or about July 28, 2005, Long was made a shareholder in Nittany Link, Inc. A copy of the corporate resolution issuing shares to Long and documentation evidencing Nittany Link's issuance of forty thousand shares to Long is incorporated by reference and attached hereto as Exhibit "A". 4. Circumstances have arisen which have led to Long having concerns about the viability of Nittany Link, and possible improper use and waste of corporate assets by Nittany Link's majority shareholder. 5. On or about June 13, 2006 and July 7, 2006, Long requested access to and review of Nittany Link's corporate documentation pursuant to 15 Pa.C.S. § 1508 through his legal counsel. A copy of correspondence sent to Nittany Link is incorporated by reference and attached hereto as Exhibit "B". 6. On or about July 11, 2006, Nittany Link rejected Long's request via correspondence from its legal counsel. A copy of correspondence sent by Nittany Link's attorney rejecting Long's request to inspect corporate financial records is incorporated by reference and attached hereto as Exhibit "C". 7. As shown by the letter marked as Exhibit "C" referenced above, Nittany Link has indicated it refuses to permit the inspection of records sought by shareholder Long and intends to oppose any effort by Long to access corporate documentation, in violation of the Commonwealth of Pennsylvania's Business Corporations Law. 8. As evidenced by the above-referenced actions, Long has complied with the provisions of 15 Pa.C.S. § 1508 with respect to the form and manner of making his demand for the inspection of corporate documents. 9. As evidenced by Long's correspondence attached as Exhibit "B", the inspection Long seeks is for a proper purpose as required by 15 Pa.C.S. § 1508. 10. This Honorable Court may summarily order the Respondent, Nittany Link, to permit Long to inspect the share register and other books and records of the corporation and to make copies or extracts therefrom. WHEREFORE, Petitioner respectfully requests this Honorable Court to enter an Order GRANTING Petitioner's request for access to corporate records at Nittany Link's Corporate office in Wormleysburg, Pennsylvania, within ten business days of the date of the Order granting Petitioner's request, between the hours of 9 AM and 5 PM EDT, at a time mutually acceptable to the parties. A form of Order is attached. Date: t? Ily submitted, By: V1ch6_el A. HynuM,'?tjTiire Hynum Law 315 Bridge Street, L?4r Level New Cumberland, PA 17070 [717] 774-1357 Attorney for Petitioner IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA SCOTT W. LONG 7265 CAPITAL DRIVE HARRISBURG, PA 17111 Plaintiff CIVIL ACTION - LAW NO: V. NITTANY LINK, INC. 500 NORTH FRONT STREET WORMLEYSBURG, PA 17043 Defendant ORDER AND NOW, this day of , 2006, the relief requested in Petitioner's Petition to Compel Access to Corporate Records at Respondent Nittany Link's Corporate office in Wormleysburg, Pennsylvania is hereby GRANTED. Nittany Link shall provide the access requested within ten (10) business days of the date of this Order, between the hours of 9 AM and 5 PM EDT, at a time mutually acceptable to the parties. BY THE COURT: J. HwC Uy U6 10:56p Michael Flynum VERIFICATION (?1?I 65J-2464 p.6 I, Scott W. Long, hereby verify that I am the Plaintiff in the foregoing Complaint. 1 hereby verity that the statements in the foregoing Complaint are true and correct to the hest of my knowledge, information, and belief. I andeitand that false statements contained herein arc made subject to the penalties of 18 Pa. C.S.A. §4904 relative to unworn falsification to authorities. _ Scott W. Long Nate: r-1 //QK 1 abled inn H MZ-195-L1L IQQ II) buoT gIoas ZS:ZZ 900Z'91 2fdv 1:JV&faJ7Link, inc. A Domestic Corporation Registered Under The Laws of the Commonwealth of Pennsylvania Annual Meeting Held At 500 N. front Street Wormleysburg, PA 17043 July 27, 2005 Per Section 513 of the Pennsylvania Business Corporation Act, as amended, and Corporation, and does hereby consent to the adoption of the following Resolutions: By-laws of this The meeting was called to order by the president ofthe Corporation who secretary of the Corporation recorded the minutes of the meeting. presided over the meeting, and the Present at Meeting: Bruce C. Ensor - President and Treasurer Donna M. Ensor - Secretary Scott Long Chris Spak RESOLVED, Promoted Scott W. Long to Vice President RESOLVED, Bonus issued to Scott W. Long for $20,000 to be used for purchase of Company Stock. RESOLVED, The following amount of stock is to be issued to the folio per share. Scott W. Long 40, 000 Shares in. turn wing at Par value which is $1.00 overtime worked and the bonus issued abovem for satisfying the debt owed to him for the $20,O$1.00 of RESOLVED, Internet Service Rates will be reduced after cash flow from staff Augmentation revenue increases, Projected time frame is September 2005. The above Resolutions are adopted by consent of the undersigned, Upon the signing by the Directors of this Corporation, the Corporation_ this "Consent" shall be filed with the Secretary of Dated this 28 h day of July, 2005 President & Treasurer J? ?yvvii-c-e?President retary being the Directors of this Corporation. [-Xk Z abr d Y 2 a \ J ` C d 1 LL 1 \, 7 , n uJ W \ \` J u J ! 1 w J . 1 LL. L 7 ' I 1 \ 1 T ? ul ? ? ? ?, ra . a' O n LL 1! ;?.j ij L , V = a 4 W U7 4-1 6 t 6692-I9S-LiL 5UOT gg00s ?E:6i b00Z'8I AON LAW OFFICES OF MICHAEL A. HYNUM 1325 GRAND VIEW ROAD MOUNT JOY, PENNSYLVANIA 17552 PHONE/FAX [717] 653-2464 315 BRIDGE STREET, LOWER LEVEL NEW CUMBERLAND, PA 17070 PHONE [717] 774-1357 FAX [7171774-0788 June 13, 2006 Via Facsimile & First Class Mail Mr. Bruce Ensor Nittany Link, Inc. 500 North Front Street Wormleysburg, PA 17043 Re: Scott Long and SWL Consulting Services Dear Mr. Ensor: I am writing to inform you that Scott Long wishes to inspect the financial records of Nittany Link, Inc. according to his rights as a Shareholder pursuant to 15 Pa.C.S. § 1508 (b). The review is for the purposes of ascertaining the value of the corporation and to assure Scott that the assets of the corporation are not being wasted or otherwise improperly transferred. Please contact me upon receipt of this letter to arrange a time within five (5) business days from the above date for Scott and I to review all of Nittany Link, Inc.'s financial data. Otherwise, we intend to seek court intervention pursuant to 15 Pa.C.S. § 1508 (c). Sincerely, MAH/vyc &IL4 4?wo Michael A. Hynum cc: Scott Long 1 1 Real Answers. HylIIM LAW ........................ July 7, 2006 Via Facsimile & First Class Mail Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 RE: Scott W. Long & Nittany Link, Inc. Dear Mr. Haddick: I am writing in response to your correspondence dated June 16, 2006. 