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HomeMy WebLinkAbout02-2611 BLM GROUP, INC. (PA) BLM GROUP, INC. (DE), BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., _ BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., and PETER I. BENTIVEGNA Plaintiffs BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane BrynMawr, PA 19010, DOUGLAS C. LINDSAY, 513 Spfingbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, ANTHONY J. MERLINO, 520 S. 22nd Street Philadelphia, PA 19146, and : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : . : : : :No. : : : : : : : : : CIVIL ACTION - LAW and ~Y . : : . : : BENTIVEGNA, LINDSAY, MARON, : MERLINO - ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, : Defendants : JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other fights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800) 990-9108 NOTICIA USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800) 990-9108 BLM GROUP, INC. (PA) : BLM GROUP, INC. (DE) : BLM ARCHITECTS, INC., : BLM ARCHITECTS, P.C., : BLM INTERIORS, INC. (PA), : BLM INTERIORS, INC. (DE), : BLM INTERNATIONAL, LTD., : BLM PROJECT MANAGEMENT, INC., : BLM DEVELOPERS, INC., PETER I. BENTIVEGNA Plaintiffs BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane Bryn Mawr, PA 19010, DOUGLAS C. LINDSAY, 513 Springbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, ANTHONY J. MERLINO, 520 S. 22na Street Philadelphia, PA 19146, and IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW and Et~UITY BENTIVEGNA, LINDSAY, MARON, : MERLINO - ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, : Defendants : JURY TRIAL DEMANDED COMPLAINT 1. Plaintiff BLM Group, Inc. (PA) is a Pennsylvania corporation with a registered address of 161 Rock Hill Road, Bala Cynwyd, Pennsylvania 19004. 2. Plaintiff BLM Group, Inc. (DE) is a Delaware corporation whose registered agent's address is c/o Barros, McNamara, Scanlon, Malkiewicz & Taylor, 2 West Loockerman Street, P.O. Box 1298, Dover, Delaware 19903. 3. PlaintiffBLM Architects, Inc. is a Pennsylvania corporation with a registered address of 161 Rock Hill Road, Bala Cynwyd, Pennsylvania 19004. 4. Plaintiff BLM Architects, P.C., is a New Jersey professional corporation whose registered agent's address is c/o Timothy J.P. Quinlan, 16 North Centre Street, 2nd Floor, Merchantville, New Jersey 08109. 5. Plaintiff BLM Interiors, Inc. (PA) is a Pennsylvania corporation with a registered address of 161 Rock Hill Road, Bala Cynwyd, Pennsylvania 19004. 6. PlaintiffBLM Interiors, Inc. (DE) is a Delaware corporation whose registered agent's address is c/o Barros, McNamara, Scanlon, Malkiewicz & Taylor, 2 West Loockerman Street, P.O. Box 1298, Dover, Delaware 19903. 7. Plaintiff BLM International, Ltd. is a Pennsylvania corporation with a registered address of 161 Rock Hill Road, Bala Cynwyd, Pennsylvania 19004. 8. PlaintiffBLM Project Management, Inc. is Pennsylvania corporation with a registered address of 161 Rock Hill Road, Bala Cynwyd, Pennsylvania 19004. 9. Plaintiff BLM Developers, Inc. is a Pennsylvania corporation with a registered address of 161 Rock Hill Road, Bala Cynwyd, Pennsylvania 19004. 10. The corporations referred to in paragraphs 1 through 9 are hereinafter collectively referred to as the "BLM Entities." 11. Plaintiff Peter I. Bentivegna is an adult individual who resides in Montgomery County, Pennsylvania. 12. Defendant BLM/CRA, Inc. ("BLM/CRA") is a Pennsylvania business corporation which maintains its registered address at E. Winding Hill Road, Mechanicsburg, Cumberland County, Pennsylvania. 13. Defendant Crabtree, Rohrbaugh & Associates, Inc. ("CRA") is a Pennsylvania business corporation which maintains its principal place of business in Cumberland County, Pennsylvania. 14. Defendant Thomas C. Crabtree is an adult individual who resides in Dover, York County, Pennsylvania and is an officer, director, and employee of CRA and a director of BLM/CRA. 15. Defendant G. Douglas Rohrbaugh is an adult individual who is an officer, director, and employee of CRA and a director of BLM/CRA. 16. Defendant Carl J. Davis is an adult individual who is an officer, director, and employee of CRA and an officer, director, and employee of BLM/CRA. 17. Defendant Patricia D. Maiick is an adult individual residing at 5061 Brittany Lane, Bryn Mawr, Pennsylvania 19010. 3 18. Defendant Douglas C. Lindsay is an adult individual residing at 513 Springbrook Lane, Wayne, Pennsylvania 19087. 19. Defendant Udo H. Maron is an adult individual residing at 401 Greyhorse Road, Willow Grove, Pennsylvania 19090. 20. Defendant Anthony J. Meflino is an adult individual residing at 520 S. 22na Street, Philadelphia, Pennsylvania 19146. 21. Defendant Bentivegna, Lindsay, Maron, Merlino - Architects ("Partnership") is a Pennsylvania general partnership against whom no claims are stated but which is a necessary party to this action as a party to the Asset Purchase Agreement referred to below. 22. Plaintiffs BLM Entities and Defendant Partnership provide design services, including architectural planning and interior design services. 23. That architectural business is operated in part by the Pennsylvania business corporation of Plaintiff BLM Group, Inc., which was incorporated in 1985 and of which Plaintiff Peter I. Bentivegna was an original incorporator. 24. Plaintiff BLM Group, Inc. (PA) has a number of related corporate entities because of the need to obtain licensing to practice architecture in other states and for other proper business reasons. 25. Plaintiff Bentivegna was at all times and continues to be a 56.126% partner in and Managing Partner of the Partnership and a 56.126% majority shareholder, President, and Chief Executive Officer of BLM Entities. 4 26. Mr. Bentivegna is a duly licensed architect who was a founder of an architectural business approximately eighteen years ago which does business in Pennsylvania and in many other states. 27. Defendants Malik, Lindsay, Maron, and Meflino are minority shareholders in Plaintiff BLM Entities and minority partners in Defendant Partnership. 28. In 2001, Plaintiff BLM Entities entered into negotiations with Defendant CRA for a merger or acquisition of Plaintiff BLM Entities as a result of a recommendation received by Plaintiff BLM Entities from a business broker. 29. As a result of those negotiations, an "Asset Purchase Agreement" ("APA") was entered into on October 29, 2001, to which the following were the parties: Plaintiffs BLM Entities and Bentivegna and Defendants BLM/CRA, Inc., Malick, Lindsay, Maron, Merlino, and Partnership were parties. A copy of the APA is attached hereto as Exhibit "A." 30. Under Paragraph 2.1 of the APA, the consideration paid for the acquisition by BLM/CRA of assets of BLM Entities was shares of stock in BLM/CRA and employment agreements for the minority shareholders of BLM Entities and for Mr. Bentivegna was thirty percent (30%) of the net profits of BLM/CRA for the period from November 1, 2001 through October 31, 2004 and a three year employment contract. 31. Plaintiff Bentivegna did, in fact, enter into a three year Employment Agreement with BLM/CRA ("Employment Agreement"), a copy of which is attached hereto as Exhibit "B." 32. Throughout the negotiations leading up to the APA and Employment Agreement, Defendants Crabtree, Rohrbaugh, and Davis represented the interests of CRA, BLM/CRA, and themselves as shareholders in both CRA and BLM/CRA. 5 33. Covenant 1.0 of the Employment Agreement specifically provides that Plaintiff Bentivegna will serve as President and Chief Executive Officer ("CEO") "with all normal and customary duties" during the first two years of his employment with BLM/CRA, a qualified successor to him would be identified, and an orderly transition would occur during the third year of his employment. 34. The provisions of Covenant 1.0 concerning PlaintiffBentivegna's offices and duties were material to both the APA and Employment Agreement because the consideration to him did not involve any immediate buy-out of him but primarily the percentage of profit over the three year period and because those provisions were a way of insuring that he could have a substantial effect upon and to some degree control of profitability during that period. 35. In addition, the provisions of Covenant 1.0 concerning PlaintiffBentivegna's offices and duties were material considerations for PlaintiffBLM Entities because it enabled them to ensure that all of its outstanding contractual obligations would be met and that they would not incur any additional liabilities as a result of the APA. 36. All of the Defendants were aware that those provisions of Covenant 1.0 were material to Plaintiffs BLM Entities and Bentivegna and that they would not have entered into the APA without such provisions. 37. All of the Defendants except for the Partnership represented to Plaintiffs BLM Entities and Bentivegna that Plaintiff Bentivegna would not only have the titles of President and CEO of BLM/CRA but would have all the nomml and customary duties and rights that accompany those titles throughout the first two years of his employment by BLM/CRA, and those Defendants made those representations to Plaintiff Bentivegna specifically for the purpose of inducing him into entering into the APA and Employment Agreement. 38. Plaintiffs BLM Entities and Bentivegna did, in fact, rely upon those representations concerning his duties and fights as President/CEO in entering into the APA and Employment Agreement. 39. Based upon information and belief, Plaintiffs allege that Defendants' representations concerning the duties and fights that PlalntiffBentivegna would have were false and fraudulent when made by Defendants in that they never intended to allow him to actually exercise such duties and rights. 40. At all times since the execution of the APA and Employment Agreement, Defendants with the exception of Defendant Partnership have, in fact, refused to allow Plaintiff Bentivegna to exercise the duties and fights which normally and customarily are those ora President/CEO by, inter alia: a.) refusing to allow him to supervise and direct the activities of other officers and employees of BLM/CRA; b.) refusing to provide him with information and details concerning the financial operations of BLM/CRA; c.) taking actions and failing to take actions contrary to his directions which created risk of his being personally liable therefor; and d.) the individual Defendants' refusals to comply with entirely proper directives and orders given to them. 41. Defendants Crabtree, Rohrbaugh, Davis, and Merlino, acting as Directors of BLM/CRA purported to hold a meeting of the Board of Directors on April 8, 2002, at which they adopted various resolutions which, inter alia, formally stripped PlaintiffBentivegna of all duties and rights normally accorded to a President/CEO and directed him to confine his efforts as an officer and employee to marketing BLM/CRA's services outside the company. 42. During the negotiations leading up to the execution of the APA, Defendants CRA, Crabtree, Rohrbaugh, and Davis represented that BLM/CRA would have no difficulty obtaining required licensing and registration in each of the states in which BLM Entities had been doing business and that they knew that was the case based upon the fact that Defendant Crabtree was licensed in more than thirty (30) states. 43. As part of those representations, Defendants CRA, Crabtree, Rohrbaugh, and Davis specifically represented that it would not be necessary for BLM/CRA to create related corporations, as BLM Entities had done, in order to become licensed and registered in other states and that, therefore, BLM/CRA would be able to expeditiously and promptly take over the business of BLM Entities, thereby allowing BLM Entities to liquidate and go out of business. 44. The aforesaid representations concerning licensing and registration were made by Defendants CRA, Crabtree, Rohrbaugh, and Davis in order to induce Plaintiffs BLM Entities and Bentivegna into entering into the APA. 45. Plaintiffs BLM Entities and Bentivegna did, in fact, rely upon the representations concerning licensing and registration in entering into the APA. 46. Defendants CRA, Crabtree, Rohrbaugh, and Davis' representations concerning the ease with which BLM/CRA could obtain required licensing and registration in other states were, in fact, false. 47. As of this date, BLM/CRA has still not been able to obtain licensing and registration in all of the states in which BLM Entities has done and is doing business, and BLM/CRA has been forced to create at least one related corporation in order to be licensed and registered to do business in one such state, New Jersey. 48. As a result of the falsity of the representation concerning the licensing and registration of BLM/CRA, Plaintiff BLM Entities has been forced to continue its business and has incurred expenses and liabilities. 49. During the negotiations leading up to the execution of the APA, all the Defendants with the exception of the Partnership represented that no significant changes would be made in the staffing and management of BLM Entities by BLM/CRA following BLM/CRA's purchase of BLM Entities's assets under the APA. 50. The representations that no changes would be made in the staffing and management were made to induce Plaintiffs BLM Entities and Bentivegna into entering into the APA, and they were induced to do so in part because of those representations. 51. Based upon information and belief, Plaintiffs aver that those representations were false when made because Defendants with the exception of the Partnership had already agreed to make substantial changes in staffing and management. 52. At the direction of Defendant BLM/CRA and at the requests of and with the knowledge of all Defendants except the Partnership, Plaintiffs BLM Entities and Bentivegna have 9 represented to their clients, subcontractors, consultants, and suppliers that no changes would be made in the staffing and management of BLM Entities as a result of BLM/CRA's purchase of BLM Entities's assets under the APA. 53. All of the Defendants except Defendants CRA and the Partnership have also represented to the clients, subcontractors, consultants, and suppliers of BLM Entities, through letters and other communications, that all the employees of BLM Entities became employees of Defendant BLM/CRA and that the management of BLM Entities would remain substantially unchanged, and they have continued to represent that those things occurred and remain true. 54. Those representations are false because not all the employees of BLM Entities are employees of Defendant BLM/CRA and the management of BLM Entities has been substantially and significantly changed; and, in fact, Plaintiff Bentivegna, who had been attempting to minimize his damages despite Defendant's numerous, material breaches of his Employment Agreement, was notified by BLM/CRA that his employment was terminated on May 24, 2002. 55. Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have consistently and routinely represented to Plaintiffs BLM Entities and Bentivegna since the execution of the APA that BLM Entities is nothing more than a conduit for funds and, in effect, a front for BLM/CRA in relation to all business formerly of BLM Entities until such time as BLM/CRA obtains required licensing and registration and until BLM/CRA obtains any necessary consents to assignments of contractual agreements with BLM Entities. 56. Based upon those representations, Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have made repeated, persistent, and vociferous demands that Plaintiffs BLM 10 Entities and Bentivegna pay various sums to and take various actions for the benefit of BLM/CRA in such a way as to constitute harassment and abuse of them. 57. Based upon those representations, Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have purported to issue "directives" and orders to Plaintiffs BLM Entities and Bentivegna to take various actions which would be inimical to their interests of BLM Entities and which would constitute violations of Plaintiff Bentivegna's fiduciary duties to BLM Entities while threatening to terminate his employment if he fails to follow such "directives" and orders. 58. Contrary to Defendants' representations concerning the relationship between BLM Entities and BLM/CRA, Paragraph 7.5 of the APA specifically provides that, until such time as consents to assignment of contracts are received from any entity with which BLM Entities has a contractual relationship that requires such consent, BLM/CRA is merely to function as a subcontractor of BLM Entities. 59. As part of Defendants' representations concerning the relationship between BLM Entities and BLM/CRA, Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Meflino have consistently and routinely represented to Plaintiffs BLM Entities and Bentivegna that all subcontractors, consultants, insurers, suppliers, and the landlord of BLM Entities have been and are continuing to be paid by Defendant BLM/CRA. 60. Those representations are false in that many of the subcontractors, consultants, insurers, suppliers, and the landlord of BLM Entities have not been paid by Defendant BLM/CRA. 61. Under the contractual agreements between Plaintiff BLM Entities and all of its clients, subcontractors, and consultants, no written assignments of those contracts is legally valid unless the client, subcontractor, or consultant consents in writing to the assignment. 11 62. Defendants with the exceptions of Defendants CRA and the Partnership have represented to clients, subcontractors, and consultants of BLM Entities that their contractual agreements with BLM Entities have been assigned and have not fully and properly info~tsled them that their written consent to any assignment is required and that they were entitled to refuse to give that consent if they so choose. Count I - - Plaintiffs vs. Ail Defendants Except Defendant Partnership Fraud 63. Paragraphs 1 through 62 above are incorporated herein by reference. 64. All Defendants except Defendant Partnership knowingly and wilfully made the aforesaid false representations to Plaintiffs BLM Entities and Bentivegnato induce them to enter into the APA and, in the case of Plaintiff Bentivegna, into the Employment Agreement. 65. The actions of all the Defendants except Defendant Partnership in making the aforesaid false representations to Plaintiff BLM Entities were intentional, willful, outrageous, and wanton. 66. Defendants' false and fraudulent representations induced Plaintiffs BLM Entities and Bentivegna into entering into the APA, and, therefore, their consents to those agreements are void ab initio. 67. Since Plaintiffs BLM Entities and Bentivegna were induced into entering into the APA by fraud, those agreements are vitiated and should, therefore, be rescinded. 68. As a result of the aforesaid fraud, PlaintiffBLM Entities has not been able to liquidate and go out of business. 12 69. As a result of the aforesaid fraud, Plaintiffs BLM Entities and Bentivegna have been and will continue to also suffer damages to their professional reputations and their relationships with clients, subcontractors, consultants, and suppliers. 70. Punitive damages should be imposed upon all of the Defendants, except Defendant Partnership, for their intentional, willful, outrageous, and wanton fraud upon Plaintiffs BLM Entities and Bentivegna. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter a judgment rescinding the APA and Employment Agreement and awarding damages against all Defendants except Defendant Partnership in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count II - - Plaintiffs BLM Entities vs. Defendants BLM/CRA, Malik, Landis, Maron, and Merlino Breach of Contract 71. Paragraphs 1 through 62 above are incorporated herein by reference. 72. Defendant BLM/CRA has materially breached the APA by failing to promptly obtain all required licensing, registration, and consents to assignments of contracts. 73. Defendant BLM/CRA has materially breached the APA because Plaintiff BLM Entities cannot liquidate and go out of business. 74. Defendants BLM/CRA, Malik, Landis, Maron, and Merlino have materially breached the APA by failing to allow, assist, and enable Plaintiff BLM Entities's President/CEO, Mr. Bentivegna, to exercise President/CEO. the rights and duties normally and customarily exercised by a 13 75. Defendants BLM/CRA and Merlino further materially breached the APA through the resolutions adopted on April 8, 2002. 76. Defendants' aforesaid actions with regard to the APA constitute breaches of contract even if they are not deemed to be material. 77. As a result of the aforesaid breaches of contract, Plaintiffs BLM Entities and Bentivegna have been and will continue to suffer damages because they will not receive the full benefits to which they are entitled under the APA. 78. As a result of the aforesaid breaches of contract, Plaintiff BLM Entities has been and will continue to also suffer damages because it has had to continue in business and has had to continue incurring expenses and liabilities, and those damages were entirely foreseeable by Defendants. 