1 have reviewed your letter with my client. Your threats of counterclaim and notification of various law enforcement officials are noted and of no import. In an attempt to avoid the necessity and expense of protracted litigation, Mr. Long has authorized me to contact your office to inquire whether Mr. Ensor is interested in scheduling a four-party conference to explore resolution of Mr. Long's shares in Nittany Link, Inc., any agreements indicating a relationship between Mr. Ensor, Nittany Link, Inc., Scott Long and/or SWL consulting, as well as the monies due to Mr. Long from Nittany Link and/or Mr. Ensor. If Mr. Ensor is amenable to such a meeting, please contact me at your earliest convenience to discuss possible dates and locations. Also attached for your files is a verified authorization pursuant to 1508(b) of Title 15 of the Pennsylvania Statutes. Mr. Long renews his request to inspect Nittany Link's corporate documents. MAH/vyc cc: Scott W. Long 11) NUM 11101 L,tiIONAL k 01,11 Sincerely, LAW OFFICES OF DICKIE, MCCAMEY & CHILCOTE A 1PAOMSSIONAL CORPORATION 1200 CAMP HILL BYPASS, SUITE 205 CAMP HILL, PA 17011-3700 TPL.717.731.4800 FAX. 717-731-4803 WWW. DMCLAW.COM Charlo E. Haddick, Jr. Attorney-at-Law July 11, 2006 VIA FACSIMILE 653-2464 / 774-0788 Mike Hynum Law Offices of Michael A. Hynum 1325 Grandview Road Mount Joy, PA 17552 RE: Nittany Link v. Scott Long Dear Mr. Hynum: ohaddick©dmclaw.com We are in receipt of your correspondence. dated July 7, 2006. As promised in our previous correspondence, your request for access to corporate records is now denied. Should you file a petition in court for access, we will oppose it. Nevertheless, my client is considering your offer of a conference in an attempt to reach some sort of agreement. We do not believe any such conference can take place unless and until my client's previous request for confidential written disclosure by your client with an itemized list of all contracts, resumes, and other business assets taken by him and/or SWL Consulting from Nittany Link, Inc. along with cash values for each asset, is met. Unless this is done, the parties would be negotiating with each other in the dark. Should your client be willing to provide such documentation, we can discuss further the possibility of scheduling a conference. I look forward to hearing from you. Very truly yours, DICKIE, MCCAMEY & CRILCOTE, P.C. Charles E. Haddick, Jr. CEH, Jr./kao b,,k,b,A ?, L(t WAS 88-7272 7177331-4 00 0 2f5 925-2289 W 886 34055hl, 66 C + NE 354.0192 + NORTH J3Ca OLINA 740-2 0 8 1682 X304 2 BST VIRGINIA -- l/l d 0951-°N EM (El Ilj A3Wd0oW 3I?0I0 lidos:E 9002 'll'(nr CERTIFICATE OF SERVICE On this 14th day of August, 2006, 1 certify that a copy of the foregoing PETITION TO COMPEL ACCESS TO CORPORATE RECORDS was served upon the following counsel for Respondent by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Charles E. Haddick, Jr., Esquire Dickie, McCamey & Chilcote, P.C. 1200 Camp Hill Bypass, Suite 205 Camp Hill, PA 17011-3700 Victoria Y. Chambe, Assistant to Michael A. Hynum squire Hynum Law 315 Bridge St., Lower Level New Cumberland, PA 17070 EXHIBIT "B" V&ta- J 7 lF , C. A Domestic Corporation Registered Under The Laws of the Commonwealth of Pennsylvania Annual Meeting Held. At 500 N. front Street Wormleysburg, PA 17043 July 27, 2005 Per Section 513 of the Pennsylvania Business Corporation Act, as amended, and the By-laws of this Corporation, and does hereby consent to the adoption of the following Resolutions: The meeting was called to order by the president ofthe Corporation who presided over the meeting, and the secretary of the Corporation recorded the minutes ofthe meeting. Present at Meeting Bruce C. Ensor - President and Treasurer Donna M. Ensor - Secretary Scott Long Chris Spak RESOLVED, Promoted Scott W. Long to Vice President RESOLVED, Bonus issued to Scott W. Long for $20,000 to be used for purchase of Company Stock. RESOLVED, The following amount of stock is to be issued to the following at Par value which is $1.00 per share: Scott W. Long: 40, 000 Shares ux return for satisfying the debt owed to him for the $20,000.00 of overtime worked and the bonus issued above. RESOLVED, Internet Service Rates will be reduced alter cash flow from Staff Augmentation revenue increases, projected time frame is September 2005. The above Resolutions are adopted by consent of the undersigned, being the Directors of this Corporation. Upon the signing by the Directors of this Corporation, this "Consent" shall be filed with the Secretary of the Corporation. Dated this 28'' day of July, 2005 President & Treasurer Vice President retary EXHIBIT "C" NOV 18,2004 19:33 Scott long 717-561-2644 Pige 2 C Ln 5. , ? ._ ..? l - fi ?• ? - - t D T 71 • > ?r D `,. * ICS n DC rn . \. .\ 0 M i ? `" 1 I r lA K .? O r N m ?• ; ? • ; i r x m RI ,, 0 o a u) m cn 1 n 1 ? D `` . Irl \ t \ I G S? 1 E .1 j:i l A ) C? \ UC EXHIBIT "D" g Platinum Visa Business Card Company Statement ° 0 0 a NITTANY LINK INC 7265 CAPITAL DRIVE 0 F Company Account Number: 4339 9300 0848 6260 Bankof America -0410' Credit Limit $12,000 Billing Date 05- Cash Limit $12,000 Days in Billing Cycle Cash Advance Balance $0.00 Payment Due Date 06- Available Credit $0 Minimum Payment Due $2,1 New Balance $13,2 Platinum Visa Business Card News Important Notice: You have a new credit card payment address as reflected on the attach( payment coupon. If you make your payment through an online bill pay service, please include the new address to ensure that payment is received by the due date. Page Iof I COMPANY SUMMARY Nn'rANY LINK INC Previous Purchases/Other Cash Finance New 4339 9300 0848 6260 Balance Payments - Credits + Debits/Fees + Advances + Charge s - Balan Company Total $12,971.46 $0.00 $0.00 $70.00 $0.00 $323.78 $13,361 YOUR ACCOUNT IS NOW 90 DAYS PAST DUE. PLEASE CONTACT US IMMEDIATELY AT (866)729-9068 TO MAKE ARRANGEMENTS FOR PAYMENT. COMPANY DETAIL Posting Sale Date Date Category Reference Number Transactions Amoul 05-18 05-18 LATE PAYMENT FEE 35 1 05-23 05-23 PURCHASE *FINANCE CHARGE* , 323 ' 05 23 05-23 OVPDT' MIT FEE . 35.( Customer Service Finance Charges Total Annual Percentage Rate 29.99% 800.673.1044, 24 hours Average Daily Annual Periodic Daily Periodic Percentage Finance Outside the U S Balance Rate Rate Charge . . 509.353.6656, 24 hours PURCHASES $13,134.23 0.08217% 29.99% $323.78 CASH $0.00 0.08217% 29.99% $0.00 For Lost or Stolen Card: 800.673.1044, 24 hours Send Billing Inquiries to: BANK OF AMERICA PO BOX 15184 WILMINGTON DE 19850-5184 Please see the reverse side for infomialion about your account Company Account Summary Previous Balance $12,9 Payments Credits Purchases/Other + Debits/Other Fees Cash Advances + Overlimit Fees + $ Late Payment Fees + $, Finance Charge + $3; New Balance = $13,3 Please return coupon with your payment Ba n k of America Business Card Payment Coupon Please 0 Check box and indicate address change on reverse. Enter Amount Company Account No 4339 9300 0848 6260 Enclosed $ Payment Due Date 06-17-07 Minimum Payment Due $2 125 85 New Balance $13 365.24 NITTANY LINK INC **P0004770 7265 CAPITAL DRIVE HARRISBURG PA 17111-5882 433993000848626002125851336524 Make check or money order payable to: BUSINESS CARD Mail payment to address below. BUSINESS CARD PO BOX 15710 WILMINGTON DE 19886-5710 I:S4 9 9 900 111:0 0030008486 2601in CERTIFICATE OF SERVICE On this 23?d day of May, 2008, 1 certify that a copy of the foregoing COMPLAINT was served upon the following counsel for Respondent by placing the same in th United States mail, first class, postage prepaid, addressed as follows: e Edmund J. Berger, Esquire BERGER LAW FIRM, P.C. 2104 Market Street Camp Hill, PA 17011 Brian K. Zellner, Esquire Hynum Law 2608 North 3rd Street Harrisburg, PA 17110 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant CIVIL ACTION - LAW NO: 06-4720 NOTICE TO PLEAD TO: SCOTT W. LONG, PLAINTIFF You are hereby notified to file a written response to the enclosed Answer and New Matter within twenty (20) days from service hereof or a judgment may be entered against you. lkl_ Edmund "Tad" Berger Berger Law Firm, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 E-mail: tbergera@bergerlawfirm.net June 18, 2008 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, : Plaintiff CIVIL ACTION -- LAW V. NO: 06-4720 NITTANY LINK, INC., Defendant ANSWER AND NEW MATTER OF NITTANY LINK, INC. AND NOW COMES DEFENDANT, NITTANY LINK, INC. and files this Answer to the Complaint filed on May 23, 2008. 