79. As a result of the aforesaid breaches of contract, Plaintiffs BLM Entities and Bentivegna have been suffering and will continue to suffer damages to their professional reputations and their relationships with clients, which damages were entirely foreseeable by BLM/CRA. WHEREFORE, PlaintiffBLM Entities respectfully requests that this Honorable Court award damages against Defendants BLM/CRA, Malik, Lindsay, Maron, and Merino in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. 14 Count III - - Plaintiffs vs. All Defendants Except Defendant Partnership Intentional Interference with Contractual Relations 80. Paragraphs 1 through 79 above are incorporated herein by reference. 81. All Defendants except Defendants BLM/CRA and the Partnership have intentionally interfered with the contractual agreements (i.e., the APA and Employment Agreement) between PlalntiffBentivegna and BLM/CRA through the aforesaid actions of preventing him from exercising the rights and duties noi-nxally and customarily exercised by a President/CEO and by failing to promptly obtain all required licensing, registration, and consents to assignments of contracts. 82. Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have intentionally interfered with the contractual relationship between Plaintiffs BLM Entities and Bentivegna through the aforesaid actions of directing and ordering Plaintiff Bentivegna to take actions which were inimical to the interests of Plaintiff BLM Entities and of misrepresenting the relationship between PlaintiffBLM Entities and Defendant BLM/CRA. 83. All of the Defendants except the Defendant Partnership have intentionally interfered with the contractual relationships between PlaintiffBLM Entities and its clients, subcontractors, and consultants by failing to promptly obtain all required licensing, registration, and consents to assignments of contracts and by making the misrepresentations to those clients, subcontractors, and consultants set forth above. 84. Defendants actions in engaging in the aforesaid interferences with Plaintiffs' contractual relations were intentional, willful, outrageous, and wanton. 15 85. As a result of the aforesaid interferences, Plaintiffs BLM Entities and Bentivegna have been and will continue to suffer damages because Plaintiff BLM Entities has had to continue in business and has had to continue incurring expenses and liabilities. 86. As a result of the aforesaid interferences, Plaintiffs BLM Entities and Bentivegna have been and will continue to also suffer damages because they will not receive the full benefits to which they are entitled under the APA. 87. As a result of the interferences, Plaintiffs BLM Entities and Bentivegna have been and will continue to also suffer damages to their professional reputations and their relationships with clients, subcontractors, consultants, and suppliers. 88. Punitive damages should be imposed upon all Defendants except the Defendant Partnership for their intentional, willful, outrageous, and wanton interferences with PlalntiffBLM Entities's contractual relations. WHEREFORE, Plaintiffs respectfully request that this Honorable Court award damages against all Defendants except Defendant Partnership in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count IV - - Plaintiffs vs. All Defendants Except Defendant Partnership Civil Conspiracy 89. Paragraphs 1 through 88 above are incorporated herein by reference. 90. The repeated and on-going breaches of contract, fraud, interferences with contractual relations, and intentional inflictions of emotional distress by all Defendants except the Defendant 16 Partnership were unlawful acts which were engaged in as a result of an active or tacit agreement by all Defendants, except the Defendant Partnership, or through concerted action. 91. The agreement of all Defendants except the Defendant Partnership and/or concerted action constituted a conspiracy to engage in those breaches, fraud, interferences, and intentional inflictions of distress which also constituted goals of that conspiracy. 92. Based upon information and belief, PlaintiffBLM Entities alleges that the agreement of all Defendants, except the Partnership, and/or concerted action also had as its purpose an intention to force Plaintiff Bentivegna to resign as President/CEO of Defendant BLM/CRA and/or Plaintiff BLM Entities. 93. The unlawful conspiracy of Defendants except the Defendant Partnership is intentional, willful, outrageous, and wanton. 94. As a result of the aforesaid conspiracy, Plaintiff BLM Entities has been and will continue to suffer damages because it will not receive the full benefits to which it was entitled under the APA. 95. As a result of the aforesaid conspiracy, Plaintiffs BLM Entities and Bentivegna have been and will cominue to also suffer damages because Plaintiff BLM Entities must continue in business and has had to continue incurring expenses and liabilities. 96. As a result of the aforesaid conspiracy, Plaintiffs BLM Entities and Bentivegna have been and will continue to also suffer damage to their professional reputations and their relationships with clients, subcontractors, consultants, and suppliers. 17 97. Punitive damages should be imposed upon all Defendants except Defendant Partnership for their intentional, willful, outrageous, and wanton conspiracy against Plaintiffs. WHEREFORE, Plaintiffs respectfully request that this Honorable Court award damages against all Defendants except Defendant Partnership in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count V - - Plaintiffs vs. All Defendants Except Defendant Partnership In Equity 98. Paragraphs 1 through 97 above are incorporated herein by reference. 99. Defendants have obtained confidential business information concerning BLM Entities as a result of their wrongful acts set forth above. 100. Defendants have taken and refused to return business records of the BLM Entities which are critical to its performance of its contractual duties with third parties and which are necessary for its operation. 101. Despite the contractual provision making BLM/CRA a subcontractor, Defendants have refused to supply the BLM Entities with critical infornmtion concerning matters, including, but not limited to, detailed time records of work done on various projects of the BLM Entities, copies of bills received from subcontractors, consultants, and suppliers of the BLM Entities, records of payments made by clients of the BLM Entities, and records of payments made to subcontractors, consultants, and suppliers of the BLM Entities. 102. Defendants' wrongful conduct alleged above has been on-going and is likely to be continued unless they are enjoined from continuing to engage in that wrongful conduct. 18 103. Defendants' wrongful conduct can be fully, fairly, and properly remedied only if equitable relief is granted to Plaintiffs. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an order: (a) rescinding the APA and the Employment Agreement; (b) rescinding any assignment of any of Plaintiff BLM Entities' contracts with any of its clients, subcontractors, consultants, and/or suppliers; (c) prohibiting Defendants from interfering in the contractual relations between Plaintiff BLM Entities and any of its clients, subcontractors, consultants, and/or suppliers; (d) requiring a full accounting by Defendant BLM/CRA of all payments received from and bills issued to and/or received from any of BLM Entities' clients, subcontractors, consultants, and/or suppliers; (e) requiring a full accounting by Defendant BLM/CRA of all work perfotxlaed for or with any of BLM Entities' clients, subcontractors, consultants, and/or suppliers; and (f) awarding such further relief as the Court deems appropriate. SHUMAKER WILLIAMS, P.C. Dated: ~-//~3~ By ~f~~ /~a~ace W. D~gue; I'.I~# 19715 6/ Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs :143259 19 Exhibit A ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of October 29, 2001 by and among BLM/CRA, Inc., a Pennsylvania corporation (the "Purchaser"); BLM Group, Inc., a corporation ("Group"), BLM Inte, riors, Inc., a corporation ("Interiors"), Bentivegna, Lindsay, Maron, Merlino-Architects, a partnership ("BLMM-A"), BLM Architects, Inc., a corporation ("Architects, Inc."), BLM Architects, P.C., a corporation ("Architects P.C."), BLM International, Ltd., a corporation ("International") BLM Project Management, Inc. ("Project Management") (Group, Interiors, BLMM-A, Architects, Inc., Architects P.C., International and Project Management are hereinafter referred to individually and collectively as "Seller"); and Peter I. Bentivegna, Anthony J. Merlino, Patricia D. Malick, Douglas C. Lindsay and Udo H. Maron, collectively the shareholders of the Seller (collectively, the "Owners" and individually, an "Owner"). Certain other capitalized terms used herein are defined in Article X and throughout this Agreement. RECITALS The Seller and Owner wish to sell, and Purchaser wishes to buy, the Purchased Assets (as hereinafter defined) constituting the Seller°s business of health care architecture and design (the "Business"), on the terms and subject to the conditions set forth in this Agreement. ' BLM Developers, Inc., an entity owned by BLM Group, Inc., is a party to this Agreement only for the purposes described in Sections 6.8 and 6.14 and its assets are not being sold hereby. TERMS OF AGREEMENT In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE OF ASSETS 1.1 Purchased Assets. The Seller agrees to and will at Closing (as defined in Section 3.1), sell, convey, transfer, assign and deliver to Purchaser at the Closing, on the terms and subject to the conditions set forth in this Agreement, all of its assets, properties and business of every kind and description, whether real, personal or mixed, tangible or intangible, wherever located (except those assets of the Seller which are specifically excluded as provided in Section 1.2 hereof) as shall exist on the Closing Date (as defined in Section 3.1), whether or not appearing on the Current Balance Sheet (as defined in Section 5.9) (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets shall include, but not be limited to, the following: (a) Tangible Personal Property. All equipment, supplies, leasehold improvements, raw materials, work in process, inventories, machinery, furniture and fixtures, computers, telephones, automobiles, vehicles and other fixed assets owned by particularly described on Schedule 1.1 (a) attached hereto; the Seller, as more (b) Customer Accounts. All of the Seller's contract and noncontract customer accounts, customer account contracts ("Customer Contracts"), and other rights to provide services to the customers of the Seller, as more particularly described on Schedule 1.1 (b) attached hereto; (c) Prepayments. Prepaid and deferred items of the Seller, including prepaid rentals, and unbilled charges and deposits but excluding prepaid taxes and utilities and excluding any lease security deposits prepaid by Seller; (d) Leasehold Interests. All of the interest of and the tights and benefits accruing to the Seller as lessee under the leases coveting the Leased Premises (as defined in Section 5.13) and any leases of machinery, vehicles, containers, equipment, tools, furniture and fixtures and · other fixed assets utilized in the Business; (e) Licenses and Pemfits. To the extent assignable, all permits, licenses, certificates of authority, franchises, accreditations, registrations and other authorizations issued 'or used in connection with the Business; (f) Books, Records and Other Assets. All operating data and records of the Seller, including without limitation, client lists and records, insurance policies, financial, accounting and credit records, correspondence, budgets and other similar documents and records, and all of the Seller's telephone and telecopier numbers, and post office boxes as such relate to the Business except that Seller shall retain ownership of f'mancial and accounting records relating to closed financial years and completed work on open projects but possession of records relating to completed work on open projects shall be held by Purchaser; (g) Intangible Rights. All of the Seller's intellectual property ("Intellectual Property"), including Seller's name, registered designs and applications therefor, copyrights and copyright applications, trademarks, service marks, trade dress; slogans and the like, and any applications therefor, inventions, confidential processes, methods, patterns, devices, trade secrets and other know how, computer software (including data, data bases and documentation), and any licenses, agreements or permissions in connection with any of the foregoing; notwithstanding the foregoing Purchaser acknowledges that BLM Developers, Inc. may have a co-ownership interest in such Intellectual Property and BLM Developers, Inc.'s interest therein is not being transferred hereby; (h) Insurance. All insurance, warranty and condemnation proceeds with respect to the Business or the Purchased Assets; (i) Contingent Rights. All other known and unknown, liquidated or unliquidated, contingent or fixed rights, choses in action or causes of action of every nature and kind which the Seller has or may have against any third party and all rights which the Seller may have to any other assets other than Excluded Assets (as hereinafter defined); and HBG\83492.8 _ (j) Goodwill. Any and ail goodwill related to the foregoing. 1.2 Excluded Assets. Notwithstanding anything to the contrary set forth in Section 1. I, the Purchased Assets shall exclude the following assets of the Seller: (i) the Purchase Price (as defined in Section 2.1 ) and other rights of the Seller under this Agreement; (ii) the shares of capitai stock of the Seller which are owned and held by the Seller as treasury shares; (iii) the corporate minute books and stock records of the Seller; (iv) all cash and cash equivalents and investments of the Seller; (v) all receivables of the Seller, including without limitation, all trade accounts receivable, notes receivable and amounts due from employees; (vi) any taxes or utilities prepaid by Seller or leasehold security deposits; (vii) Seller's patents; and (viii) those certain assets of the Seller described on Schedule 1.2 attached hereto. 1.3 Assignment of Contracts. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment of any claim, contract, license, franchise, lease, commitment, saies order, sales contract, supply contract, service agreement, purchase order or purchase commitment if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of Purchaser thereunder. If such consent is not obtained, or if any attempt at an assignment thereof would be ineffective or would affect the rights of the Seller thereunder so that Purchaser would not in fact receive all such rights, the Seller shall cooperate with Purchaser to the e~xtent necessary to provide for Purchaser the benefits under such claim, contract, license, franchise, lease, commitment, sales order, sales contract, supply contract, service agreement, purchase order or purchase commitment, including enforcement for the benefit of Purchaser of any and all rights of the Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise. ARTICLE II PURCHASE PRICE: ASSUMED LIABILITIES 2.1 Purchase Price. As consideration for the Purchased Assets and the Covenant not- to-compete in Section 6.8 herein, Purchaser agrees, on the terms and subject to the conditions and limitations set forth herein, to pay to the Seller $1,000 aiong with the book vaiue of any Purchased Assets that are acquired by the Seller in the ordinary course of business and in compliance with Article VI hereof between August 21, 2001 and the Closing Date, which shall be payable in cash at closing (the "Purchase Price"). In addition to the Purchase Price, the Owners shall receive the following: (i) Peter I. Bentivegna shall receive a payment equal to 30% of the Purchaser's EBIT (defined below) for each of the following periods: (a) the two month period comprised o£ November 1, 2001 to December 31, 2001; (b) calendar years 2002 and 2003; and (c) the ten month period from January 1, 2001 to October 31, 2004, to be paid within 90 days after the end of such periods; (ii) each of Anthony J. Merlino, Patricia D. Malick, Douglas C. Lindsay and Udo H. Maron (the "Continuing Shareholders") may purchase shares in the Purchaser as set forth in the Buy-Sell Agreement attached as Exhibit 2. l(ii) at a price of $0.10 per share; and (iii) Peter I. Bentivegna shall execute a three year employment agreement at $175,000 per year in the fo,, of Exhibit 2.1 (iii) - PIB and each of the Continuing Shareholders HBG\83492.8 shall execute a five year employment agreement at $112,000 per year each, in the form of Exhibit 2.1 (iii) ~ Others. 2.2 Assumed Liabilities. As of Closing, Purchaser shall assume and agree to pay, discharge and perform when lawfully due, all of the obligations, duties and liabilities of the Seller (the "Assumed Liabilities") with respect to the following: (a) all of the obligations and liabilities arising under or relating to the Customer Contracts occurring on and after the Closing Date; (b) all of the obligations and liabilities arising under those certain leases with respect to the Leased Premises and any leases of machinery, vehicles, equipment and other fixed assets acquired hereunder accruing on and after the Closing Date; and (c) charitable contributions, marketing and promotional obligations as specifically set forth on Schedule 2.2. 2.3 Excluded Liabilities. Except for the Assumed Liabilities, the parties expressly agree that Purchaser shall not assume or otherwise become liable for any other obligations or liabilities of the Seller (the "Excluded Liabilities"), including, without limitation, the following: (a) any liability or obligation of the Seller or any other person or entity, absolute or contingent, known or unknown, not expressly agreed to be assumed pursuant to the provisions of Section 2.2; (b) any liability or obligation of the Seller against which Purchaser is indemnified pursuant to Article IX hereof; (c) any liability or obligation relating to income, franchise, sales, use, payroll, property, unemployment or withholding taxes of the Seller, including any interest or penalties related thereto, and any taxes that may be payable as a result of the transaction contemplated hereby; (d) any liability or obligation relating to any default under any of the Assumed Liabilities to the extent such default existed prior to Closing; (e) any liability or obligation, whether in tort, contract or for violation of any law, statute, rule or regulation by the Seller, Owner or any officer, director, employee or agent of the Seller, that arises out of or results from any act, omission, occurrence or state of facts prior to the Closing; (f) any liability or obligation of the Seller with respect to or arising out of any employee benefit plan or any other plans or arrangements for the benefit of any employees of the Seller or any affiliated companies provided that Purchaser shall continue to honor said vacation, sick days or leave as set forth on Schedule 2.3(0 as follows: all accrued sick days and any vacation days accrued HBG\83492.8 between the Closing Date and December 31, 2001 will be honored by Purchaser at the expense of Purchaser and any vacation days used or accrued in excess of days earned between the Closing Date and December 31, 2001 shall be at the expense of Seller, which shall be reimbursed by Seller upon demand of Purchaser; and (g) any liability arising under any litigation currently pending against the Seller or Owner. 2.4 No Expansion of Third Party Rights. The assumption by Purchaser of the Assumed Liabilities, and the transfer thereof by the Seller, shall in no way expand the rights or remedies of any third party against Purchaser or the Seller as compared to the rights and remedies which such third party would have had against the Seller had Purchaser not assumed such liabilities. Without limiting the generality of the preceding sentence, the assumption by Purchaser of the Assumed Liabilities shall not create any third party beneficiary rights. 2.5 Allocation. The parties agree that the Purchase Price shall be allocated $500 for goodwill and $500 for the balance of the Purchased Assets. The parties agree that such allocation will be binding on both parties for federal income tax purposes in connection with this purchase and sale of the Purchased Assets, and will be consistently reflected by each parW. on their respective federal income tax returns. The parties agree to prepare and timely file all applicable Internal Revenue Service fom~s, including Form 8594 (Asset Acquisition Statement), and other governmental forms, to cooperate with each other in the preparation of such fom~s and to furnish each other with a copy of such forms prepared in draft, within a reasonable period prior to the filing due date thereof. 2.6 Scheduled Contracts. Purchaser shall assume and continue to perfmm under the contracts, projects and scope ("Scheduled Contracts") identified on Schedule 2.6. Purchaser shall pay to Seller all revenues received by Purchaser and attributable to these Scheduled Contracts for the period from Closing to December 30, 2001, less the value of Purchaser's professional services performed, calculated at the contract hourly rates.. ARTICLE III CLOSING 3.1 Time and Place. Subject to and after fulfillment or waiver of the conditions set forth in Article VII and Article VIII of this Agreement, the Closing of the purchase and sale of the Purchased Assets (the "Closing") shall take place at the offices of Seller on a date selected by Purchaser within five days following the fulfillment or waiver of such conditions, or such other time and place as the parties may otherwise agree (the "Closing Date"). 