1. Admitted. 2. Admitted. 3. Denied. It is denied that at all times relevant to Plaintiffs Complaint, Plaintiff was a shareholder of Defendant Nittany Link, Inc.. It is also denied that Plaintiff's shareholder status has anything to do with the claims set forth in Plaintiff's Complaint. Plaintiff became a shareholder on July 27, 2005, apparently after some of his claims for commissions had already arisen. 4. Admitted. 5. It is admitted that this was one area of business in which Defendant was actively involved. 6. This averment is denied to the extent that it does not adequately describe the terms of that contract, which are spelled out by the contract itself. Exhibit A to this Answer. Moreover, the contract provided for specific amounts for commissions, and it was specifically understood between Plaintiff and Defendant that such commissions would be paid only to the extent that business profits made payment of such commissions feasible, after paying all other expenses of the business. As Defendant Nittany Link has not operated, on an annual basis, in the black since January 2005, the obligation to pay these commissions never arose. 7. This averment is denied to the extent that it does not adequately describe the terms of that contract, which are spelled out by the letter from Defendant to Plaintiff, dated April 18, 2005, regarding the terms of employment. Moreover, the terms of payment of commissions were specifically stated in the contract and it was understood between Plaintiff and Defendant that such commissions would be paid only to the extent that business profits made payment of such commissions feasible, after paying all other expenses of the business. As Defendant Nittany Link has not operated, on an annual basis, in the black since January 2005, the obligation to pay these commissions never arose. 8. Denied. The terms of Defendant's employment were changed on August 1, 2005, as per attached Exhibit C. 9. Denied. Defendant was paid commissions in accordance with the then-effective agreements, including the agreement that Long was to be paid 2 only to the extent that business profits made payment of such commissions - aw feasible, after paying all other expenses of the business. 10. Admitted. 11. Admitted. 12. Admitted. 13. Admitted in part and denied in part. It is admitted that from July 2005 until his resignation, Defendant did not pay any money as commissions to Plaintiff. It is denied, however, that any such amounts were due to Plaintiff as it was specifically understood that such commissions would only be paid to the extent that Defendant operated as a profitable business during such period of time. 14. This is an incorporation paragraph to which no response is required. 15. Denied. The amounts claimed are not due to Plaintiff as payment of commissions was contingent on profitability of the business. 16. This paragraph constitutes a prayer for relief to which no response is required. To the extent that an answer is required, the averment is denied as the claimed amounts were not for wages which were payable as the required condition for profitability had not been realized with respect to the payment of commissions. WHEREFORE, Count 1 of Plaintiffs Complaint should be dismissed with prejudice and Plaintiff required to pay all court costs and Defendant's reasonable attorneys' fees. 3 17. This is an incorporation paragraph to which no response is required. 18. It is admitted that Defendant was authorized to obtain cash advances against a credit card to cover payroll requirements. 19. It is admitted that the credit card was issued to Defendant and in the name of Plaintiff. However, it was specifically understood that the credit card would only be used for transactions authorized by Defendant. 20. Admitted. 21. Admitted in part and denied in part. Defendant paid monies owing on the credit card for authorized transactions but has refused to pay monies for unauthorized transactions made by Plaintiff or to reimburse Plaintiff for amounts related to such unauthorized transactions. 22. Denied. The unpaid expenses associated with the credit card relate to unauthorized transactions that do not constitute Defendant's expenses plus finance charges on such unauthorized transactions. The amounts owing on such are the responsibility of Plaintiff. 23. Denied. It was specifically understood that commissions would only be paid to the extent that Defendant operated on a profitable basis and was able to pay such commissions. Since Defendant did not operate on a profitable basis during Plaintiff's service, such commissions were not due and owing. 24. Denied in part. These claims are denied to the extent that they are not consistent with the actual terms of the contracts or the understanding reached between Plaintiff and Defendant. In particular, it was understood that 4 the commissions would be paid only to the extent that Defendant was profitable. As Defendant was not profitable, such amounts are not due and owing. Furthermore, it was also understood that Defendant would only reimburse Plaintiff for credit card purchases and cash advances to the extent the transactions were authorized transactions. Defendant paid for all authorized transactions and has only denied payment for unauthorized transactions. 25. Denied. Defendant has met its contractual obligations to Plaintiff. WHEREFORE, Count 2 of Plaintiffs Complaint should be dismissed with prejudice and Plaintiff required to pay all court costs and Defendant's reasonable attomeys' fees. NEW MATTER 26. Plaintiffs claims are barred by the statute of limitations applicable to such actions. 27. Plaintiffs claims are barred by the doctrine of laches. 28. Plaintiffs claims are barred by the doctrine of accord and satisfaction and the doctrine of release. 29. Plaintiffs claims are barred by the doctrine of estoppel. 30. Plaintiffs claims are barred by the statute of frauds. 5 WHEREFORE, Plaintiff's Complaint should be dismissed with prejudice and Plaintiff required to pay all court costs and Defendant's reasonable attorney's fees. bmitted, Edmund "Tad" Berger Berger Law Firm, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 E-mail: tberger@bergerlawfirm.net June 18, 2008 6 SCOTT W. LONG v. NITTANY LINK, INC. CIVIL ACTION -LAW No: 06-4720 Exhibit A . l _ w SWLConsufting. 125 7265 CAwital Dr__ Aarrisbuura. 'PA Phone: (71A 215-4393 ENT CONTRACTOR AGREEMENT S .7, This Indepe Agceemeat C`Agmemeat") is made and . this Jaouuwy 2, sad wi0 tenmhuft on the but day of January 30t by and betweeri Nmany Link, Inc. ("rII.l") and SWL Coming Services, IJ,C "a Pmnsylvanra limited liability (`Company") Place of business at 7265 Capital Dr., Harrisburg, Pe msylvania Now, thereftw% SWL and MU agree as follows: 1. EnWHICEMent NU hereby engages SWL ("Consultant"), and Consultant accepts to provide to NLI the following services: The main focus is to provide Account and Project manager, services to bring more Wsinew into NU and increase the profit =uWn fivtn its current stsoSngs. Along with the Account m services, SWL will provide recruiting services and application develop work required by the cfieat. Assist in development and enhancement of the client's requirmnentsto eahence the clienes performance in the i ry they market- Any application development projects not aw'i -- to another contractor, SWL Will provide 40 hours of service to any of NLI's clients. Account Manager rules will be limited, but will still be performed outside of the 40 hour client cor?nerrt. 2. Term Consultant shall provide services to Company pursuant to this Agreement for a term commencing on or about January 3rd, 2005. NU and SWL will comfinue this contract monthly as a trial basis. Should NU offer SWL, and-SWL accepts offer, another month of services, that month must be fidSlied by SWL_ After 3 months, SWL will offer a new contract offun commitment; unless NLI offers partnership ofNLI prior to 3 motes. 3. Pl ce of W°rlc Consukw shall .render services primarily at the NU offices but will, upon request, provide the services at Company offices or such other places as reasonably requested by SCOTT W. LONG v. NITTANY LINK, INC. CIVIL ACTION -LAW No: 06-4720 Exhibit III SWLCons* ultionge Company as appropriate for the performance of particulw service. Consultant may perform specific duties at the SWL office as well. 4. Two Consultant's daily schedule and hours worked underthis Agreement on a given day shall generally be subject to Consultant's discre ion, provided that Count and Company not... to that Consonant shall work a normal eight hour day Monday through Friday Cow of SWL may work as much as needed to perform duties 5. Pavwet For the month of January, NEJ shall pay SWL $3500 for Account M Services p pint to this Agreement; if and only if no billable programming is pofix ed by SWL. If billable programming is performed by SWL then payment for these services shall be deduced from the $3500 payment £oc the Account manager Services. Should SWL perform billable work, then the following applies: MU shall pay SWL application devetiopme it and project mana®e--nt few st 53Y less than the bill rate to their cleats (e.g., Bill rate of $75/hr to cheat would be S45/hr to consultantj but no higher than $551hr. ff consultant performs 40 hours of pig per went, SWL will bill NU an hourly rate of $15ft of non-billable time for-Account Manager Services. Shall SWL only perform Account Manager Services for the montb of January, SWL will invoice NLI at the end of the month, tom, issued on or about the I'` and le of each month. For Application Development services, invoices will be billed on or about the 1" and 16& of each month, effective immediately. Payments shall be received within 5 days from receipt of invoice for Account Manager Services up do 53500.00. Payment for billable services beyond $3500.00 gross shall be made within 5 days of recxipt from client. Any employees hired, or subconhactors contracted to, perform work, SWL will be paid a cAmmission of $5/hr per employee or contractor Commissions on sales of hardware or software products will be paid to SWL at 15°x6 of the sale. NU shall redmburse SWL for all reasonable travel related uses if the NLI requests travel to a location other than the its main office. NLI shall reimburse. SWL for other expenses as mutually agreed upon MI SWL shall bear all other cqxmses-mcurred in the performance ofthis agreement- 15, '00? VOOO, SWLConsuttoing. ;w ? - `f Z S v, L L iNkR ademt S&N' Consultant is and tbroughout this Agreement sW be an independent contractor and not any gym pa tam or a8ent of Company. Cvmultw shall not be entitled to nor receive any benefit normally provided to Company's employees such as, but not limited to, vacation payout, retirement, health care or sick pay. Company admll not be responsible for widiholding income or other taxes from the payments made to Comsultaut. Consultant shall be solely ale for filing all returns and paying any income, social security or other tax levied upon or ddamioed with respect tD the payments made to Cvn pursuant to this agreement. 9. x2* MA &Roam Unless otherwise agreed to by Company in advance, Consultant shall be soldy responsible for proc udmg, paying and any papa', tools or supplies necessary or appropriate for the perfinnsnoe of Coma's services hereunder. Company shall provide appropriate access to Company's computer network as necessary. At Company"s discre ion, Company may provide Consultant with Software necessary for the project_ If so provided, Conmiltat agrees to return all such materials when contract is ended. 10. Gala IAW This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania 11. dHa mss' The headings in this Agreement are inserted for convenience only and shall not be used to define, limit or describe the scope of this Agreement or any of the obligations herein. 12. Fund AUjIM This Aunt constitutes the final wag and agree tat between the parties with respect to the subject meow hereof and supersedes all prior emu, understanding and agreenwats between the parties, whether written or oral. This Agreement may be amended, supplemented or changed only by an agreement in writing signed by both of the parties. SWLConsutfing. >ci v Fc e s, LLC 13. Notices Any notice required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by recognized overnight courier service as follows: 9 to Consultant: Scott W. Long 7265 Capital Dr. Harrisburg, PA 17111 If to Company: Nrttany Link, Inc 500 North Front Street Wormleysburg, PA 17043 14. Syeverabili If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. IN WMESS WHEREOF, this Agreement has been executed by the parties as of the date first above written. 1aI3116 Scott W. Long Bruce Ensor President - SWL Cmrmdfmg Services, LLC President - Ntttan Link, Inc. EIN or Social Security Number: 26-0083563 SCOTT W. LONG v. NITTANY LINK, INC. CIVIL ACTION -LAW No: 06.4720 Exhibit C April 18, 2005 Scott Long 7265 Capital Dr. I , isbmg, PA 17111 Scott, We would IOoe to offer you employmaat with Manny Link, Inc. May 2, 2005, Nitiany Link would like to offer yon full tame salaried position at $15 Per hour for 40 hours a week as an Account Manager: No overtime is available for a salaried employee. Your primary position will be to bring in now bra from clients and other forms of business entities. Mileage and meals fir client and interview purposes will be reimbursed by N ttany Link, Inc on a monthly basis. You must keep track mall receipts and sabea k a, i i I m, onmeat form at the and of the month. Your probationary period was within the past 4 months worlang as an independent contractor and proving to us your ability to generate, income. On top of the salary, a commission of 45% (after employee overhead costs) of the Staff Avgm ion income per employee will be paid to you when payments are received by the clime. Any sales of software, developed by the company, will be a commission of 15% of the profit and paid when payment is received. This will be reviewed and posm'bly modified 6 months from the dame of this letter. Medical hmn nce, will be provided for you for a single employee. Anything more than that, you will have to pay the dike. You will be required to log your time so we can pay your paychecks in a tamely manner. Welcome aboard and we look forward to malong sonw1bing happen and utiliAm the skills and experience you bring to the table. Please call if you have any questions. sincerely, . Bruce C. Ensor President & Treasurer Nttany Link, Inc. Cell: 717-877-2521 Harrisburg Office: 500 N. Front Street, Wormleysburg, PA 17043, V: 717-737-8848, F. 717-737-1320 Lewistown Office: 216 N. Main Street, Yeagertown, PA 170997 V: 717-242-1100, F: 717-242-3151 Email: sales@nittanytink.com Web Address: www.nittanylink.com 18, 2005 3y Scott Long 7265 Capital Dr. Harrisburg, PA 17111 Scott, We would 17ke to offer you employment with ITMany Link, Inc. Effective August 1, 2005, NiMW Link will increase your salaried position to $25 per hour for 40 hours a week as Vice President of the company. No overtime is available for a salaried employee. Your primary position will be to bring in new businew fimn clients and other forms of business entities. Mileage, and meals for client and interview purposes