3.2 Procedure at the Closing. At the Closing, the parties agree that the following shall occur: HBG\83492.8 (a) The Seller and Owner shall have satisfied each of the conditions set forth in Article VII and shall deliver to Purchaser the documents, certificates, opinions, consents and letters required by Article VII. (b) Purchaser shall have satisfied each of the conditions set forth in Article VIII and shall deliver to the Seller and Owner the documents and certificates required by Article VIII. (c) The Seller and Owner shall deliver to Purchaser, or a direct or indirect wholly owned subsidiary of Purchaser, a Bill of Sale and Assignment in the form attached hereto as Exhibit 3.2, and such other deeds, bills of sale, endorsements, assignments, releases and other instruments, in such form as is satisfactory to Purchaser and as shall be sufficient to vest in Purchaser (or its assignee) good and marketable title to the Purchased Assets and shall deliver to Purchaser (or its assignee) immediate possession of the Purchased Assets. (d) Purchaser shall pay to the Seller the Purchase Price payable pursuant to Section 2.1. ARTICLE IV REPRESE1NTATIONS AND WARRANTIES OF PURCHASER As a material inducement to the Seller and Owners to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser makes the following representations and warranties: 4.1 Corporate Status. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania~ 4.2 Corporate Power and Authority. Purchaser has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Purchaser has taken all action necessary to authorize the execution and delivery of tiffs Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. 4.3 Enforceability. This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enfomeable against Purchaser in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enfomeability is considered in a proceeding at law or in equity. HBG\83492.8 -- 4.4 No Commissions. Purchaser has not incurred any obligation for any finder's or broker's or agent's fees or commissions or similar compensation in connection with the transactions contemplated hereby. 4.5 No Violation. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated by this Agreement will not (i) contravene any provision of the certificate of incorporation or bylaws of Purchaser, (ii) violate or conflict with any law, statute, ordinance, rule, regulations, decrees, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against Purchaser, (iii) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to texminate, amend, modify, abandon or accelerate, any material Contract which is applicable to, binding upon or enforceable against Purchaser, or (iv) require the consent, . approval, authorization or pemfit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER AND OWNER As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller and Owners jointly and severally make the following representations and warranties to Purchaser: 5.1 Corporate Status. The Seller is a corporation (or in the case of BLMM-A, a partnership) duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and ba~ the requisite power and authority to own or lease its properties and to can'y on its business as now being conducted. 5.2 Power and Authority. Each of the Sellers and Owners has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and Owners has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. 5.3 Enforceability. This Agreement has been duly executed and delivered by each of the Seller and Owners, and constitutes the legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The Seller is not insolvent and the sale of the Purchased Assets contemplated hereunder will not render the Seller insolvent. 5.4 Capitalization. Owners are the sole record and beneficial owners of all outstanding shares of capital stock of the Seller. HBG\83492.8 5.5 No Violation. The execution and delivery of this Agreement by the Seller and Owners, the performance by the Seller and Owners of their respective obligations hereunder and the consummation by the Seller and Owners of the transactions contemplated by this Agreement will not (i) contravene any provision of the articles of incorporation or bylaws of the Seller, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Seller, Owners or the Purchased Assets, (iii) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any Contract which is applicable to, binding upon or enforceable against the Seller, Owners or the Purchased Assets, (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Purchased Assets, (v) give to any individual or entity a right or claim against the Seller, Owners ir the Purchased Assets, or (vi) require the consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person. 5.6 Subsidiaries. The Seller does not own, directly or indirectly, any outstanding voting securities of or other interests in or controls, any other corporation, partnership, joint venture or other business entity except: (i) other entities identified as a Seller herein; (ii) BLM Developers, Inc., comprised of Pennsylvania and Delaware corporations; and (iii) dormant corporate entities listed on Schedule 5.6 which will be dissolved as soon as practical. 5.7 Commissions. Seller is responsible for payment of all fees due to the Geneva Companies in connection with this transaction. Other than the fees payable to the Geneva Companies by Seller, the Seller and Owners have not incurred any obligation for any finder's or broker's or agent's fees or commissions or similar compensation in connection with the transactions contemplated hereby. 5.8 Financial Statements. The Seller has delivered to Purchaser the financial statements of the Seller dated as 'of December 31, 2000, including the notes thereto, audited by Bardell, Weintraub P.C., and interim financial statements for the four month period ended April 22, 2001 (collectively, the "Financial Statements"), copies of which are attached to Schedule 5.8 hereto. The balance sheet dated as of April, 22, 2001 of the Seller included in the Financial Statements is referred to herein as the "Current Balance Sheet." The Financial Statements fairly present the financial position of the Seller at each of the balance sheet dates and the results of operations for the periods covered thereby, and have been prepared in accordance with GAAP consistently applied throughout the periods indicated. The books and records of the Seller fully and fairly reflect ail transactions, properties, assets and liabilities of the Seller. There are no extraordinary or materiai nonrecurring items of income or expense during the periods covered by the Financiai Statements and the baiance sheets included in the Financial Statements do not reflect any whte-up or revaluation increasing the book value of any assets, except as specifically disclosed in the notes thereto. The Financiai Statements reflect all adjustments necessary for a fair presentation of the financial information contained therein. 5.9 Changes Since the Current Balance Sheet Date Except as disclosed on Schedule 5.9, the date of the Current Baiance Sheet, the Seller has not (i) issued any capital stock HBG\83492.8 -- or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice; (v) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) or entered into any transaction or series of transactions out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely 'claim was filed; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights having a value in excess of $15,000 in the aggregate which may affect contracts after the Closing Date; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than · in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $5,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvi) delayed paying any accounts payable which is due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Business; or (xx) agreed to do or authorized any of the foregoing. 5.10 Liabilities of the Seller. The Seller does not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except (a) to the extent reflected or taken into account in the Current Balance Sheet and not heretofore paid or discharged, (b) to the extent specifically set forth in or incorporated by express reference in any of the Schedules attached hereto, (c) liabilities incurred in.the ordinary course of business consistent with past practice since the date of the Current Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infxingement or violation of law, or which arose out of any action, suit, claim, governmental investigation or arbitration proceeding), (d) nomxal accruals, reclassifications, and audit adjustments which would be reflected on an audited financial statement and which could not be material in the aggregate, and (e) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheet which were not recorded thereon. 5.11 Litigation. Except as set forth on Schedule 5.1 I, there is no claim, action, suit, or other legal or administrative proceeding or governmental investigation pending, threatened, anticipated or contemplated against, by or affecting any of the Seller, Owner or the Purchased Assets, or which question the validity or enforceability of this Agreement or the transactions contemplated hereby, and there is no basis for any of the foregoing. There are no outstanding orders, decrees, stipulations or agreements issued to any Governmental Authority in any preceding or agreed to by the Seller or Owner to which the Seller or Owner are or were a party which have not been complied with in full or which continue to impose any mater/al obligations on the Seller or Owner or which may have a Material Adverse Effect on the Seller, Owner or the Purchased Assets. HBG\83492.8 5.12 Environmental Matters. (a) The Seller is and has at all times been in full compliance with all Environmental Laws (as defined in clause (h) below) governing the Business and the Purchased Assets, including, without limitation: (i) all requirements relating to the Discharge (as defined in clause (h) below) and Handling (as defined in clause (h) below) of Hazardous Substances (as defined in clause (h) below) or other Waste (as defined in clause (h) below); (ii) all requirements relating to notice, record keeping and reporting; (iii) all requirements relating to obtaining and maintaining Licenses (as defined in clause (h) below) for the ownership of its properties and assets and the operation of ils business as presently conducted, including Licenses relating to the Handling and Discharge of Hazardous Substances and other Waste; and (iv) alt applicable writs, orders, judgments, injunctions, governmental communications, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws. (b) There are no (and there is no basis for any) noncompliance orders, warning letters, notices of violation (collectively, "Notices"), claims, suits, actions, judgments, penalties, fines, or administrative or judicial investigations or proceedings (collectively, "Proceedings") pending or threatened against or involving the Seller, or its business, operations, properties, or assets, issued by any Governmental Authority or third party with respect to any Environmental Laws or Licenses issued to the Seller thereunder in connection with, related to or arising out of the ownership by the Seller of the Purchased Assets or the operation of the Business, which have not been resolved to the satisfaction of the issuing Governmental Authority or third party in a manner that would not impose any obligation, burden or continuing liability on Purchaser in the event that the transactions contemplated by this Agreement are consummated, or which could have a Material Adverse ,Effect on the Seller, including, without limitation: (i) Notices or Proceedings related to the Seller being a potentially responsible party for a federal or state environmental cleanup site or for corrective action under any applicable Environmental Laws; (ii) Notices or Proceedings in connection with any federal or state environmental cleanup site, or in connection with any real property or premises where the Seller has transported, transferred or disposed of other Waste; (iii) Notices or Proceedings relating to the Seller being responsible to undertake any response or remedial actions or cleanup actions of any k/nd; or (iv) Notices or Proceedings related to the Seller being liable under any Environmental Laws for personal injury, property damage, natural resource damage, or clean up obligations. (c) The Seller has not Handled or Discharged, nor has it allowed or arranged for any third party to Handle or Discharge, Hazardous Substances or other Waste to, at or upon: (i) any location other than a site lawfully permitted to receive such Hazardous Substances or other Waste; (ii) any real property currently or previously owned or leased by the Seller; or (iii) any site which, pursuant to any Environmental Laws, (x) has been placed on the National HBG\83492.8 Priorities List or its state equivalent; or (y) the Environmental Protection Agency or the relevant state agency or other Governmental Authority has notified the Seller that such Governmental Authority has proposed or is proposing to place on the National Priorities List or its state equivalent. There has not occurred, nor is there presently occurring, a Discharge, or threatened Discharge, of any Hazardous Substance on, into or beneath the surface of, or adjacent to, any real property currently or previously owned or leased by the Seller in an amount requiring a notice or report to be made to a Governmental Authority or in violation of any applicable Environmental Laws. (d) Schedule 5.12 identifies the operations and activities, and locations thereof, which have been conducted or are being conducted by the Seller on any real property currently or previously owned or leased by the Seller which have involved the Handling or Discharge of Hazardous Substances. (e) [Intentionally Deleted]. (f) The Seller does not use, nor has it used, any Aboveground Storage Tanks (as defined in clause (h) below) or Underground Storage Tanks (as defined in clause (h) below), and there are not now nor have there ever been any Underground Storage Tanks beneath any real property currently or previously owned or leased by the Seller that are required to be registered under applicable Environmental Laws. (g) Schedule 5.12 identifies (i) all environmental audits, assessments or occupational health studies undertaken by the Seller or its agents or, to the knowledge of the Seller, undertaken by any Governmental Authority, or any third party, relating to or affecting the Seller or any real property currently or previously owned or leased by the Seller; (ii) the results of any ground, water, soil, air or asbestos moni.toring undertaken by the Seller or its agents or, to the knowledge of the Seller, undertaken by any Governmental Authority or any third party, relating to or affecting the Seller or any real property currently or previously owned or leased by the Seller which indicate the presence of Hazardous Substances at levels requiring a notice or report to be made to a Governmental Authority or in violation of any applicable Environmental Laws; (iii) all material written communications between the Seller and any Governmental Authority arising under or related to Environmental Laws; and (iv) all outstanding citations issued under OSHA, or similar state or local statutes, laws, ordinances, codes, rules, regulations, orders, rulings, or decrees, relating to or affecting either the Seller or any real property currently or previously owned or leased by the Seller. (h) For purposes of this Section 5.12, the following terms shall have the meanings ascribed to them below: "Aboveground Storage Tank" shall have the meaning ascribed to such term in Section 6901 et seq., as amended, of HBG\83492.g RCRA, or any applicable state or local statute, law, ordinance, code, rule, regulation, order ruling, or decree governing Aboveground Storage Tanks. "Discharge" means any manner of spilling, leaking, dumping, discharging, releasing or emitting, as any of such terms may further be defined in any Environmental Law, into any medium including, without limitation, grotmd water, surface water, soil or air. "Environmental Laws" means all federal, state, regional or local statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings, and changes or ordinances or judicial or administrative interpretations thereof, or similar laws of foreign jurisdictions where the Seller conducts business, whether currently in existence or hereafter enacted or promulgated, any of which govern (or purport to govern) or relate to pollution, protection of the environment, public health and safety, air emissions, water discharges, ha?~rdous or toxic substances, solid or hazardous waste or occupational health and safety, as any of these terms are or may be defined in such statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings and changes or ordinances, or judicial or administrative interpretations thereof, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C. {}9601, et seq. (collectively "CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and subsequent Ha?ardous and Solid Waste Amendments of !984, 42 U.S.C. {}6901 et seq. (collectively "RCRA"); the Ha?ardous Materials Transportation Act, as amended, 49 U.S.C. {}1801, et seq.: the Clean Water Act, as amended, 33 U.S.C. {}1311, B seq.: the Clean Air Act, as amended (42 U.S.C. {}74017642); the Toxic Substances Control Act, as amended, 15 U.S.C. {}2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act as amended, 7 U.S.C. {}136136y ("FIFKA"); the Emergency Planning and Community Right to Know Act of 1986 as amended, 42 U.S.C. {}11001, et seq. (Title III of SARA) ("EPCRA"); and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. {}651, et seq. ("OSHA"). "Handle" means any manner of generating, accumulating, storing, treating, disposing of, transporting, transferring, labeling, handling, manufacturing or using, as any of such terms may further be defined in any Environmental Law, of any Hazardous Substances or Waste. HBG\83492.8 "Hazardous Substances" shall be construed broadly to include any toxic or hazardous substance, material, or waste, and any other contaminant, pollutant or constituent thereof, whether liquid, solid, semisolid, sludge and/or gaseous, including without limitation, chemicals, compounds, byproducts, pesticides, asbestos containing materials, petroleum or petroleum products, and polychlorinated biphenyls, the presence of which requires investigation or remediation under any Environmental Laws or which are or become regulated, listed or controlled by, under or pursuant to any Environmental Laws, including, without limitation, RCRA, CERCLA, the Ha?ardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, FIFRA, EPCRA and OSHA, or any similar state statute, or any furore amendments to, or regulations implementing such statutes, laws, ordinances, codes, roles, regulations, orders, rulings, or decrees, or which has been or shall be detemfined or interpreted at any time by any Governmental Authority to be a hazardous or toxic substance regulated under any other statute, law, regulation, order, code, rule, order, or decree. "Licenses" means all licenses, certificates, permits, approvals and registrations. "Underground Storage Tank" shall have the meaning ascribed to such term in Section 6901 et seq., as amended, of RCRA, or any applicable state or local statute, law, ordinance, code, nde, regulation, order ruling, or decree governing Underground Storage Tanks. "Waste" shall be construed broadly to include agricultural wastes, biomedical wastes, biological wastes, bulky wastes, construction and demolition debris, garbage, household wastes, industrial solid wastes, liquid wastes, recyclable materials, sludge, solid wastes, special wastes, used oils, white goods, and yard trash as those terms are defined under any applicable Environmental Laws. 5.13 Real Property Leases. Schedule 5.13 sets forth a list of all leases, licenses or similar agreements ("Leases") with respect to the Business to which the Seller is a party (copies of which have previously been furnished to Purchaser), in each case, setting forth (a) the lessor and lessee thereof and the date and term of each of the Leases, (b) the legal description, including street address, of each property covered thereby, and (c) a brief description (including size and function) of the principal improvements and buildings thereon (the "Leased Premises"), all of which are within the property setback and building lines of the respective property. The Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. HBG\83492.8 There is no breach or anticipated breach by any other party to such Leases. With respect to each such Leased Premises: (i) the Seller has valid leasehold interests in the Leased Premises, free and clear of any Liens, covenants and easements or title defects of any nature whatsoever; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Seller are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Seller's current and reasonably anticipated normal business activities as conducted thereat; (iii) each of the Leased Premises (a) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Seller's business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and (iv) the Seller has not received notice of (a)any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises, and no such special assessment is contemplated by any Governmental Authority. 5.14 Good Title Adequacy and Condition, The Seller has, and at Closing will have, good and marketable title to the Purchased Assets with full power to sell, transfer and assign the same flee and clear of any Lien, and by delivery of the Bill of Sale and Assignment as contemplated by Section 3.2, the Seller will deliver to Purchaser title to such Purchased Assets free and clear of any Lien. Each of the Seller and Owner covenants and agrees that it will warrant and defend the title to the property hereby sold to Purchaser, its successors and assigns, against the lawful claims, demands and charges of all Persons whomsoever. The Purchased Assets constitute, in the aggregate, all of the assets and properties necessary for the conduct of the Business in the manner in which and to the extent to which such Business are currently being conducted. The Purchased Assets shall be transferred "as-is, where is" and without warranty. 5.15 Compliance with Laws. The Seller is and has been in compliance with all laws, regulations and orders applicable to it, its business and operations (as conducted by it now and in the past), the. Purchased Assets, the Leased Premises and any other properties and assets (in each case owned or used by it now or in the past). The Seller has not been cited, fined or otherwise notified of any asserted past or present failure to comply with any laws, regulations or orders and no proceeding with respect to any such violation is pending or threatened. Neither the Seller nor any of its employees or agents, has made any payment of funds in connection with the Business which is prohibited by law, and no funds have been set aside to be used in connection with the Business for any payment prohibited by law. Neither the Seller nor Owner is subject to any Contract, decree or injunction in which the Seller is a party which restricts the continued operation of the Business or the expansion thereof to other geographical areas, customers or suppliers, or to other lines of business. 5.16 Labor and Employment Matters. Schedule 5.16 sets forth the name, address, social security number and current rate of compensation of each of the employees of the Seller. The Seller is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and there has been no effort by any labor union during the 24 months prior to the date hereof to organize any employees of the Seller into one or more collective bargaining units. There is no pending or threatened labor dispute, strike or work HBG\83492.8 _ stoppage which affects or which may affect the Business. Neither the Seller nor any agent, representative or employee thereof has since the date of incorporation of the Seller committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the knowledge of the Seller or Owner, threatened charge or complaint against the Seller by or with the National Labor Relations Board or any representative thereof. The Seller is not aware that any key employee or group of employees has any plans to terminate his or their employment with the Seller. The Seller is not a party or subject to any employment agreements, non-competition agreements, or consulting agreements. The Seller has complied with all applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, and Americans with Disabilities Act, each as amended. 5.17 Employee Benefit Plans. (a) Employee Benefit Plans. Schedule 5.17 contains a list setting forth each employee benefit plan or arrangement of the Seller, including but not limited to employee welfare benefit plans, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, whether or not described in Section 3(3) of ERISA, in which employees, their spouses or dependents, of the Seller participate ("Employee Benefit Plans") (true and accurate copies of which, together with the most recent annual reports on Fo~m 5500 and summary plan descriptions with respect thereto, if applicable, were furnished to Purchaser). With respect to each Employee Benefit Plan (i) each has been administered in all material respects in compliance with its terms and with all applicable laws, including, but not limited to, ERISA and the Code; (ii) no actions, suits, claims or disputes are pending, or threatened; (iii) no audits, inquiries, reviews, proceedings, claims or demands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, action, suit, audit, review, or other proceeding; (v) all material reports, rems, and similar documents required to be filed with any governmental agency or distributed to any plan participant have been duly or timely filed or distributed; and (vi) no "prohibited transaction" has occurred within the meaning of the applicable provisions of ERISA or the Code. (b) Welfare Plans. (i) Except as maybe required by applicable law, the Seller is not obligated under any employee welfare benefit plan as described in Section 3(1) of ERISA ("Welfare Plan") to provide medical or death benefits with respect to any employee or former employee of the Seller or its predecessors after termination of employment; (ii) the Seller has complied with the notice and continuation coverage requirements of Section 4980B of the Code and the regulations thereunder with respect to each Welfare Plan that is, or was during any taxable year for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code; and (iii) there are no reserves, assets, surplus or prepaid premiums under any Welfare Plan which is an HBG\83492.8 -- Employee Benefit Plan. Except as set forth on Schedule 5.17, the consummation of the transactions contemplated by this Agreement will not entitle any individual to severance pay, and, will not accelerate the time of payment or vesting, or increase the amount of compensation, due to any individual. (c) Other Liabilities. (i) None of the Employee Benefit Plans obligates the Seller to pay separation, severance, termination or similar benefits solely as a result of any transaction contemplated by this Agreement; (ii) all required or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements, or accruals for all periods ending prior to or as of the Closing Date shall have been made or properly accrued on the Current Balance Sheet or will be properly accrued on the books and records of the Seller as of the Closing Date; and (iii) none of the Employee Benefit Plans has any unfunded liabilities which axe not reflected on the Current Balance Sheet or the books and records of the Seller. 5.18 Tax Matters. All Tax Returns required to be filed prior to the date hereof with respect to the Seller or its income, properties, franchises or operations have been timely filed, each such Tax Remm has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable .by or with respect to the Seller have been paid or are accrued on the Current Balance Sheet or will be accrued on the Seller's books and records as of the Closing. Except as set forth in Schedule 5.18 hereto: (i) with respect to each taxable period of the Seller, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each sUCh taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Seller; (iii) the Seller has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Seller has not requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or threatened against or with respect to the Seller regarding Taxes; (vi) the Seller has not made an election or filed a consent under Section 341(0 of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Closing; (vii) there are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Seller; (viii) the Seller will not be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Closing, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Closing or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing; (ix) the Seller has not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Seller is not a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) no taxing authority will claim or assess any additional Taxes against the Seller for any period for which HBG\83492.8 Tax Returns have been filed; (xii) the Seller has not made any payments, and none of them is or will become obligated (under any contract entered into on or before the Closing) to make any payments, that will be nondeductible under Section 280G of the Code (or any corresponding provision of state, local or foreign law); (xiii) the Seller has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (or any corresponding provision of state, local or foreign law) during the applicable period specified in Section 897(c)(I)(a)(ii) of the Code (or any corresponding provision of state, local or foreign law); (xiv) no claim has ever been made by a taxing authority in a jurisdiction where the Seller does not file Tax Returns that the Seller is or may be subject to Taxes assessed by such jurisdiction; (xv) the Seller has no pem~anent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all income and sales Tax Returns filed by or with respect to the Seller for the past three years have been furnished or made available to Purchaser;.-(xvii) the Seller will not be subject to any Taxes for the period ending at the Closing for any period for which a Tax Remm has not been filed imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); and (xviii) no sales or use tax (other than sales tax on aimraft, boats, mobile homes and motor vehicles), nonrecurring intangibles tax, documentary stamp tax or other excise tax (or comparable tax imposed by any governmental entity) will be payable by the Seller or Purchaser by virtue of the transactions contemplated in this Agreement. 5.19 Insurance. The Seller is covered by valid, outstanding and enforceable policies of insurance issued to it covering its properties, assets and business against risks of the nature normally insured against by corporations in the same or similar lines of business and in coverage amounts typically and reasonably carried by such corporations, including an errors and omissions liability policy (the "Insurance Policies"). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. The Seller has complied with the provisions of such Insurance Policies. The Seller has not failed to give, in a timely manner, any notice required under any of the Insurance Policies to preserve its rights thereunder. Through the Closing Date, each of the Insurance Policies will be in full force and effect. A copy of Seller's most recent application/disclosure schedule for its errors and omissions policy is attached as Schedule 5.19 along with disclosure of any claims of which Seller is aware that is not included on such application/disclosure schedule. 5.20 Licenses and Permits. The Seller possesses all licenses and required governmental or official approvals, permits or authorizations (collectively, the "Pemfits") for its business and operations, and Schedule 5.20 sets forth a true, complete and accurate list of all such Permits. All such Permits are valid and in full force and effect, the Seller is in compliance in all material respects with their requirements, and no proceeding is pending or threatened to revoke or amend any of them. 5,21 Contracts. Schedule 5.21 sets forth a list of each Contract to which the Seller is a party or by which it or its properties and assets are bound and which is material to its business, assets, properties or prospects (the "Material Contracts"), true, correct and complete copies of which have been provided to Purchaser. Schedule 5.21 shall also indicate the parties' understanding as to the percentage of completion as of the Closing Date for any continuing contracts to be assumed by Purchaser. The copy Of each Material Contract furnished to HBG\83492.8 Purchaser is a true and complete copy of the document it purports to represent and reflects all amendments thereto made through the date of this Agreement. The Seller has not violated any of the material te,ms or conditions of any Material Contract or any term or condition which would permit termination or material modification of any Material Contract, all of the covenants to be performed by any other party thereto, to the knowledge of the Seller and Owner, have been fully performed, and there are no claims for breach or indemnification or notice of default or termination under any Material Contract. No event has occurred which constitutes, or after notice or the passage of time, or both, would constitute, a material default by the Seller under any Material Contract, and no such event has occurred which constitutes or would constitute a material default by any other party. The Seller is not subject to any liability or payment resulting from renegotiation of amounts paid under any Material Contract. As used in this Section 5.21, Material Contracts shall include, without limitation, formal or informal, written or oral, in ~ach case which is material to the Seller's business, assets, properties or prospects, (a) loan agreements, indentures, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements, equipment financing obligations or guaranties, or other sources of contingent liability in respect of any indebtedness or obligations to any other Person, or letters of intent or commitment letters with respect to same; Co) contracts obligating the Seller to provide products or services for a period of one year or more, excluding standard collection contracts entered into in the ordinary course of its business without material modification from the preprinted forms used by the Seller in the ordinary course of business, copies of which have been supplied to Purchaser; (c) leases of real property and leases of personal property not cancelable without penalty on notice of sixty (60) days or less; (d) distribution, sales agency or fi'anchise or similar agreements, or agreements providing for an independent contractor's services, or letters of intent with respect to same; (e) employment agreements, management service agreements, consulting agreements, confidentiality agreements, noncompetition agreements, employee handbooks, policy statements and any other agreements relating to any employee, officer or director of the Seller; (f) licenses, assignments or transfers of trademarks, trade names, service marks, patents, copyrights, trade secrets or know how, or other agreements regarding proprietary rights or intellectual property; (g) any contract relating to pending capital expenditures by ~the Seller; (h) any noncompetition agreements restricting the Seller in any manner; and (i) other material Contracts or understandings, irrespective of subject matter and whether or not in writing, not entered into in the ordinary course of business by the Seller and not otherwise disclosed on the Schedules. 5.22 Accuracy of Information Furnished. To the best of Seller's knowledge after diligent investigation, no representation, statement or information contained in this Agreement (including, without limitation, the various Schedules attached hereto) or any agreement executed in connection herewith or in any certificate delivered pursuant hereto or thereto, contains or shall contain any untrue statement of a material fact or omits or shall omit any material fact necessary to make the infommtion contained therein not misleading. Each of the Seller and Owner has provided Purchaser with tree, accurate and complete copies of all documents listed or described in the various Schedules attached hereto. 5.23 Customer Lists and Recurring Revenue. All of the customers listed on the customer lists attached hereto as Schedule 1.1Co) are subject to valid and enforceable Customer Contracts. True, correct and complete copies of such contracts (to the extent they exist in writing) have been furnished by the Seller to Purchaser. The Seller has not violated any of the HBG\83492.8 material terms or conditions of any of the Customer Contracts, and all of the covenants to be performed by any other party thereto have been fully performed and there are no claims for breach or indemnification or notice of default or termination thereunder. Schedule 5.23 lists all customers of the Seller that account for more than 1% of the Seller's annual revenue. Schedule 5.24 also lists all contracts accounted for on a percentage of completion basis identifying the total revenue expected over the life of the contract, the amount of revenue recognized as of closing, and the total revenue remaining to be recognized (the "Ongoing Contract Projection"). 5.24 Business Locations. As of the date hereof, the Seller has no office or place of business other than as identified on Schedule 5.13 and the Seller's principal place of business and chief executive offices are indicated on Schedule 5.13. Ail locations where the equipment, inventory, chattel paper and books and records of the Seller are located as of the date hereof are fully identified on Schedule 5.13. 5.25 [Intentionally Deleted] 5.26 Intellectual Property. Not including co-ownership rights that may belong to BLM Developers, Inc.: (a) Set forth on Schedule 5.26 hereto is a list of all of the following Intellectual Property of the Seller: (i) trademarks and service marks; (ii) registered or material copyrights; (iii) computer software; and (iv) licenses of rights in or to any proprietary rights, whether to or from the Seller. (b) Except as set forth on Schedule 5.26, the Seller owns and possesses, and at and as of the Closing the Purchaser will own and possess all right, title and interest in and to the Intellectual Property of the Business, or have the right to use (puts-ant to a valid license, agreement or permission granted by a third party) such Intellectual Property. The Intellectual Property will be owned or available for use by the Purchaser from and after the Closing Date, on terms and conditions identical to the terms and conditions available to the Seller prior to the Closing Date. The Seller has not in the conduct of the Business, interfered with, infringed upon, misappropriated, violated or othenvise come into conflict with any Intellectual property right or rights of third parties. The Seller has not agreed to indemnify any third party for or against any actual or potential infringement, misappropriation, violation or other interference with respect to any of the Intellectual Property. Furthermore, and without limiting the generality of the foregoing: (i) no third party has contested the validity, enforceability, use or ownership of any of the Intellectual Property; (ii) no third party has claimed that the use by the Seller of any Intellectual Property has or will interfere with, infringe upon, misappropriate, violate or otherwise come into conflict with any right of any third party; and (iii) to the knowledge of the Seller, no third party has or will interfere with, infringe upon, misappropriate, violate or other-,vise come into conflict with any of the Intellectual Property. (c) The loss or expiration of any Intellectual Property or group of related Intellectual Property (other than related to offthe shelf sof~ware) may have HBG\83492.8 an adverse effect on the conduct of the Business but no such loss is threatened, pending or reasonably foreseeable. (d) Notwithstanding anything contained in this Agreement to the contrary, the transactions contemplated by this Agreement shall have no material adverse affect on any of the Intellectual Property other than the loss of rights to off the shelf software. ARTICLE VI CERTAIN AGREEMENTS AND COVENANTS OF THE PARTIES 6.1 Conduct of Business by the Seller Pending the Closing. The Seller and Owners, jointly and severally, covenant and agree that, between the date of this Agreement and the Closing Date, the Business shall be conducted only in, and the Seller shall not take any action · with respect to the Business except in, the ordinary course of business consistent with past practice. The Seller shall use its reasonable best efforts to preserve the Business intact, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations in connection with the Business. 6.2 Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby and to satisfy the conditions set forth in Articles VII and VIII. Owners shall cause the Seller to comply with all of the covenants of the Seller under this Agreement. Each of the parties agrees to cooperate with the others in the preparation and filing of all forms, notifications, reports and information, if any, required or reasonably deemed advisable purs-a_nt to any law, rule or regulation, and to use their respective best efforts to agree jointly on a method to overcome, any objections by any Governmental Authority to any such transactions. The parties also agree to use best efforts to defend all lawsuits or other legal proceedings challenging this Agre~nlent or the consummation of the transactions contemplated hereby and to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. 