will be tarmbtased by Nitta" Link, Inc on a monthly or yearly basis. You must keep track of all receipts and =&nit a ursement form at the and of the month or year- On top of the salary, your commission of 45% will change to 25% (after employee overhead costs) of the Staff Augmentation income only. This is from this date on. The past employees on the 45% will still apply. This amount will be will be paid to you at the end of the, year. Any sake of software, developed by the company, will be a commission of 10% of the profit and paid when payment is received This contract will be reviewed and possibly modified at the and of the year. Medical insurance will be provided for you for a single employee plus child Anything more than that, you will have to pay the difference. You will be required to log your time so we can pay your paychecks in a timely manner. Please call if you have any questions. Sincerely, Bruce C. Ensor President & Treasurer N'tttany Link, Inc. Cell: 717-877-2521 Harrisburg Office: 500 N. Front Street, Wormleysburg, PA 17043, V: 717-737-8848, F: 717-737-1320 JUN-18-2008 10:058 FROM: VERIFICATION TO:99208901 P.2 I, Bruce Ensor, affirm that I am the President of Plaintiff, Nittany Link, Inc., and that the statements of fact made in the foregoing Answer and New Matter are true and correct to the best of my knowledge, information and belief. The undersigned understands that the statements herein are made subject to the penalties of 18 Pa. Cons. Stat. Ann. § 4904 relating to unsworn falsification to authorities. Date: Ct 1(? ??p Bruce Ensor 7 CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing document, Answer and New Matter of Nittany Link, Inc., upon the following persons and in the manner indicated. BY FIRST CLASS MAIL Michael A. Hynum, Esq. Hynum Law 315 Bridge Street, Lower Level New Cumberland, PA 17070 Date: June 18, 2008 Edmund J. Berger Attorney I.D. #53407 BERGER LAw FIRM, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 tberger@bergerlawfirm.net ?? ? _ j l ??? ?'. J. t?PR _ ' i? s ? ?? -?G 0 SCOTT W. LONG, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 06-4720 Civil Term NITTANY LINK, INC., Defendant CIVIL ACTION - LAW PLAINTIFF'S ANSWER TO DEFENDANT'S NEW MATTIER 26. Denied. The averments contained in this paragraph are Conclusions of Law as to which no response is required pursuant to the Pennsylvania Rules of Civil Procedure. 27. Denied. The averments contained in this paragraph are Conclusions of Law as to which no response is required pursuant to the Pennsylvania Rules of Civil Procedure. 28. Denied. The averments contained in this paragraph are Conclusions of Law as to which no response is required pursuant to the Pennsylvania Rules of Civil Procedure. 29. Denied. The averments contained in this paragraph are Conclusions of Law as to which no response is required pursuant to the Pennsylvania Rules of Civil Procedure. 30. Denied. The averments contained in this paragraph are Conclusions of Law as to which no response is required pursuant to the Pennsylvania Rules of Civil Procedure. WHEREFORE, Plaintiff demand judgment in his favor and against the Defendant. Date: ?-? J) ! De d-Z-- Brian K. Zellner, Esquire Michael A. Hynum, Esquire Hynum Law Supreme Court ID # 59262 2608 N. Third Street Harrisburg, PA 17110 (717) 774-1357 It CERTIFICATE OF SERVICE On this 1St day of July, 2008, 1 certify that a copy of the foregoing PLAINTIFF'S ANSWER TO NEW MATTER was served upon the following counsel for Respondent by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Edmund J. Berger, Esquire BERGER LAW FIRM, P.C. 2104 Market Street Camp Hill, PA 17011 Michael A. Hynum, Esquire Brian K. Zellner, Esquire Hynum Law 2608 North 3`d Street Harrisburg, PA 17110 ?.? ? ?? w ?? ,??-? 7r? 4?? ?? ? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant NO: 06-4720 CIVIL ACTION - LAW PLAINTIFF'S PETITION FOR APPOINTMENT OF A RECEIVER AND NOW, comes Plaintiff, Scott W. Long, by and through his attorneys, Hynum Law, and files a Petition for Appointment of a Receiver, and in support thereof, as follows: 1. Petitioner is the Plaintiff Scott W. Long in the above- captioned action. Respondent is the Defendant Nittany Link, Inc. in the above-captioned action. 2. On or about July 28, 2005, Plaintiff became a shareholder in Nittany Link, Inc. A copy of the corporate resolution issuing shares to the Plaintiff and documentation of the Defendant's issuance of forty thousand shares to the Plaintiff is incorporated by reference and attached hereto as Exhibit "A". 3. In February 2006, Plaintiff resigned from the Defendant Nittany Link, Inc. 4. Petitioner initiated this matter by filing a Petition for Access to Corporate Records on or about August 16, 2006. 5. On or about May 28, 2008, the Plaintiff filed a complaint against the Defendant. 6. On or about June 18, 2008, the Defendant filed an Answer to the Complaint with New Matter. 7. On or about July 3, 2008, the Plaintiff filed an Answer to the New Matter. 8. The Plaintiff has recently received information which causes him concern as to the viability of the Defendant Nittany Link, Inc. and possible improper use and waste of corporate assets by the Defendant's majority shareholder. 9. The Plaintiff is respectfully requesting that Your Honorable Court appoint a Receiver to operate the business on a day to day basis during the pendency of this action. WHEREFORE, Petitioner respectfully requests this Honorable Court to appoint a Receiver. Respectfully submitted, Date: September 19, 2008 By: /d- i ?C_____ Brian K. Zellner, Esquire Hynum Law 2608 N. Third Street Harrisburg, PA 17110 [717] 774-1357 Attorney for Plaintiff 7-1 A&taj Zint;, !"Y A Domestic Corporation Registered Under The Laws ofthe Commonwealth ofPennsytvania Annual Meeting Held At 500 N. front Street Wormleysbtzg, PA I7043 July 27, 2005 Per Section 513 of the Pennsylvania Business Corporation Act, as amended, and the By-laws of this Corporation, and does hereby consent to the adoption of the following Resolutions: The meeting was called to order by the president of the Corporation who presided over the meeting, and the secretary of the Corporation recorded the minutes of the meeting. Present at Meeting: Bruce C. Ensor - President and Treasurer Donna M. Ensor - Secretary Scott Long Chris Spak RESOLVED, Promoted Scott W. Long to Vice President RESOLVED, Bonus issued to Scott W. Long for 520,000 to be used for purchase of Company Stock. RESOLVED, The following amount of stock is to be issued to the following at Par value which is $ 1.00 per share- Scott W- Long: 40, 000 Sham in return for satisfying the debt owed to him for the $20,000.00 of overtime worked and the bonus issued above. RESOLVED, Internet Service Ralm will be reduced a8er cash flow from Staff Augmentation revenue greases, projected time frame is September 2005_ The above Resolutions are adopted by consent of the undersigned, being the Directors of this Corporation. Upon the signing by the Directors of this Corporation, this "Consent" shall be fled with the Secretary of the Corporation. Dated this 286 day of July, 2005 z President & Treasurer Vice President _nY cr ?? h?h??? r 4 i I.YVY' 1V?, LVV7 1lJJ v. .v v., ?. v?r7 y, ?? ? li. -TS i ry Ln Ln 71 1 ;` ,` ` ; In o mCl rn - l , Z S TTff ' - In ? ? = ? O r N m .. , n c M cn i ?ro rn a. ? ` 1 C) - . 1 2 m 11 ' . dp i CERTIFICATE OF SERVICE On this 19th day of September, 2008, I certify that a copy of the foregoing Petition for Appointment of Receiver was served upon the following counsel for Defendant Nittany Link, Inc. by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Edmund J. Berger, Esquire Berger Law Firm 2104 Market Street Camp Hill, PA 17011 !?- lrze?? Brian K. Zellner, Esquire Hynum Law 2608 North 3`d Street Harrisburg, PA 17110 C'> r-? ? ??.. 1 c!* Y" ,.-+ ?" ? ' ? ?~ ?? ) ?/ 't? .f I..i .1 ? .. "A #..++? s" "'f: -X ]' ['['1 ? ? d s SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO: 06-4720 CIVIL ACTION - LAW Defendant MI-4 II-0 11-W Fill 1101 4;i&l W- AND NOW, comes Plaintiff, Scott W. Long, by and through his attorneys, Hynum Law, and files an Amended Petition for Appointment of a Receiver, to include the following: 1. The Honorable Judge Ebert has ruled on this matter and has issued Orders of Court of the same. 2. Defendant's Counsel is opposed to this Petition. Date: October 14, 2008 Respectfully submitted, By: /1, , 1c, Brian K. Zellner, Esquire Hynum Law 2608 N. Third Street Harrisburg, PA 17110 [717] 774-1357 Attorney for Plaintiff CERTIFICATE OF SERVICE On this 14th day of October, 2008, I certify that a copy of the foregoing Amended Petition for Appointment of Receiver was served upon the following counsel for Defendant Nittany Link, Inc. by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Edmund J. Berger, Esquire Berger Law Firm 2104 Market Street Camp Hill, PA 17011 Brian K. Zellner, Esquire Hynum Law 2608 North 3`d Street Harrisburg, PA 17110 ?:? --? tl.+ ? Q? ??-' ? ? t a SCOTT W. LOING, IN THE COURT OF COMMON PLEAS OF PLAINTIFF CUMBERLAND COUNTY, PENNSYLVANIA V. NITTANY LINK, INC. : NO. 06-4720 CIVIL ORDER OF COURT AND NOW, this 20th day of October, 2008, upon consideration of the Plaintiff's Petition/Amended Petition for Appointment of a Receiver, IT IS HEREBY ORDERED AND DIRECTED that: 1. A Rule is issued upon the Defendant to show cause why the relief requested should not be granted; 2. The Defendant will file an answer on or before November 10, 2008; 3. If no answer to the Rule to Show cause is filed by the required date, the relief requested by Plaintiff shall be granted upon the Court's receipt of a Motion requesting Rule be made Absolute. If the Defendant files an answer to this Rule to Show Cause, the Court will determine if further order of court or a hearing is required. 4. The Prothonotary is directed to forward said Answer to this Court. By the Court, /Brian K. Zellner, Esquire Attorney for Plaintiff ZEdmund J. Berger, Esquire Attorney for Defendant bas 0--of I 'Es -Orl a L *LL to?aa -41 - N\ -4L, ? M. L. Ebert, Jr., J. d1. i,f !6 8Z •£ Wd 0Z 130 8002 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant CIVIL ACTION -- LAW NO: 06-4720 ANSWER TO RULE TO SHOW CAUSE RE: PETITION FOR APPOINTMENT OF A RECEIVER AND NOW COMES DEFENDANT, NITTANY LINK, INC. and files this Answer to the Rule to Show Cause Re: Plaintiffs Petition/Amended Petition for Appointment of a Receiver and specifically responds to the Petition for Appointment of A Receiver as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. 6. Admitted. 7. Admitted. 8. Defendant is without information sufficient to form a belief as to what information Plaintiff received, or whether such information is mere hearsay and is insufficient to support Plaintiff's petition, and demands strict proof thereof. However, Defendant denies the factual allegations of this paragraph with respect to changes in the viability of Defendant's business. There is no basis for Plaintiffs allegation expressing concern regarding the viability of Defendant Company or the allegation of possible improper use and waste of corporate assets. This is not to say that Defendant's business is not financially challenged as it has been through much of its existence, but the allegations are not meritorious in that the condition of Defendant's business has not substantially changed. 9. Defendant submits that Plaintiffs request should be fundamentally denied. WHEREFORE, the Court should deny the request to appoint a Receiver as the request is completely lacking in any factual basis. mund "Tad" Berger Berger Law Firm, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 E-mail: tberger@bergerlawfirm.net November 7, 2008 2 NOV-6-2008 05:10P FROM: VERIFICATION TO:99208901 P.3 I, Bruce Ensor, affirm that I am the President of Plaintiff, Nittany Link, Inc., and that the statements of fact made in the foregoing Answer to Petition for Appointment of Receiver are true and correct to the best of my knowledge, information and belief. The undersigned understands that the statements herein are made subject to the penalties of 18 Pa. Cons. Stat. Ann. § 4904 relating to unsworn falsification to authorities. Date: tr QO Bruce Ensor 7 -A 3 CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing document, Answer to Rule to Show Cause RE: Petition for Appointment of a Receiver, upon the following persons and in the manner indicated. BY FIRST CLASS MAIL Brian K. Zellner, Esquire Hynum Law 2608 North 3rd Street Harrisburg, PA 17110 Date: November 7, 2008 Edmund J. Berger Berger Law Firm 2104 Market Street Camp Hill, PA 17011 t_ °?. . ?:? ?? -..... ?"PR _..._ ... "k SCOTT W. LOING, IN THE COURT OF COMMON PLEAS OF PLAINTIFF CUMBERLAND COUNTY, PENNSYLVANIA V. NITTANY LINK, INC. : NO. 06-4720 CIVIL ORDER OF COURT AND NOW, this 13th day of November, 2008, upon consideration of the Plaintiff's Petition for Appointment of a Receiver and the Defendant's answer thereto, the Court finds that the Plaintiffs Petition fails to plead any facts which would warrant the appointment of a Receiver; Accordingly, IT IS HEREBY ORDERED AND DIRECTED that the Plaintiff's Petition for Appointment of a Receiver is DENIED. By the Court, k* U?t?- M. L. Ebert, Jr., J. rian K. Zellner, Esquire Zdmu ey f or Plaintiff nd J. Berger, Esquire Attorney for Defendant bas J T! it ' ,) Co'N M d n ; i I wv ? I AON Bou AdVIQNOHI d 3U 3O ?mod IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NO. 06-4720 NITTANY LINK, INC., Defendant CIVIL ACTION - LAW PLAINTIFF'S MOTION FOR A DISCOVERY SCHEDULING CONFERENCE 1. On May 27, 2008 the Plaintiff filed a Complaint against the above- captioned Defendant. 2. On or about June 18, 2008, the Defendant filed an Answer with New Matter. 3. On July 3, 2008, the Plaintiff filed an Answer to the Defendants' New Matter. 4. The Pleadings in this matter are closed. 5. Written Interrogatories have been exchanged and answered by both parties and the Plaintiffs and Defendant's depositions have been taken. 6. The Plaintiff would like to move this matter to a conclusion. 7. On or about February 18, 2009 Plaintiff's Counsel sent correspondence to Defendant's Counsel regarding scheduling additional depositions. 8. The Plaintiff respectfully requests that Your Honorable Court list this case for a Discovery Scheduling Conference to establish the following deadlines: a. A date for the completion of all discovery, except for depositions for use at trial; b. A date for the Plaintiff to submit expert reports and curricula vitae of said experts, or answer expert interrogatories; c. A date for the Defendants to submit expert reports and curricula vitae of said experts, or answer expert interrogatories. 9. The Honorable Judge M.L. Ebert, Jr. is the Presiding Judge on this matter. 10. The Defendant's counsel does concur with this Motion. 