6.3 Access to Information. (a) Access by Purchaser. From the date hereof to the Closing Date, the Seller shall (and shall cause its directors, officers, employees, auditors, counsel and agents) to afford Purchaser and Purchaser's officers, employees, auditors, counsel and agents reasonable access at all reasonable times to its properties, offices, and other facilities, to its officers and employees and to all books and records, and shall furnish such i~ersons with all financial, operating and other data and information as may be requested. No information provided to or obtained by Purchaser shall affect any representation or warranty in this Agreement. HBG\83492.8 (b) Access by Seller. After the Closing Date, the Purchaser shall afford Seller and Seller's officers reasonable access at reasonable times, upon two days' prior notice, to books and records relating to Seller's activities prior to the Closing Date for the purpose of preparing tax returns and defending claims. In addition, prior to destroying books and records dating before the Closing Date, Purchaser shall give Seller a reasonable opportunity to take possession of such records. 6.4 Notification of Certain Matters. The Seller and Owners shall give prompt notice to Purchaser of the occurrence or nonoccurrence of any event which would likely cause any representation or warranty contained herein to be untrue or inaccurate, or any covenant, condition, or agreement contained herein not to be complied with or satisfied. 6.5 Confidentiality; Publicity. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, · employees, agents and representatives shall disclose to any third party this Agreement or the subject matter or terms hereof without the prior consent of the other parties hereto. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party hereto without the prior approval of the other parties, except that Purchaser or O,amers may make such public disclosure which it believes in good faith to be required by law or by the terms of any listing agreement with a securities exchange (in which case Purchaser or Owners, as the case may be, will consult with the other prior to making such disclosure). 6.6 No Other Discussions. The Seller, Owners and their respective Affiliates, employees, agents and representatives will not (i) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale or other disposition of any substantial part of the assets, business or properties of the Seller (whether by merger, consolidation, sale of stock or otherwise), or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. The Seller will immediately notify Purchaser if any third party attempts to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions. 6.7 Due Diligence Review and Environmental Assessment. Purchaser shall be entitled to conduct prior to Closing a due diligence review of the assets, properties, books and records of the Seller and an environmental assessment of the Leased Premises (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing and review of pertinent records, documents, and licenses of the Seller. Owners and the Seller shall provide Purchaser or its designated agents or consultants with the access to such property which Purchaser, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental contamination which requires remediation or further evaluation under the environmental, health and safety laws or if the results of the Environmental Assessment or due diligence review are otherwise not satisfactory to Purchaser in its sole discretion, then Purchaser may elect not to close the transactions contemplated by this Agreement in which case this Agreement shall be terminated and the HBG\83492.8 parties shall be released from any and all obligations hereunder. Purchaser's failure or decision not to conduct any such Environmental Assessment shall not affect any representation or warranty of the Seller or Owners under this Agreement. 6.8 Covenant not to Compete. The Seller jointly and severally agree that until dissolved pursuant to Section 6.14 or as permitted by their Employment Agreements (which provide for a sharing of work), the Seller and Owners shall not, directly or indirectly: (a) alone or as a partner, joint venture, officer, director, employee, consultant, agent, independent contractor, or security holder, of any Person, engage in any business activity in the Commonwealth of Pennsylvania, which is directly or indirectly in competition with the Business; provided, however, that the beneficial Ownership of less than five percent (5%) of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange shall not be deemed, in and of itself, to violate the prohibitions of this Section; (b)(i) induce any customer acquired hereunder or any other customer of Purchaser or any of its subsidiaries to patronize any business which is directly or indirectly in competition with the Business; (ii) canvass, solicit or accept for or on behalf of any such competitive business any customer of Purchaser or any of its subsidiaries; or (iii) request or advise any customer of Purchaser or any of its subsidiaries to withdraw, curtail or cancel any such customer's business with Purchaser or any of its subsidiaries or their successors; (c) employ any person who was employed by Purchaser or any subsidia.D, of Purchaser, within six months prior to the date being employed by the Seller or Owners, or in any manner seek to induce any employee of Purchaser or any of its subsidiaries to leave his or her employment; and (d) except as permitted by the. terms of this Agreement, in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights, or records acquired by Purchaser hereunder, including, but not limited to, any customer lists. The Seller and Owners agree and acknowledge that the restrictions contained in this Section are reasonable in scope and duration, and are necessary to protect Purchaser. The Seller and Owners agree and acknowledge that any breach of this Section will cause irreparable injury to Purchaser and upon any breach or threatened breach of any provision of this Section, Purchaser shall be entitled to injunctive relief, specific perfommnce or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which Purchaser may have as a result of such breach, including the right to seek monetary damages. Seller and Purchaser also acknowledge that Peter I. Bentivegna and the other Owners may continue the business of BLM Developers, Inc. Mr. Bentivegna and the other Owners hereby covenant that BLM Developers shall comply with the foregoing Section 6.8 covenant not to compete. Purchaser agrees that BLM Developers may engage professionals in the Business to provide services to BLM Developers provided Purchaser is given a reasonable opportunity to HBG\83492.8 win such engagement and provided that BLM Developers shall select Purchaser for the provision of services to the extent Purchaser's competence, capabilities and pricing is comparable to any other entity seeking the same engagement. BLM Developers may perform design/build services but may not be used for the provision of architectural services only. In addition, after termination of Mr. Bentivegna's employment with the Purchaser, Mr. Bentivegna may perform architectural services for BLM Developers and BLM Developers may engage in design/build (but not design-only) projects provided Purchaser participates in such projects as described in Peter I. Bentivegna's employment agreement with Purchaser. 6.9 Contracts. Except as set forth in Section 7.5, prior to Closing, (i) the Seller shall not terminate or otherwise modify or amend any of its Contracts with respect to any of the Business, (ii) the Seller shall further obtain any and all consents arid approvals necessary as a result of the transactions contemplated hereby and to keep such Contracts in full force and effect; and (iii) the Seller shall assist Purchaser in documenting the percentage completion as of the · Closing Date of any ongoing contracts assigned to Purchaser. 6.10 Receivables. At or prior to the Closing Date, the Seller shall deliver to Purchaser a true, complete and correct list of all receivables to be retained by Seller. For a period of one calendar year after the Closing, the Purchaser shall cooperate with Seller to collect such receivables for the benefit of Seller. The Purchaser hereby agrees and acknowledges thag any and all payments in respect of such receivables that are received by the Purchaser after Closing shall be held in trust for the benefit of Seller and delivered to Seller as soon as practicable. 6.11 Execution of Further Documents. From and after the Closing, upon the reasonable request of Purchaser, the Seller shall execute, acknowledge and deliver all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney and assurance as may be required or appropriate to convey and transfer to and vest in Purchaser and protect its right, title and interest in all of the Purchased Assets and to carry out the transactions contemplated by this Agreement. 6.12 Employees of the Seller. The Seller and Owners shall utilize best efforts to assist Purchaser in engaging such of the employees of the Seller as are employed on the Closing Date whom Purchaser desires to engage after the Closing Date. With respect to any employees of the Seller so employed by Purchaser, the Seller and Owners will terminate and cancel, upon request of Purchaser, any noncompetition and/or confidentiality agreements applicable to such employees. In addition, with respect to any applicable employees of the Seller not employed by Purchaser as provided hereunder, the Seller and Owners shall assign for the benefit of Purchaser any noncompetition and/or confidentiality agreements applicable to such employees. 6.13 Reimbursement of Insurance Costs. Purchaser shall reimburse Seller for the reasonable costs of errors and omissions tail insurance for the five year period following Closing, which shall be a deduction against EBIT in calculating amounts duc to Peter I. Bentivcgna under Section 2.1 (i). 6.14 Dissolution of Seller. At Closing, Seller and BLM Developers shall deliver to Purchaser a Consent to Use Name form. Seller may retain its corporate and trade names for the purpose of winding up its affairs as long as Seller does not operate any business and Seller's HBG~83492.8 continued use of such names does not cause confusion in Purchaser's markets. After termination of Peter I. Bentivegna's employment with Purchaser, BLM Developers may continue to use its corporate name as long as such continued use, in Purchaser's reasonable discretion, creates no market confusion. If Purchaser detemdnes such confusion exists, BLM Developers, Inc. shall, upon the request of Purchaser, change its name to eliminate such confusion. After Closing, Seller shall pay all of its vendors timely and shall make all reasonable efforts to effectuate a dissolution within twelve months. Seller acknowledges that failure to pay vendors timely may damage the value of the assets purchased hereunder. Purchaser may, but shall not be obligated to, upon ten days' advance written notice, pay vendors for service performed for Seller prior to Closing for the account of Seller and deduct such amounts from any amounts due from Purchaser to Owners hereunder unless, prior to the expiration of the ten day period, Seller demonstrates to Purchaser's reasonable satisfaction that a bona fide dispute exists with such vendor such that nonpayment will not materially adversely affect Purchaser. ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF PURCHASER The obligations of Purchaser to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part by Purchaser: 7.1 Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Seller and Owners contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically pemdtted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Seller and Owners shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Each of the Seller and Owners shall have delivered to Purchaser a certificate, dated as of the Closing Date, duly signed by their respective Presidents, certifying that such representations and warranties are tree and correct and that all such obligations have been complied with and performed. 7.2 No Material Adverse Change or Destruction of Property. Between the date hereof and the Closing Date, (i) there shall have been no Material Adverse Change in the Purchased Assets or the Business, (ii) there shall have been no adverse federal, state or local legislative or regulatory change affecting in any material respect the services, products or business of the Seller, and (iii) none of the Purchased Assets shall have been damaged by fire, flood, casualty, act of God or the public enemy or other cause (regardless of insurance coverage for such damage), and there shall have been delivered to Purchaser a certificate to that effect, dated the Closing Date and signed by or on behalf of the Seller and Owners. 7.3 Corporate Certificate. Seller shall have delivered to Purchaser (i) copies of its articles of incorporation and bylaws as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by its Board of Directors authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing issued by the Secretary of State of HBG\83492.8 Pennsylvania as of a date not more than ten days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by the Secretary of the Seller and Owners as being hue, correct and complete. 7.4 Delivery of Purchased Assets. At Closing, the Seller shall duly execute and deliver to Purchaser or its assignee a Bill of Sale and Assignment in the form attached hereto as Exhibit A, and such other instruments of transfer of title as are necessary to transfer to Purchaser or its assignee good and marketable title to the Purchased Assets and shall deliver to Purchaser or its assignee immediate possession of the Purchased Assets. 7.5 Consents. The Seller shall have received consents to the transactions contemplated hereby and waivers of rights to terminate or modify any material fights or obligations of the Seller from any person from whom such consent or waiver is required under any Contract to which the Seller, Owners or the Purchased Assets are bound (including the Customer Contracts) prior to the Closing Date, or who, as a result of the transactions contemplated hereby, would have such rights to terminate or modify such contracts, either by the terms thereof or as a matter of law. Notwithstanding the foregoing, Seller and Purchaser agree that it would be impractical to obtain consents for assignment of professional services contracts prior to the Closing Date. Such consents shall be obtained as soon as practical after closing. In the event that a consent for assignment is not timely obtained, the Sellers will continue to be the contracting party but shall subcontract out to Purchaser all of the work and assign to Purchaser ail of the revenue received in connection with that work. 7.6 No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby. 7.7 Due Diligence Review. Purchaser shall have completed its due diligence review of the Seller, the Purchased Assets, the Owned Properties, the Leased Premises and the Business pursuant to Sections 6.3 and 6.7., and shall be satisfied with the results of such review and assessment. 7.8 Board Approval. The Board of Directors of Purchaser shall have authorized and approved this Agreement and the transactions contemplated hereby. 7.9 Opinion of Counsel. Counsel for Seller shall have delivered to Purchaser an opinion substantially in the form of Exhibit 7.9 hereto. HBG\83492.8 ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF THE SELLER AND OWNERS The obligations of the Seller and Owners to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part by the Seller and Owners: 8.1 Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically pemxitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain tree and correct as of such date. Purchaser shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Seller a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are tree and correct, and that all such obligations have been performed and complied with, in all material respects. 8.2 Purchase Price. At the Closing, Purchaser shall have delivered to Seller $I,000, the parties hereto shall have executed the Buy-Sell Agreement and the Owners shall have executed their Employment Agreements. 8.3 No Order or Injunction. There shall not be pending by or before any court or other governmental body an order or injunction restraining or prohibiting the transactions contemplated hereby. 8.4 Financing. At the Closing, Purchaser shall provide Seller with evidence of financing available for continued operation of the Seller's assets by the Purchaser in the form of bank financing amounting to, at least, One Million Two Hundred Thousand Dollars. ARTICLE IX SURVIVAL OF REPRESENTATIONS AND WARRANTIES 9.1 Survival of Representations and Warranties. Each of the representations and warranties in this Agreement or made pursuant hereto shall survive the Closing of the transactions contemplated hereby. Notwithstanding any knowledge of facts determined or detemlinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. HBG\83492.8 ARTICLE X DEFINITIONS 10.1 Defined Terms. As used herein, the following terms shall have the following meanings: "Affiliate" shall have the meaning ascribed to it in Rule 1262 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof. "Code" means the Intemal Revenue Code of 1986, as amended. "Contract" means any agreement, contract, lease, note, mortgage, indenture, loan agreement, franchise agreement, covenant, employment agreement, license, instrument, purchase and sales order, undertaking, commitment, obligation whether written or oral, express or implied. "EBIT" means net income on a cash basis calculated before any deduction for interest or taxes, but less any reimbursements for insurance costs by Purchaser to Seller pursuant to Section 6.13. In calculating Purchaser's EBIT, corporate services provided by affiliates of Purchaser which are necessary and appropriate for operation of Purchaser, shall be billed at that affiliate's standard hourly rates as shown on Schedule 10.1. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "GAAP" means generally accepted accounting principles in effect in the United States of America from time to time. "Governmental Authority" means any nation or government, any state, regional, local or other political subdivision thereof, and any entity or official exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, but not limited to, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or comparable law or any jurisdiction in connection with such mortgage, pledge, security interest, encumbrance, lien or charge). "Material Adverse Change (or Effect)" means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects. HBG\83492.8 Date: "Person" means an individual, partnership, corporation, business trust, joint stock Seller, estate, mast, unincorporated association, joint venture, Governmental Authority or other entity, of whatever nature. "SEC" or "Commission" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Tax Rem" means any tax return, filing or information statement required to be filed in connection with or with respect to any Taxes; and "Taxes" means all taxes, fees or other assessments, including, but not limited to, income, excise, property, sales, fi'anchise, intangible, withholding, social security and unemployment taxes imposed by any federal, state, local or foreign governmental agency, and any interest or penalties related thereto. 10.2 Other Definitional Provisions. (a) All terms defined in this Agreement shall have the defined meanings when used in any certificates, reports or other documents made or delivered pursuant hereto or thereto, unless the context otherwise requires. Co) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. (c) All matters of an accounting nature in connection with this Agreement and the transactions contemplated hereby shall be determined in accordance with GAAP applied on a basis consistent with prior periods, where applicable. (d) As used herein, the neuter gender shall also denote the masculine and feminine, and the masculine gender shall also denote the neuter and feminine, where the context so permits. ARTICLE XI TERMINATION 11.1 Termination. This Agreement may be terminated at any time prior to the Closing (a) by mutual written consent of all of the parties hereto at any time prior to the Closing; or HBG\83492.8 (b) by Purchaser in the event of a material breach by the Seller or Owners of any provision of this Agreement; (c) by the Seller in the event of a material breach by Purchaser of any provision of this Agreement; or (d) by Purchaser or the Seller if the Closing shall not have occurred by November 4, 2001. 11.2 Effect of Termination. Except for the provisions of Article IX hereof, which shall survive any temfination of this Agreement, in the event of termination of this Agreement pursuant to Section 11.1, this Agreement shall forthwith become void and of no further force and effect, and the parties hereto shall be released from any and all obligations hereunder; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. ARTICLE XII GENERAL PROVISIONS 12.1 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage prepaid), g-asanteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage prepaid) or guaranteed overnight delivery, to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such party shall designate in writing to the other party): (a) if to Purchaser: BLM/CRA, Inc. 401 East Winding Hill Road Mechanicsburg, PA 17055 Telecopy: 717458-0047 with a copy to: Shaun R. Eisenhauer, Esquire Duane, Morris & Heckscher LLP 305 North Front Street P.O. Box 1003 Harrisburg, PA 17108-1003 Telecopy: 717-232-4015 HBG\83492.8 (b) if to the Seller or Owner: Mr. Peter I. Bentivegna 161 Rock Hill Road Bala Cynwyd, PA 19004 with a copy to: Bongiovanni & Berger The North American Building Suite 1700 121 South Broad Street Philadelphia, PA 19107 Attention: Joseph Bongiovanni Telecopy: 215-790-0032 Notice shall be deemed given on the date sent if sent by overnight delivery or facsimile transmission and on the date delivered (or the date of refusal of delivery) if sent by certified or registered mail. 12.2 Entire Agreement. This Agreement (including the Exhibits and Schedules attached hereto) and other documents delivered at the Closing pursnant hereto, contains the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter. The Exhibits and Schedules constitute a part hereof as though set forth in full above. 12.3 Expenses. Except as otherwise provided herein, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. The Seller hereby agrees to pay any and all sales and use taxes which may become due and owing as a result of the completion of the transactions contemplated hereby. 12.4 Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied firom any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other. HBG\83492.8 12.5 Binding Effect; Assignment. The fights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Nothing expressed or implied herein shall be construed to give any other person any legal or equitable rights hereunder. Except as expressly provided herein, the rights and obligations of this Agreement may not be assigned by the Seller or Owners without the prior written consent of Purchaser. 12.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. 12.7 Interpretation. When a reference is made in tl~s Agreement to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. The headings contained herein and on the schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or the schedules. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." Time shall be of the essence in this Agreement. 12.8 Governing Law; Severability. This Agreement shall be construed in accord.~ce with and governed for all purposes by the laws of the Commonwealth of Permsylvania applicable to contracts executed and to be wholly perfoLmed within such State. If any word, phrase, sentence, clause, section, subsection or provision of this Agreement as applied to an party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of any other word, phrase, sentence, clause, section, subsection or provision of this Agreement. If any provision of this Agreement, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in,its reduced fotx~, such provision shall then be enforceable and shall be enforced. 12.9 Arm's Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (t') this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel. HBG\83492.8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. PURCHASER - Carl ~avis~ Trea~er~ ia D. M~ick Udo H. ~faron' HBG\83492.8 SELLER ~"~ Peter I. Bentivegna / President "BLM Interiors, Inc. · i. ,.' ~ Patricia D.....~lick Bentive~nd, say, Ma~6n? IvJ~ino-~ArchRects Peter I. Bentivegna M~g~g~l V~er Peter I~enti~a Presi~~ ' Peter I. Bentiv~na Presi~ emit, e.. lino Presid~ H~BG\83492.8 BLM Developers, Inc. hereby joins this Agreement for the purposes of Section 6.8 and 6.14. The assets of BLM Developers, Inc. are not being sold hereby and BLM Developers is not bound for any other purpose. By:~~ - Peter I. Bentivegna/ President HBG'~83492.8 Exhibit B Exhibit 2.1 (iii) - PIB EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is made and entered into this __ day of November, 2001, by and between BLM/CRA Group, a Pennsylvania corporation (the "Company"), and Peter I. Bentivegna, an individual residing in ("Employee"). Recitals 1.0 BLM Group, Inc., a Pennsylvania corporation ("Seller"), and the shareholders of the Company have entered into an Agreement dated October ,2001 (the "Purchase Agreement"), pursuant to which the Company is purcl'ms_ ing substantially all of the assets of Seller. It is a condition to the Company's obligation under the Purchase Agreement that Employee enter into this Agreement with the Company. 2.0 Employee has acted as one of the principal operating officers of the Seller and possesses intimate knowledge and expertise about all aspects of the business and operations of the Seller. Employee has developed valuable and long-standing relationships with customers and suppliers of the Seller. 3.0 The Company desires to enter into an employment agreement with Employee in order to assure access to his unique expertise and experience, and Employee is willing to enter into such an employment agreement, all on the temps and subject to the conditions hereinafter set forth. Covenan~ NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties agree as follows: 1.0 The Company hereby agrees to employ Employee, and Employee hereby accepts employment from the Company, for a period of three years, commencing on the date hereof and te~xdnating on November, 2004. During the first full two years of employment, En~loyees shall serve as President and Chief Executive Officer with all normal and customary duties and as the Board of Directors of the Company shall provide. It is anticipated that the Company will identify a qualified successor and plan an orderly transition whereby during the third year of Employee's employment hereunder, the duties, responsibilities and titles of President and Chief Executive Officer shall devolve to said successor. Compm:y or such persons as the Company may designate. Employee represents and warrants to the Company that he is free to enter into and fully perform this Agreement. 2.0 Subject to time Employee may devote to BLM Developers, Inc. which shall be secondary to Seller, Employee shall devote his full time and best efforts to the fulfillment of his employment duties w/th Seller hereunder as directed by the Board of Directors of the Company, to whom Employee shall report. Other than a reasonable amount of time devoted to BLM HBGX83492.3 Developers, or a de minimis amount of time devoted to Aurora Enterprises, Employee shall not, during the term of this Agreement, engage in any other business activity without the prior written consent of the Company. However, nothing in this paragraph shall preclude Employee fi.om devoting time to passive investments not related to services performed on behalf of the Company. 3.0 Employee shall be paid a salaxy at the rate of One Hundred and Seventy-Five Thousand Dollars ($175,000) per year during the term of this Agreement, payable in substantially equal periodic installments, for all services rendered by the Employee under this Agreement. Such salary shall be subject to periodic merit increases as may be detemfined by the Company acting in its sole discretion in accordance with the Company's standard salary review policies in effect fi.om time to time, and shall be prorated with respect to any month during which the Employee is employed by the Company for less than a full month. 4.0 The Company shall provide Employee with such fringe benefits including · participation in employee benefit plans, as are provided to other employees of the Company, all according to the Company's policies as in effect from time to time. In addition, the Company shall pay or reimburse Employee for all reasonable business expenses, including travel expenses, actually incurred or paid by him in the performance of services pursuant to this Agreement. Such expenses shall be supported by statements, vouchers or such other information as may be requested by the Company. The fringe benefits available to Employee at the commencement'of this Agreement shall be the same as those fringe benefits available to Employee from Seller but the level of fringe benefits may change from time to time as detemfined by the Company. 5.0 5.0.1 Employee acknowledges that his services are special and unique, and of an unusual and extraordinary character which gives them peculiar value, the loss of which cannot adequately be compensated in damages. Employee further acknowledges that in his employment he will be making use of, acquiring and adding to confidential information relating to the business, processes, apparatus, products, marketing methods, customer lists, trade secrets and the like, of the Company, the Seller and their Affiliates (as hereinafter de£med) (the "Confidential Information"). The parties recognize that the Confidential Information, whether or not developed by Employee, is the exclusive property of the Company. Therefore, Employee agrees that neither he nor any of his Affiliates will, except for the sole benefit of or with the written consent of the Company: (a) during or at any time after the temt of his employment, use or disclose any of the Confidential Information to any person, firm or corporation for any purpose whatsoever for so long as and to the extent that such information has not become generally known to or available for use by the public other than by any act or omission of Employee; or HBG\83492.3 -- (b) use any corporate or trade name or trademark of the Company, or any of its Affiliates for any purpose whatsoever provided that, as long as Company determines in its reasonable discretion that no market confusion exists, BLM Developers, Inc. may continue to use its current corporate name; or (c) during the term of his employment or within two years thereafter, in any geographical area in which duties have at any time been assigned to him during the term of his e~loyment, engage (as an individual or as a stockholder, trustee, partner, financier, agent, employee or representative of any person, firm, corporation or association), or have any interest, direct or indirect, in any business in competition with the business of Employer; provided that this Section 5.0.1 (c) shall not prevent the Employee from acquiring and holding not to exceed 2% of the outstanding shares of stock of any corporation which engages in such a .competitive business if such shares are listed on a national securities exchange or traded in the over-the-counter market. For purposes of this subsection only, the business of Employer shall be defined as provision of architectural and eng~nzer;~ng services to the healthcare industry or other industries in which Employer is actively doing business at the time of Employee's teimination. 5.0.2 Employee further agrees that neither he nor any of his Affiliates will, except for the sole benefit of or with the written consent of the Company: (a) induce any customer of the Company or the Seller on the date hereof to patronize any business similar to any of those described in Section 5.0.1.3; (b) canvass, solicit or accept from any customer of the Company or the Seller on the date hereof any business s'unilar to any of those described in Section 5.0.1.3; (c) request or advise any individual or company which is a customer of the Company or the Seller on the date hereof to withdraw, curtail or cancel any such customer's business with the Company. 5.0.3 As used in this Agreement, the term "Affiliate" means, with respect to a specified person, any other person which directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. 5.0.4 If any provision of this Section 5, as applied to any party or to any circumstances, is adjudged by a court to be invalid or unenforceable, the same HBGX83,*92.3 will in no way affect any other provision of this Section or any other part of this Agreement, the application of such provision in any other circumqtances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination will have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable and will be enforced. Upon breach of any provision of this Section 5, the Company will be entitled to injunctive relief; since the remedy at law would be inadequate and insufficient. In addition, the Company will be entitled to such damages as it can show it has sustained by reason of such breach. 5.0.5 Company and Employee also acknowledge that Employee will continue the business of BLM Developers, Inc. Employee hereby covenants that BLM Developers shall comply with the foregoing Section 5.0 through 5.04. Company agrees that BLM Developers may engage professionals in the Business to provide services to BLM Developers provided Company is given a reasonable opportunity to win such engagement and provided that BLM Developers shall select Company for the provision of services to the extent Company's competence, capabilities, timeliness and pricing is comparable to any other entity seeking the same engagement. Similarly, Company agrees to give BLM Developers with any design/build work it encounters. 5.0.6 Notwithstanding anything to the contrary in the foregoing provisions, for two years after employment Employee may, alone and not in conjunction with any of the other Owners, as defined in the Purchase Agreement, solicit and perform coml,-eting architectural services for clients of the Company for particular projects as long as Company may, at its election, perform 50% of such services and if such election is made by the Company, the Company receives 50% of the revenues for such service. 5.07 Emlaloyee agrees that if at any time Company determines, in the reasonable exercise of its discretion, that the name BLM Developers, Inc. is causing market confusion, Employee shall use his best efforts to change the name of BLM Developers, Inc. 5.08 Notwithstanding anything to the contrary contained herein, in the event Employee's employment by Company te~inates for any reason, that ~v~e: ,':~t z~m~ete ................. ofEmv.vj~, ~nd BLM Developers may engage in design/build services for any client, and Employee may provide professional services to BLM Developers. 6.0 Employee's employment hereunder will terminate automatically (i) upon Employee's death or (ii) upon Employee's becoming physically or mentally disabled, whether totally or partially, so that he is prevented from perfo~'afing the duties assigned to him pursuant to this Agreement at the time of the disability for a period of six consecutive months or for shorter periods resulting fi.om the same disability aggregating six months in any twelve-month period. HBGX83492.3 7.0 The Company may terminate Employee's employment under this Agreement for "cause". Termination for "cause" means re,co, nation by the Company because of Employee's gross negligence, dishonesty, willful breach of this Agreement, or violation of any reasonable rule or regulation of the Company or any of its Affiliates, the violation of which results in significant damage to the Company or any of its Affiliates and with respect to which, except in the case of dishonesty, Employee fails to make reasonable efforts to correct in a reasonable time after written notice of such violation. Cause shall be determined solely by the Company in its good faith judgment. In the event the Company terminates Employee's employment under this Agreement without cause, the provisions of Section 5 shall not apply. 8.0 Upon termination of this Agreement, Employee shall not be entitled to any further compensation. 9.0 The provisions of Section 5 shall survive any termination of this Agreement unless the Company terminates Employee's employment without cause. 10.0 The waiver by the Company of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee. 11.0 Any notice, request, infoxmation or other document to be given hereunder shall be in writing. Any notice, request, information or other document shall be deemed duly given four business days after it is sent by registered or certified mail, postage prepaid, to the intended recipient, addressed as follows: If to the Employee, addressed to such party as follows: with a copy to: Bongiovanni & Berger The North American Building Suite 1700 121 South Broad Street Philadelphia, PA 19107 Attn: Joseph Bongiovanni Telecopy: 215-790-0032 If to the Purchaser, addressed to: BLM/CRA, Inc. 401 East Winding Hill Road Mechanicsburg, PA 17055 Telecopier: 717-458-0047 HBGX83492.3 -- with a copy to: Shaun R. Eisenhauer, Esquire Duane, Morris & Heckscher LLP 305 North Front Street P.O. Box 1003 Harrisburg, PA 17108-1003 Telecopier: 717-232-4015 Any party may send any notice, request, information or other document to be given hereunder using any other means (including personal delivery, courier, messenger service, facsimile transmission, telex or ordinary mail), but no such notice, request, information or other document shall be deemed duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices hereunder are to be sent to it by giving written notice of such change of address in the manner herein provided for giving notice. 12.0 This Agreement shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. 13.0 This Agreement contains the entire Agreement of the parties with regard to the subject matter hereof and supersedes any and all pr/or oral or written understandings and agreements between them. This Agreement may be amended or modified only by an Agreement in writing signed by both parties. IN WITNESS -WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. Title: ~ HBG\83492.3 -- BLM GROUP, 1NC. (PA) BLM GROUP, INC. (DE) BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA Plaintiffs Vo BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechaniesburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane BrynMawr, PA 19010, DOUGLAS C. LINDSAY, 513 Springbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, ANTHONY J. MERLINO, 520 S. 22nd Street Philadelphia, PA 19146, and : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : : No. t l C, ¥, l : . : : . : : CIVIL ACTION - LAW and EQUITY . . : BENTIVEGNA, LINDSAY, MARON, : MERLINO - ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, : Defendants : JURY TRIAL DEMANDED PROPOSED ORDER AND NOW, this _ . day of May, 2002, upon consideration of Plaintiffs' Motion for Preliminary Injunction and supporting Brief, IT IS HEREBY ORDERED that: (a) Defendants shall furnish Plaintiffs with copies of all business records of the BLM Entities that are currently in their custody, possession, or control within three days of the date of this Order; (b) Defendants shall furnish Plaintiffs with copies of detailed time records of work done on various projects of the BLM Entities, copies of bills received from subcontractors, consultants, and suppliers of the BLM Entities, records of payments made by clients of the BLM Entities, and records of payments made to subcontractors, consultants, and suppliers of the BLM Entities within three days of the date of this Order; (c) any and all assignments of any of Plaintiff BLM Entities' contracts with any of its clients, subcontractors, consultants, and/or suppliers are hereby rescinded; and (d) Defendants, with the exception of Defendant Partnership, are prohibited from interfering with the relationships between Plaintiffs and their clients, subcontractors, consultants, and suppliers. BY THE COURT: :143255 BLM GROUP, INC. (PA) BLM GROUP, INC. (DE) BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA, Plaintiffs Vo BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane Bryn Mawr, PA 19010, DOUGLAS C. LINDSAY, 513 Springbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, ANTHONY J. MERLINO, 520 S. 22na Street Philadelphia, PA 19146, and IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION - LAW and EQUITY : ; BENTIVEGNA, LINDSAY, MARON, : MERLINO - ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, : Defendants : JURY TRIAL DEMANDED PLAINTIFFS' MOTION FOR PRELIMINARY INJUNCTION NOW COME Plaintiffs by their counsel Shumaker Williams, P.C. to move this Honorable Court for a preliminary injunction pursuant to Pa.R.Civ.P. 1531 and state the following in support thereof: 1. Plaintiffs' Complaint in this action is incorporated herein by reference. 2. Plaintiffs will suffer irreparable harm through the loss of business opportunities and market advantages if Defendants are not preliminarily forthwith required to return business records of the plaintiff corporations ("BLM Entities") and to provide Plaintiffs detailed time records of work done on projects of the BLM Entities, copies of bills received from subcontractors, consultants, and suppliers of the BLM Entities, records of payments made by clients of the BLM Entities, and records of payments made to subcontractors, consultants, and suppliers of the BLM Entities. 3. Plaintiffs will also suffer irreparable harm through the complete destruction of the business of the BLM Entities if Defendants are not preliminarily required to provide Plaintiffs with the information set forth in the preceding paragraph. 