11. The Plaintiff respectfully requests that Your Honorable Court list this case for a Discovery Scheduling Conference to establish a deadline for the completion of all discovery, except for depositions for use at trial. WHEREFORE, the Plaintiff respectfully requests that Your Honorable Court list this case for a Discovery Scheduling Conference. Date: 3 lG a S, , / Brian K. Zellner, Esquire Attorney for Plaintiff Hynum Law Attorney Id. 59262 2608 N. Third Street Harrisburg, PA 17110 (717) 774-1357 CERTIFICATE OF SERVICE On this Irday of March, 2009, 1 certify that a copy of the foregoing MOTION FOR SCHEDULING DISCOVERY CONFERENCE was served upon the following counsel for Defendant Nittany Link, Inc. by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Edmund J. Berger, Esquire Berger Law Firm 2104 Market Street Camp Hill, PA 17011 A- k Brian K. Zellner, Esquire Attorney for Plaintiff Hynum Law Attorney Id. 59262 2608 N. Third Street Harrisburg, PA 17110 ?? r 7 7 r = ' ` Wis. .?_`? - ? i T3rT,• ? _ -'s ?, _, -_,T „_ ._j? :; r ?? '??' -? MAR , , 2008 q b 1b IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NO. 06-4720 NITTANY LINK, INC., : Defendant CIVIL ACTION - LAW ORDER AND NOW, this day of , 2009, upon consideration of the Plaintiff's Motion for a Discovery Scheduling Conference, it is hereby ORDERED that the Motion is GRANTED. A Discovery Scheduling Conference shall be held on AeWA64?irc, ?;tc.e , Q-0647 2009 at in Courtroom of the Cumberland County Courthouse, One Courthouse Square, Carlisle, Pennsylvania. istribution: Brian K. Zellner, Esquire, 2608 N. Third Street, Harrisburg, PA 17110 Edmund Berger, Esquire, 2104 Market Street, Camp Hill, PA 17011 1-CT 1 es M a .3 t3 a? f-, 1 .0t t 600 ,w SCOTT W. LONG Plaintiff V. NITTANY LINK, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 06-4720 CIVIL IN RE: SCHEDULING CONFERENCE ORDER OF COURT AND NOW, this 30th day of April, 2009, after conference with counsel the following schedule is hereby set for completion of discovery and trial of this matter: 1. August 31, 2009 -The parties shall complete any additional written discovery and all depositions of parties or witnesses on or before this date. 2. September 24, 2009 - All expert reports shall be filed with the opposing party on or before this date. 3. September 24, 2009 - Any and all dispositive motions shall be filed and the matters shall be set down for argument court on or before this date. 4. September 28, 2009 - This case shall be set down for trial during the November term of Civil Court on or before this date. 5. October 14, 2009 -All motions will be argued during the argument court set for this date. All parties shall file briefs in accordance with Cumberland County Local Rules of Court. 6. October 30, 2009 - All rebuttal expert reports shall be filed on or before this date. 7. November 16, 2009 - Jury trial of this case. Should any complex motions be filed which cannot be dealt with by the Court between the October 14, 2009 argument court date and the November 16, 2009 trial date, the case will be continued and listed for the Civil Trial term beginning February 1, 2010. 8. December 14, 2009 - Should the necessity arise to have the case continued to the February 2010 term of court this shall be the date to set the case down for trial for February 1, 2010. By the Court, Brian Zellner, Esquire Michael A Hynum, Esquire Counsel for Plaintiff Edmund J. Berger, Esquire Counsel for Defendant bas CIA , mow, ti - ? s s?Sl? ?S/ s/v9 Co I'V-s m a.I LCL J M. L. Ebert, Jr., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant NO: 06-4720 CIVIL ACTION - LAW PLAINTIFF'S OBJECTIONS TO ADDITIONAL DISCOVERY AND NOW, comes Plaintiff, Scott W. Long, by and through his attorneys, Hynum Law, and avers as follows: I . On or about April 30, 2009, a Scheduling Conference was scheduled in front of the Honorable Judge Ebert. 2. On or about April 30, 2009, the Honorable Judge Ebert entered an Order of Court with a schedule to complete discovery. See attached hereto as Exhibit "A" a true and correct copy of the Order. 3. Said Order of Court stated, "The Parties shall complete any additional written discovery and all depositions of parties or witnesses on or before August 31, 2009." 4. The Defendant scheduled and held six (6) depositions between August 26, 2009 and August 28, 2009. 5. On or about September 21, 2009, Plaintiff received a Notice of Deposition from the Defendant for another deposition scheduled for September 23, 2009. 6. The Honorable Judge Ebert has been the presiding Judge on this matter. 7. The Opposing Counsel does not concur with the Motion. 8. Plaintiff objects to the scheduling and attendance of another Deposition as the discovery deadline has passed. WHEREFORE, Plaintiff respectfully requests this Court prohibit any further discovery based on the April 30, 2009 Order of Court. Respectfully Submitted: lc, *A-, Date: September 22, 2009 Brian K. Zellner, Esquire Attorney ID. No. 59262 2608 North 3rd Street Harrisburg, PA 17110 EXHIBIT "A" SCOTT W. LONG Plaintiff V. NITTANY LINK, INC., Defendant IN THE COURT OF COMR7Ii PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 06-4720 CIVIL IN RE: SCHEDULING CONFERENCE ORDER OF COURT AND NOW, this 30th day of April, 2009, after conference with counsel the following schedule is hereby set for completion of discovery and trial of this matter: 1. August 31, 2009 - The parties shall complete any additional written discovery and all depositions of parties or witnesses on or before this date. 2. September 24, 2009 - All expert reports shall be filed with the opposing party on or before this date. 3. September 24, 2009 - Any and all dispositive motions shall be filed and the matters shall be set down for argument court on or before this date. 4. September 28, 2009 - This case shall be set down for trial during the November term of Civil Court on or before this date. 5. October 14, 2009 - All motions will be argued during the argument court set for this date. All parties shall file briefs in accordance with Cumberland County Local Rules of Court. 6. October 30, 2009 - All rebuttal expert reports shall be filed on or before this date. 7. November 16, 2009 - Jury trial of this case. Should any complex motions be filed which cannot be dealt with by the Court between the October 14, 2009 argument court date and the November 16, 2009 trial date, the case will be continued and listed for the Civil Trial term beginning February 1, 2010. 8. December 14, 2009 - Should the necessity arise to have the case continued to the February 2010 term of court this shall be the date to set the case down for trial for February 1, 2010. By the Court, N?? M. L. Ebert, Jr., J. Brian Zeliner, Esquire Michael A Hynum, Esquire Counsel for Plaintiff Edmund J. Berger, Esquire Counsel for Defendant bas LIT t,-. two Aw.'?I' Gaud J? CERTIFICATE OF SERVICE On this 22 rd day of September, 2009, I certify that a copy of the foregoing Plaintiff's Objection to Additional Discovery was served upon the following counsel for Defendant Nittany Link, Inc. by placing the same in the United States mail, first class, postage prepaid, addressed as follows: Edmund J. Berger, Esquire Berger Law Firm 2104 Market Street Camp Hill, PA 17011 Brian K. Zellner, Esquire Hynum Law 2608 North 3rd Street Harrisburg, PA 17110 2009 SEP 22 PH i2: 2 = IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant NITTANY LINK, INC. V. SCOTT W. LONG AND SWL CONSULTING SERVICES, LLC CIVIL ACTION -- LAW NO: 06-4720 CIVIL ACTION - LAW NO. 08-1323 NITTANY LINK'S ANSWER TO SCOTT LONG OBJECTION TO NITTANY LINK, INC.'S NOTICE OF DEPOSITION RE: PHIL PETRINA AND NOW comes Nittany Link, Inc., by and through its counsel, Berger Law Firm, P.C., and submits this Answer to "Plaintiffs Objections to Additional Discovery." Defendant, 'Nittany Link, Inc. (Plaintiff at Docket 08-1323) objects in the first instance that the "Objection" to Nittany Link, Inc.'s Notice of Deposition is not properly filed as an Objection to a Notice of Deposition. The rules clearly provide