4. Plaintiffs will also suffer irreparable harm through the loss of business opportunities and market advantages if Defendants are not required to rescind any assignment of any of Plaintiff BLM Entities' contracts with any of its clients, subcontractors, consultants, and/or suppliers, especially since such assignments have been received only as a result of false representations which have been made to Plaintiffs and to their clients, subcontractors, consultants, and/or suppliers. 5. The hai-m that might result to Defendants from the entry of preliminary relief will be substantially less than the harm which is being and will be done to Plaintiffs if such relief is not granted. 6. The entry of preliminary relief will maintain the status quo by allowing Plaintiffs to continue in business and by allowing the BLM Entities' clients, subcontractors, consultants, and/or suppliers to make decisions as to whether they wish to have their contracts assigned to BLM/CRA based upon accurate information rather than misrepresentations. 7. The fraud, intentional interferences with contracts, breaches of contract, and civil conspiracy which have been alleged against Defendants constitute manifest wrongs. 8. Plaintiffs' rights to preliminary relief in order to maintain the status quo and in order to prevent the destruction of the BLM Entities is clear. WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter an Order preliminarily enjoining Defendants as follows: (a) requiting that Defendants furnish Plaintiffs with copies of all business records of the BLM Entities that are currently in their custody, possession, or control within three days of the date of the Order; (b) requiring that Defendants furnish Plaintiffs with copies of detailed time records of work done on various projects of the BLM Entities, copies of bills received from subcontractors, consultants, and suppliers of the BLM Entities, records of payments made :143297 by clients of the BLM Entities, and records of payments made to subcontractors, consultants, and suppliers of the BLM Entities within three days of the date of the Order; (c) rescinding any and all assignments of any of Plaintiff BLM Entities' contracts with any of its clients, subcontractors, consultants, and/or suppliers; (d) prohibiting Defendants, with the exception of Defendant Parmership, from interfering with the relationships between Plaintiffs and their clients, subcontractors, consultants, and suppliers; and (e) awarding such further relief as the Court deems appropriate. SHUMAKER WILLIAMS, P.e. Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs CERTIFICATE OF SERVI~C~_; I, Laurence W. Dague, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a true and correct copy of the foregoing Plaintiffs' Motion for Preliminary Injunction on this date by depositing a copy of the same in the possession of the United States mail, first-class, postage prepaid, addressed as follows: Matthew Chabal, III, Esquire DUANE MORRIS LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 (Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc.) Anthony j. Nest/co, Esquire NESTICO KORPOSH & DRUBy LLP 840 E. Chocolate Avenue Hershey, PA 17033 (Attorneys for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) Steven J. Englemyer, Esquire Lisa E. Brody, Esquire Eric J. Schreiner, Esquire KLEINB~, BELL & BRECKER LLP 1900 Market Street, Suite 700 Philadelphia, PA 19103 (Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino) ~;~tivegna' Lindsay, Maron, Merlino . Architects Rock Hill Road Bala Cynwyd, PA 19004 SHUMAKER WILLIAMS, P.C. Harrisburg, PA 17108 (717) 763-1121 BENTIVEGNA, LINDSAY, MARON, : MERLINO- ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, Defendants : JURY TRIAL DEMANDED ORDER AND NOW, this .~}~-- day of May, 2002, upon consideration of Plaintiffs' Motion for Preliminary Injunction ~t~i~~T IS HEREBY ORDERED that the Court will hold a heating on Plaintiffs' Motion for Preliminary Injunction or~ [,_7, 2002, at_ / "3 O D~,, in Courtroom_ :143254 BY THE COURT: Jo BLM GROUP, INC. (PA) BLM GROUP, INC. (DE) BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA Plaintiffs Vo BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane Bryn Mawr, PA 19010, DOUGLAS C. LINDSAY, 513 Spfingbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, ANTHONY J. MERLINO, 520 S. 22nd Street Philadelphia, PA 19146, and : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : : : : : : No. : : CIVIL ACTION - LAW and EQUITY : : . BENTIVEGNA, LINDSAY, MARON, : MERLINO - ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, : Defendants : JURY TRIAL DEMANDED MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFFS' MOTION FOR PRELIMINARY INJUNCTION I. Relevant Procedural and Factual Background Plaintiffs initiated the above-captioned civil action by filing a Complaint on May 24, 2002. Plaintiffs have concurrently filed a Motion to Consolidate this action with civil action number 2002- 01831, which Plaintiffs initiated the filing a Praecipe for Writ of Summons on April 12, 2002 and a Complaint on May 14, 2002. Both actions involve facts and circumstances surrounding the merger negotiations and resulting "Asset Purchase Agreement" ("APA") that was entered on October 29, 2001, by the corporate Plaintiffs ("BLM Entities"), PlaintiffBentivegna, and Defendants BLM/CRA, Inc., Malick, Lindsay, Maron, Merlino, and Bentivegna, Lindsay, Maron, Merlino - Architects ("the Parmership").1 PlaimiffBentivegna is a duly licensed architect who was a founder of an architectural business approximately eighteen years ago which does business in Pennsylvania and in many other states. That architectural business is operated in part by the Pennsylvania business corporation of BLM Group, Inc., which was incorporated in 1985 and of which PlaintiffBentivegna was an original incorporator. Because of the need to obtain licensing to practice architecture in other states and for other proper business reasons, BLM Group, Inc. has a number of related corporate entities. Plaintiff z The ensuing discussion of the background of this case is directly taken from the Complaint in this action. Therefore, it would be unnecessary to read both. Bentivegna was at all times and continues to be the majority shareholder and President and Chief Executive Officer of BLM Entities. In 2001, BLM Entities entered into negotiations with Defendant CRA for a merger or acquisition of BLM Entities as a result of a recommendation received by BLM Entities from a business broker. As a result of those negotiations, an "Asset Purchase Agreement" ("APA") was entered into on October 29, 2001, to which BLM Entities, Defendant BLM/CRA, Plaintiff Bentivegna, and minority shareholders of BLM Entities were parties. Under Paragraph 2. I of the APA, the consideration paid for the acquisition by BLM/CRA of assets of BLM Entities was shares of stock in BLM/CRA and employment agreements for the minority shareholders of BLM Entities and for Plaintiff Bentivegna was thirty percent (30%) of the net profits of BLM/CRA for the period from November 1,2001 through October 31, 2004 and a three year employment contract. Plaintiff Bentivegna did, in fact, enter into a three year Employment Agreement with BLM/CRA ("Employment Agreement"). Covenant 1.0 of the Employment Agreement specifically provides that Plaintiff Bentivegna will serve as President and Chief Executive Officer "with all normal and customary duties" during the first two years of his employment with BLM/CRA, a qualified successor to him would be identified, and an orderly transition would occur during the third year of his employment. The provisions of Covenant 1.0 concerning PlaintiffBentivegna's offices and duties were material to both the APA and Employment Agreement because the consideration to him did not involve any immediate buy-out of him, but primarily the percentage of profit over the three year period and because those provisions were a way of insuring that he could have a substantial effect upon and to some degree control of profitability during that period. Moreover, all of the 3 Defendants were aware that those provisions of Covenant 1.0 were material to PlaintiffBentivegna and that he would not have entered into either the APA or the Employment Agreement without such provisions. Defendants, with the exception of the Partnership, represented to Plaintiffs that Plaintiff Bentivegna would not only have the titles of President and CEO of BLM/CRA but would have all the normal and customary duties and fights that accompany those titles throughout the first two years of his employment by BLM/CRA, and Defendants made those representations to Plaintiff Bentivegna specifically for the purpose of inducing him into entering into the APA and Employment Agreement. Plaintiffs relied upon those representations in entering into the APA and Employment Agreement. However, it is now apparent to the Plaintiffs that Defendants' representations concerning the duties and rights that he would have were false and fraudulent when made by Defendants in that they never intended to allow him to actually exercise such duties and fights. At all times since the execution of the APA and Employment Agreement, Defendants, again with the exception of the Partnership, have refused to allow PlaintiffBentivegna to exercise the duties and fights which normally and customarily are those ora President/CEO. During the negotiations leading up to the execution of the APA, Defendants CRA, Crabtree, Rohrbangh, and Davis represented that BLM/CRA would have no difficulty obtaining required licensing and registration in each of the states in which BLM Entities had been doing business, through its subsidiaries, and that they knew that was the case based upon the fact that Defendant Crabtree was licensed in more than thirty (30) states. As part of those representations, those Defendants specifically represented that it would not be necessary for BLM/CRA to create related corporations, as BLM Entities had done, in order to become licensed and registered in other states and 4 that, therefore, BLM/CRA would be able to expeditiously and promptly take over the business of BLM Entities thereby allowing BLM Entities to liquidate and go out of business. Those Defendants' representations concerning the ease with which BLM/CRA could obtain required licensing and registration in other states were, in fact, false. As of this date, BLM/CRA has still not been able to obtain licensing and registration in all of the states in which BLM Entities has done and is doing business, and BLM/CRA has been forced to create at least one related corporation in order to be licensed and registered to do business in one such state, New Jersey. As a result of the falsity of that representation, BLM Entities has been forced to continue in business. During the negotiations leading up to the execution of the APA, all the Defendants with the exception of the Partnership represented that no significant changes would be made in the staffing and management of BLM Group by BLM/CRA following BLM/CRA's purchase of BLM Group's assets under the APA. The representations that no changes would be made in the staffing and management were made to induce Plaintiffs BLM Group and Bentivegna into entering into the APA, and they were induced to do so in part because of those representations. Those representations were false when made because Defendants with the exception of the Partnership had already agreed to make substantial changes in staffing and management. At the direction of Defendant BLM/CRA and at the requests and with the knowledge of all Defendants except the Partnership, Plaintiffs have represented to their clients, subcontractors, consultants, and suppliers that no changes would be made in the staffing and management of BLM Group as a result of BLM/CRA's purchase of BLM Group's assets under the APA, and the Defendants have made such representations as well. Those representations are false because not all the employees of BLM Group are employees of Defendant BLM/CRA and the management of BLM Group has been substantially and significantly changed. 5 Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have consistently and routinely represented to Plaintiffs that BLM Entities is nothing more than a conduit for funds and, in effect, a front for BLM/CRA in relation to ail business formerly of BLM Entities until such time as BLM/CRA obtains required licensing and registration and until BLM/CRA obtains any necessary consents to assignments of contractual agreements between BLM Entities and others from those others. They have made repeated, persistent, and vociferous demands that Plaintiffs pay various sums to and take various actions for the benefit of BLM/CRA in such a way as to constitute harassment and abuse of them. They have also purported to issue "directives" and orders to Plaintiffs to take various actions which would be inimical to the interests of BLM Entities and which would constitute violations of Plaintiff Bentivegna's fiduciary duties to BLM Entities Contrary to those Defendants' representations concerning the relationship between BLM Entities and BLM/CRA, Paragraph 7.5 of the APA specifically provides that, until such time as consents to assignment of contracts are received from any entity with which BLM Group has a contractual relationship that requires such consent, BLM/CRA is merely to function as a subcontractor of BLM Entities As part of Defendants' representations concerning the relationship between BLM Group and BLM/CRA, Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have consistently and routinely represented to Plaintiffs BLM Group and Bentivegna that ail subcontractors, consultants, insurers, suppliers, and the landlord of BLM Group have been and are continuing to be paid by Defendant BLM/CRA. Those representations are false in that many of the subcontractors, consultants, insurers, suppliers, and the landlord of BLM Group have not been paid by Defendant BLM/CRA. Under the contractual agreements between Plaintiff BLM Group and all of its clients, subcontractors, and consultants, no written assignments of those contracts is legally valid unless the client, subcontractor, or consultant consents in writing to the assignment. Defendants with the exceptions of Defendants CRA and the Partnership have represented to clients, subcontractors, and consultants of BLM Group that their contractual agreements with BLM Group have been assigned and have not fully and properly infom~ed them that their written consent to any assignment is required and that they were entitled to refuse to give that consent if they so choose. Defendants have also taken possession of business records of the BLM Entities and denied access to those records to Plaintiffs. That taking and denial has and will continue to cause substantial and irreparable damages to Plaintiffs. In addition, Defendants have refused to provide information to Plaintiffs that is critical to Plaintiffs' ability to continue their business and to fulfill their contractual obligations to subcontractors, consultants, and suppliers. That information includes detailed time records of work done on various projects of the BLM Entities, copies of bills received from subcontractors, consultants, and suppliers of the BLM Entities, records of payments made by clients of the BLM Entities, and records of payments made to subcontractors, consultants, and suppliers of the BLM Entities. Plaintiffs have stated claims at law for breach of contract, fraud, civil conspiracy, and intentional interference with contractual relations and claims for equitable relief. II. Issue Whether this Honorable Court should enjoin the Defendants from seeking to assign the PlmntlffSubs~dmnes customer contracts and compel the Defendants to provide the Plmntiffs with financial information and reports in order for Plaintiff BLM Entities to continue its operations? Suggested Answer: Yes III. Argument A. Standard for Injunctive Relief purpose ofa prehm~nary ~njunct~on ~s to preserve the status quo as it exists or previously existed before the acts complained of, thereby preventing irreparable injury or gross injustice." Santoro v. Morse, 781 A.2d 1220, 1229 (Pa. Super. 2001) (emphasis in original). A party seeking an injunction, must establish five elements. Id._:. Specifically, a "moving party carries the burden of showing" the following: (1) that relief is necessary to prevent immediate and irreparable harm which cannot be compensated by damages; (2) that greater injury will occur from refusing the injunction than from granting it; (3) that the injunction will restore the parties to the status quo as it existed immediately before the alleged wrongful conduct; (4) that the alleged wrong is manifest, and the injunction is reasonably suited to abate it; and (5) that the plaintiff's right to relief is clear. Id. (citing Cappiello v. Duca, 449 Pa. Super· 100, 672 A.2d 1373 (1996)). Applying this standard to the two requests for injunctive relief sought by Plaintiffs, it is clear that the injunctions sought should be granted. 1. Irreparable Harm. Plaintiffs must initially show that relief is necessary to prevent immediate and irreparable harm which cannot be compensated by damages. Id. Any alleged hasiii must be irreversible, before that harm can be deemed "irreparable." Id. at 1228. Haxiii may be irreparable where any monetary damages can only be estimated by conjecture and not by any accurate pecuniary standard. I__d. These include "wrongful breaches of contract where money damages are an inadequate remedy." Id. Money damages are not adequate to protect Plaintiffs where the actions of Defendants interfere with BLM Entities and its subsidiaries' abilities to perfo~ax its contractual obligations and engage in new contracts. "In the commercial context, the impending loss of a business opportunity or market advantage may be aptly be characterized as an 'irreparable harm.'" Id. Plaintiffs are certainly losing business opportunity since Defendants are improperly assuming contractual rights and obligations under the customer contracts, all the while denying Plaintiffs financial information necessary to maintain these on-going business concerns. This puts Plaintiffs at risk of being sued by the customers. 2. Balancing Harms. Defendants will not suffer harm by this Honorable Court granting an injunction to stop the Defendants from assuming contractual rights and obligations to which they are not legally entitled or compelling the Defendants to provide Plaintiffs with financial information crucial to the continued business of BLM Entities The Defendants will remain able to continue any contracts that they may have obtained independently of their wrongful conduct. In contrast, the failure to grant the injunction will result in irreparable harm to the Plaintiffs since, without the injunction, the Plaintiffs cannot meet any of their on-going obligations and, therefore, are likely to see the total destruction of their business. 9 3. Status Quo. The preliminary injunction is sought in order to maintain the status quo. Every contract that Defendants seek to or claim has been assigned constitutes a change of the status quo, i.e., a change from Plaintiff BLM Group being the party having the contractual relations in question. Thus, by seeking to restrain Defendants from obtaining assignments and dealing with the relationships as if a valid assignment had been obtained, Plaintiffs are truly seeking "an order which would restore the 'last actual, peaceable and lawful non-contested status which preceded the pending controversy.'" Id. at 1230 (quoting Lewis v. City of Harrisburg, 158 Pa. Commw. 318 .... 631 A.2d 807, 810 (1993)). Furthermore, the business records and financial information sought by Plaintiffs are essential to allowing Plaintiffs to fulfill their contractual obligations to their clients, subcontractors, consultants, and suppliers and, thereby, to continue in business and maintain the status quo. 4. Manifest Wrong. Plaintiffs have alleged numerous manifest wrongs. Defendants obtained their contracts with Plaintiffs only through fraud. They have repeatedly and materially breached those contracts in bad faith. They have improperly interfered with the relationships between PlaintiffBLM Group and its clients, subcontractors, consultants and suppliers even at times when they were lawfully entitled to do business with those clients, subcontractors, consultants and suppliers. Any purported consents that Defendants may have obtained from Plaintiffs' clients, subcontractors, consultants and suppliers have resulted from intentional misrepresentations that Defendants have made. 5. Right to Relief. Plaintiffs' fight to relief is clear. Since the APA and Employment Agreement were obtained only as a result of fraud, those contracts must be rescinded, and the Plaintiffs should be placed as 10 closely as possible to their position prior to the execution of those contracts. Furthermore, Defendants numerous breaches of those contracts and improper interferences with the contractual relations between PlaintiffBLM Group and its clients, subcontractors, consultants and suppliers clearly entitles Plaintiffs to relief. IV..Conclusion For the masons set forth above, Plaintiffs respectfully request that this Honorable Court enter an Order granting Plaintiffs' Motion for a Preliminary Injunction and granting the preliminary relief sought therein. SHUMAKER WILLIAMS, P.C. Dated: ~'~,~ :143212 ~/I~aurence W. Dague, 1.12(. #19715 Angela L. Thomas, I.D. #67810 Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs 11 CERTIFICATE OF SERVICE I, Laurence W. Dague, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a true and correct copy of the foregoing Memorandum of Law in Support of Plaintiffs' Motion for Preliminary Injunction on this date by depositing a copy of the same in the possession of the United States mail, first-class, postage prepaid, addressed as follows: Matthew Chabal, III, Esquire DUANE MORRIS LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 (Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc.) Anthony J. Nestico, Esquire NESTICO KORPOSH & DRUBY LLP 840 E. Chocolate Avenue Hershey, PA 17033 (Attorneys for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) Steven J. Englemyer, Esquire Lisa E. Brody, Esquire Eric J. Schreiner, Esquire KLEINBARD, BELL & BRECKER LLP 1900 Market Street, Suite 700 Philadelphia, PA 19103 (Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino) Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 SHUMAKER WILLIAMS, P.C. ~__~auren~e W. ~)ague, I.