that a Motion for Protective Order should be filed in making a request to prevent a deposition from going forward. Pa.R.C.P. 4012. While it is acknowledged that the Court set forth a guideline for completion of discovery by August 31, 2009, Defendant, Nittany Link, through its counsel's office, had contacted counsel for Plaintiff, Scott Long and, because of the unavailability of the witness because of scheduled vacation, requested that a deposition of this witness be - 1 - scheduled at a later date. Scott Long's counsel indicated agreement to holding this deposition at a later date and Nittany Link's counsel scheduled it accordingly. Thus, although the Court had established a guideline for completing depositions, circumstances justified counsel extending the date for other purposes, and the deposition should be permitted to be held as agreed to by the parties. In response to the specific allegations in each paragraph, Defendant, Nittany Link, Inc. avers as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Plaintiff is without sufficient information to form a belief as to the date when Plaintiff received the Notice of Deposition. However, it is denied that there was any surprise associated with the Notice of Deposition as Nittany Link Inc.'s counsel had been, attempting to schedule the deposition for some time and had discussed the need for this deposition with Scott Long's counsel. Mr. Long's counsel indicated that he was amenable to holding the deposition beyond the August date for completion of depositions in light of the circumstances, i.e. witness unavailability. When the witness returned from vacation, the deposition was scheduled. 6. Admitted. 7. Opposing Counsel does not concur with this Motion -2- 8. Plaintiff, Scott Long's counsel should have raised his objection to opposing counsel when Defendant, Nittany Link's counsel was attempting to schedule this deposition. Plaintiffs counsel should be estopped from objecting to the scheduling of the deposition when he specifically agreed to allow scheduling of this deposition after August 31, 2009 and specifically agreed to the date of this deposition. September 22, 2009 BERGER LAw FIRM, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 E-Mail: tberger@bergerlawfirm.net -3- Respectfully submitted, CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing documents, Nittany Link's, Answer to Scott Long Objection to Nittany Link, Inc.'s Notice of Deposition Re: Phil Petrina upon the following persons and in the manner indicated. BY FACSIMILE AND FIRST CLASS MAIL Brian K. Zellner, Esquire Hynum Law 2608 North 3`d Street Harrisburg, PA 17110 Date: September 22, 2009 Berger Law Firm 2104 Market Street Camp Hill, PA 17011 t T 7 rr r-'t7n J ,''\,T,,,eIJ jiGp,T 2 0rin E.1- 23 PHI I: 31, 4t i r E PRAECIPE FOR LISTING CASE FOR TRIAL (Must be typewritten and submitted in triplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY Please list the following case: ?X for JURY trial at the next term of civil court. ? for trial without a jury. CAPTION OF CASE (entire caption must be stated in full) Scott W. Long (other) (Plaintiff) vs. Nittany Link, Inc. The trial list will be called on Oct. 20, 2009 and October 28, 2009 Trials commence on November 16, 2008 (Defendant) Pretrials will be held on October 28, 2009 vs. (Briefs are due S days before pretrials No. 2006-4720 Term Indicate the attorney who will try case for the party who files this praecipe: Brian K. Zellner, Esquire Indicate trial counsel for other parties if known: Edmund Berger, Esquire This case is ready for trial. Date: 9/2 Y/ 0 Signed: ?-, k "?W? Print Name: Brian K. Zellner Plaintiff, Scott W. Long Attorney for: (check one) ?X Civil Action - Law ? Appeal from arbitration CA /TL TH' 2033 SLEP 28 111 : 1, 0 $a5. cco Po A-nY CO 1497 e .131111 SCOTT W. LONG IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NITTANY LINK, INC., Defendant NO. 06-4720 CIVIL ORDER OF COURT AND NOW, this 30th day of September, 2009, the Court having been advised that the deposition of Phil Petrina has been completed, IT IS HEREBY ORDERED AND DIRECTED that the Plaintiff's Objection to Additional Discovery is deemed MOOT. Brian Zellner, Esquire ,Kichael A Hynum, Esquire Counsel for Plaintiff Xdmund J. Berger, Esquire Counsel for Defendant r bas J By the Court, FILED-Offer OF THE PROTHONOTARY 2009 SEP 30 AM 10, 1 tBEFii Col?+ti; FE"M*4, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff : CIVIL ACTION -- LAW V. NO: 06-4720 NITTANY LINK, INC., Defendant MOTION TO CONSOLIDATE AND NOW comes Defendant, Nittany Link, Inc. by its attorney, Edmund Berger, and files this Motion to Consolidate this action for purposes of trial with the action filed in this Court at Docket Number 08-1323, entitled Nittany Link, Inc. v. Scott Long and SWL Consulting, Inc. 1. The Plaintiff, Scott Long originally commenced the action at. Docket No. 06-4720 against the Defendant, Nittany Link, Inc. for damages resulting from an employment contract between the Plaintiff and the Defendant. 2. Nittany Link, Inc. subsequently filed a Complaint against Scott Long and SWL Consulting, Inc. alleging tortious interference with contractual relationships. 3. The instant action and the action filed at Docket Number 08-1323 arose from the same transaction or occurrence, and involve common questions of law and fact. 4. At a recent status conference, the Honorable Judge Ebert indicated that he would consolidate the cases, but has not yet done so. 5. The case at the instant docket has been listed for trial for the November 16, 2009 term. 6. Counsel for Scott W. Long has indicated that he does not oppose the consolidation of the actions. 7. Consolidation of the two actions would serve the interest of judicial economy, promote convenience, reduce the expense of litigation and avoid the possibility of inconsistent verdicts. WHEREFORE, Defendant Nittany Link, Inc. respectfully requests that this Honorable Court enter an Order consolidating this action with the action filed at Docket Number 08-1323 for purposes of trial. bmitted Edmund "Tad" Berger Berger Law Firm, P.C. 2104 Market Street Camp Hill, PA 17011 Phone: (717) 920-8900 Fax: (717) 920-8901 E-mail: tberger@bergerlawfirm.net 2 CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing documents, Motion to Consolidate, upon the following persons and in the manner indicated. BY FACSIMILE and FIRST CLASS MAIL Brian K. Zellner, Esquire Hynum Law 2608 North P Street Harrisburg, PA 17110 Date: October 19, 2009 Edmund 'E r Berger Law Fi m 2104 Market S reet Camp Hill, PA 17011 ;a1=. 2 if 9 0C, T 20 A "1 ': 2': oc? 2? zo09? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SCOTT W. LONG, Plaintiff V. NITTANY LINK, INC., Defendant CIVIL ACTION -- LAW NO: 06-4720 ORDER AND NOW, this 13tL day of ?e,4o?ae1' , 2009, upon consideration of Defendant's Motion, the cases filed under Docket No. 06-4720 and Docket No. 08- 1323 are now consolidated. BY THE COURT: UA\ i IV J. D' tribution: ./ and J. Berger, Esquire rian K. Zeilner, Esquire Id?a31? (David (D. Buell Prothonotary KirkS. Sohonage, ESQ Solicitor nF ?L? 1750 Renee X Simpson 1st loeputy Prothonotary Irene E. Morrow 2nd (deputy Prothonotary? Office of the (Prothonotary Cumberland County, 1Tennsykania 04 - 172jo_CIVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 30TH DAY OF OCTOBER, 2012, AFTER MAILING NOTICE OF INTENTION TO PROCEED AND RECEIVING NO RESPONSE -THE ABOVE CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA R. C. P. 230.2. BY THE COURT, DAVID D. BUELL PROTHONOTARY One Courthouse Square • Suite 100 9 Carfisle, PA 17013 0 (717 240-6195 • (Fa,? (717 240-6573