~. # 19715 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 BLM GROUP, INC. (PA) BLM GROUP, INC. (DE) BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, 1NC., PETER I. BENTIVEGNA Plaintiffs BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, pA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, pA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA t 7055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, pA 17055, PATRICIA D. MALICK, 5061 Brittany Lane Bryn Mawr, PA 19010, DOUGLAS C. LINDSAY, 513 Springbrook Lane Wayne, PA 19087, LIDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, ANTHONY j. MERLINO, 520 S. 22~ Street Philadelphia, PA 19146, and : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : ; ; ; : .- .' : No. .- ; : .- : : : .. .- .. . : CIVIL ACTION - LAW and EQUITY : .. : : Bentivegna was at all times and continues to be the majority shareholder and President and Chiei Executive Officer of BLM Entities. In 2001, BLM Entities entered into negotiations with Defendant CRA for a merger or acquisition of BLM Entities as a result of a recommendation received by BLM Entities from a business broker. As a result of those negotiations, an "Asset Purchase Agreement" ("APA") was entered into on October 29, 2001, to which BLM Entities, Defendant BLM/CRA, Plaintiff Bentivegna, and minority shareholders of BLM Entities were parties. Under Paragraph 2.1 of the APA, the consideration paid for the acquisition by BLM/CRA of assets of BLM Entities was shares of stock in BLM/CRA and employment agreements for the minority shareholders of BLM Entities and for PlaintiffBentivegna was thirty percent (30%) of the net profits of BLM/CRA for the period from November 1,2001 through October 31,2004 and a three year employment contract. Plaintiff Bentivegna did, in fact, enter into a three year Employment Agreement with BLM/CRA ("Employment Agreement"). Covenant 1.0 of the Employment Agreement specifically provides that Plaintiff Bentivegna will serve as President and Chief Executive Officer "with all normal and customary duties" during the first two years of his employment with BLM/CRA, a qualified successor to him would be identified, and an orderly transition would occur during the third year of his employment. The provisions of Covenant 1.0 concerning Plaintiff Bentivegna,s offices and duties were material to both the APA and Employment Agreement because the consideration to him did not involve any immediate buy-out of him, but primarily the percentage of profit over the three year period and because those provisions were a way of insuring that he could have a substantial effect upon and to some degree control of profitability during that period. Moreover, all of the 3 Defendants were aware that those provisions of Covenant 1.0 were material to Plaintiff Bentivegna and that he would not have entered into either the APA or the Employment Agreement without such provisions. Defendants, with the exception of the Partnership, represented to Plaintiffs that Plaintiff Bentivegna would not only have the titles of President and CEO of BLM/CRA but would have all the normal and customary duties and rights that accompany those titles throughout the first two years of his employment by BLM/CRA, and Defendants made those representations to PlaintiffBentivegna specifically for the purpose of inducing him into entering into the APA and Employment Agreement. Plaintiffs relied upon those representations in entering into the APA and Employment Agreement. However, it is now apparent to the Plaintiffs that Defendants' representations concerning the duties and rights that he would have were false and fraudulent when made by Defendants in that they never intended to allow him to actually exercise such duties and rights. At all times since the execution of the APA and Employment Agreement, Defendants, again with the exception of the Partnership, have refused to allow PlaintiffBentivegna to exercise the duties and rights which normally and customarily are those ora President/CEO. During the negotiations leading up to the ' execution of the APA, Defendants CRA, Crabtree, Rohrbaugh, and Davis represented that BLM/CRA would have no difficulty obtaining required licensing and registration in each of the states in which BLM Entities had been doing business, through its subsidiaries, and that they knew that was the case based upon the fact that Defendant Crabtree was licensed in more than thirty (30) states. As part of those representations, those Defendants specifically represented that it would not be necessary for BLM/CRA to create related corporations, as BLM Entities had done, in order to become licensed and registered in other states and 4 that, therefore, BLM/CRA would be able to expeditiously and promptly take over the business of BLM Entities thereby allowing BLM Entities to liquidate and go out of business. Those Defendants' representations concerning the ease with which BLM/CRA could obtain required licensing and registration in other states were, in fact, false. As of this date, BLM/CRA has still not been able to obtain licensing and registration in all of the states in which BLM Entities has done and is doing business, and BLM/CRA has been forced to create at least one related corporation in order to be licensed and registered to do business in one such state, New Jersey. As a result of the falsity of that representation, BLM Entities has been forced to continue in business. During the negotiations leading up to the execution of the APA, all the Defendants with the exception of the Partnership represented that no significant changes would be made in the staffing and management of BLM Group by BLM/CRA following BLM/CRA's purchase of BLM Group's assets under the APA. The representations that no changes would be made in the staffing and management were made to induce Plaintiffs BLM Group and Bentivegna into entering into the APA, and they were induced to do so in part because of those representations. Those representations were false when made because Defendants with the exception of the Partnership had already agreed to make substantial changes in staffing and management. At the direction of Defendant BLM/CRA and at the requests and with the knowledge of all Defendants except the Partnership, Plaintiffs have represented to their clients, subcontractors, consultants, and suppliers that no changes would be made in the staffing and management of BLM Group as a result of BLM/CRA's purchase of BLM Group's assets under the APA, and the Defendants have made such representations as well. Those representations are false because not all the employees of BLM Group are employees of Defendant BLM/CRA and the management of BLM Group has been substantially and significantly changed. 5 Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have consistently and routinely represented to Plaintiffs that BLM Entities is nothing more than a conduit for funds and, in effect, a front for BLM/CRA in relation to all business formerly of BLM Entities until such time as BLM/CRA obtains required licensing and registration and until BLM/CRA obtains any necessary consents to assignments of contractual agreements between BLM Entities and others from those others. They have made repeated, persistent, and vociferous demands that Plaintiffs pay various sums to and take various actions for the benefit of BLM/CRA in such a way as to constitute harassment and abuse of them. They have also purported to issue "directives" and orders to Plaintiffs to take various actions which would be inimical to the interests of BLM Entities and which would constitute violations of PlaintiffBentivegna's fiduciary duties to BLM Entities Contrary to those Defendants' representations concerning the relationship between BLM Entities and BLM/CRA, Paragraph 7.5 of the APA specifically provides that, until such time as consents to assignment of contracts are received from any entity with which BLM Group has a contractual relationship that requires such consent, BLM/CRA is merely to function as a subcontractor of BLM Entities As part of Defendants' representations concerning the relationship between BLM Group and BLM/CRA, Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have consistently and routinely represented to Plaintiffs BLM Group and Bentivegna that all subcontractors, consultants, insurers, suppliers, and the landlord of BLM Group have been and are continuing to be paid by Defendant BLM/CRA. Those representations are false in that many of the subcontractors, consultants, insurers, suppliers, and the landlord of BLM Group have not been paid by Defendant BLM/CRA. Under the contractual agreements between Plaintiff BLM Group and all of its clientsi subcontractors, and consultants, no written assignments of those contracts is legally valid unless the client, subcontractor, or consultant consents in writing to the assignment. Defendants with the exceptions of Defendants CRA and the Partnership have represented to clients, subcontractors, and consultants of BLM Group that their contractual agreements with BLM Group have been assigned and have not fully and properly informed them that their written consent to any assignment is required and that they were entitled to refuse to give that consent if they so choose. Defendants have also taken possession of business records of the BLM Entities and denied access to those records to Plaintiffs. That taking and denial has and will continue to cause substantial and irreparable damages to Plaintiffs. In addition, Defendants have refused to provide information to Plaintiffs that is critical to Plaintiffs' ablhty to continue their business and to fulfill the:r contractual obligations to subcontractors, consultants, and suppliers. That information includes detailed time records of work done on various projects of the BLM Entities, copies of bills received from subcontractors, consultants, and suppliers of the BLM Entities, records of payments made by clients of the BLM Entities, and records of payments made to subcontractors, consultants, and suppliers of the BLM Entities. Plaintiffs have stated claims at law for breach of contract, fraud, civil conspiracy, and intentional interference with contractual relations and claims for equitable relief. II. ls__sue Whether this Honorable Court should enjoin the Defendants from seeking to assign the PlaintiffSubsid;~,~ ..... with financial information and reports in order for Plaintiff BLM Entities to continue its operations? ,-,,~ customer contracts and compel the Defendants to provide the Plaintiffs Suggested Answer: Yes A. _Standard for Injunctive Relief III. Argument "The purpose of a preliminary injunction is to preserve the status quo as it exists orpreviously existed before the acts complained of thereby preventing irreparable injury or gross injustice." S~antor~o v. Morse, 781 A.2d 1220, 1229 (Pa. Super. 2001) (emphasis in original). A party seeking an injunction, must establish five elements. Id. Specifically, a "moving party carries the burden of showing" the following: (1) that relief is necessary to prevent immediate and irreparable harm which cannot be compensated by damages; (2) that greater injury will occur from refusing the injunction than from granting it; (3) that the injunction will restore the parties to the status quo as it existed immediately before the alleged wrongful conduct; (4) that the alleged wrong is manifest, and the injunction is reasonably suited to abate it; and (5) that the plaintiff's right to relief is clear. Id. (citing_C310t~iello v. D~uuca, 449 Pa. Super. 100, 672 A.2d 1373 (1996)). Applying this standard to the two requests for injunctive relief sought by Plaintiffs, it is clear that the injunctions sought should be granted. Plaintiffs must initially show that relief is necessary to prevent immediate and irreparable harm which cannot be compensated by damages. Id. Any alleged harm must be irreversible, before that harm can be deemed "irreparable." Id. at 1228. Harm may be irreparable where any monetary damages can only be estimated by conjecture and not by any accurate pecuniary standard. I.d. These include "wrongful breaches of contract where money damages are an inadequate remedy." Id. Money damages are not adequate to protect Plaintiffs where the actions of Defendants interfere with BLM Entities and its subsidiaries' abilities to perform its contractual obligations and engage in new contracts. "In the commercial context, the impending loss ora business opportunity or market advantage may be aptly be characterized as an 'irreparable harm.'" I__d. Plaintiffs are certainly losing business opportunity since Defendants are improperly assuming contractual rights and obligations under the customer contracts, all the while denying Plaintiffs financial information necessary to maintain these on-going business concerns. This puts Plaintiffs at risk of being sued by the customers. 2. _Balancing Harms. Defendants will not suffer harm by this Honorable Court granting an injunction to stop the Defendants from assuming contractual rights and obligations to which they are not legally entitled or compelling the Defendants to provide Plaintiffs with financial information crucial to the continued business of BLM Entities The Defendants will remain able to continue any contracts that they may have obtained independently of their wrongful conduct. In contrast, the failure to grant the injunction will result in irreparable harm to the Plaintiffs since, without the injunction, the Plaintiffs cannot meet any of their on-going obligations and, therefore, are likely to see the total destruction of their business. 9 3. St__atus Quo. The preliminary injunction is sought in order to maintain the status quo. Every contract that Defendants seek to or claim has been assigned constitutes a change of the status quo, .i.e., a change from Plaintiff BLM Group being the party having the contractual relations in question. Thus, by seeking to restrain Defendants from obtaining assignments and dealing with the relationships as if a valid assignment had been obtained, Plaintiffs are truly seeking "an order which would restore the 'last actual, peaceable and lawful non-contested status which preceded the pending controversy.", I.__d. at 1230 (quoting Lewi._~s v. City of Harris_burg, 158 Pa. Commw. 318 .... 631 A.2d 807, 810 (1993)). Furthermore, the business records and financml ~nformat~on sought by Plaintiffs are essential to allowing Plaintiffs to fulfill their contractual obligations to their clients, subcontractors, consultants, and suppliers and, thereby, to continue in business and maintain the status quo. 4. Manifest Wron . Plaintiffs have alleged numerous manifest wrongs. Defendants obtained their contracts with Plaintiffs only through fraud. They have repeatedly and materially breached those contracts in bad faith. They have improperly interfered with the relationships between PlaintiffBLM Group and its clients, subcontractors, consultants and suppliers even at times when they were lawfully entitled to do business with those clients, subcontractors, consultants and suppliers. Any purported consents that Defendants may have obtained from Plaintiffs' clients, subcontractors, consultants and suppliers have resulted from intentional misrepresentations that Defendants have made. 5. ~Ri~ht to Relief. Plaintiffs' right to relief is clear. Since the APA and Employment Agreement were obtained only as a result of fraud, those contracts must be rescinded, and the Plaintiffs should be placed as 10 closely as possible to their position prior to the execution of those contracts. Furthermore, Defendants numerous breaches of those contracts and improper interferences with the contractual relations between PlaintiffBLM Group and its clients, subcontractors, consultants and suppliers clearly entitles Plaintiffs to relief. IV. Conclusion For the reasons set forth above, Plaintiffs respectfully request that this Honorable Court enter an Order granting Plaintiffs' Motion for a Preliminary Injunction and granting the preliminary relief sought therein. SHUMAKER WILLIAMS, P.C. Dated: ~,,~ :143212 ~/Laurence ~.. Da~e, I.I~ 19~-~ Angela L. Thomas, I.D. #67810 Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs 11 CERTIFICATE OF SERVICE I, Laurence W. Dague, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a true and correct copy of the foregoing Memorandum of Law in Support of Plaintiffs' Motion for Preliminary Injunction on this date by depositing a copy of the same in the possession of the United States mail, first-class, postage prepaid, addressed as follows: Matthew Chabal, III, Esquire DUANE MORRIS LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 (Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc.) 'Anthony J. Nestico, Esquire NESTICO KORPOSH & DRUBy LLP 840 E. Chocolate Avenue Hershey, pA 17033 (Attorneys for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) Steven J. Englemyer, Esquire Lisa E. Brody, Esquire Eric J. Schreiner, Esquire KLEINBARD, BELL & BRECKER LLP 1900 Market Street, Suite 700 Philadelphia, PA 19103 (Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino) Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 Dated: ~_~.~/~,~ SHUMAKER WILLIAMS, P.C. P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 BLM GROUP, INC. (PA) BLM GROUP, INC. (DE) BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA Plaintiffs Vo BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane Bryn Mawr, PA 19010, DOUGLAS C. LINDSAY, 513 Springbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, ANTHONY J. MERLINO, 520 S. 22~a Street Philadelphia, PA 19146, and : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA .- : : ; : No. CIVIL ACTION - LAW and EQUITY BENTIVEGNA, LINDSAY, MARON, : MERLINO - ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, : Defendants : JURY TRIAL DEMANDED MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFFS' MOTION FOIl PRELIMINARY INJUNCTION I. Relevant Procedural and Factual Backeroun, I Plaintiffs initiated the above-captioned civil action by filing a Complaint on May 24, 2002. Plaintiffs have concurrently filed a Motion to Consolidate this action with civil action number 2002- 01831, which Plaimiffs initiated the filing a Praecipe for Writ of Summons on April 12, 2002 and a Complaint on May 14, 2002. Both actions involve facts and circumstances surrounding the merger negotiations and resulting "Asset Purchase Agreement" ("APA") that was entered on October 29, 2001, by the corporate Plaintiffs ("BLM Entities"), PlaintiffBentivegna, and Defendants BLM/CRA, Inc., Malick, Lindsay, Maron, Merlino, and Bentivegna, Lindsay, Maron, Merlino - Architects ("the Partnership"). ~ PlaintiffBentivegna is a duly licensed architect who was a founder of an architectural business approximately eighteen years ago which does business in Pennsylvania and in many other states. That architectural business is operated in part by the Pennsylvania business corporation of BLM Group, Inc., which was incorporated in 1985 and of which PlaintiffBentivegna was an original incorporator. Because of the need to obtain licensing to practice architecture in other states and for other proper business reasons, BLM Group, Inc. has a number of related corporate entities. Plaintiff ~ The ensuing discussion of the background of this case is directly taken from the Complaint in this action. Therefore, it would be unnecessary to read both. Bentivegna was at all times and continues to be the majority shareholder and President and Chief Executive Officer of BLM Entities. In 2001, BLM Entities entered into negotiations with Defendant CRA for a merger or acquisition of BLM Entities as a result of a recommendation received by BLM Entities from a business broker. As a result of those negotiations, an "Asset Purchase Agreement" ("APA") was entered into on October 29, 2001, to which BLM Entities, Defendant BLM/CRA, Plaintiff Bentivegna, and minority shareholders of BLM Entities were parties. Under Paragraph 2.1 of the APA, the consideration paid for the acquisition by BLM/CRA of assets of BLM Entities was shares of stock in BLM/CRA and employment agreements for the minority shareholders of BLM Entities and for PlaintiffBentivegna was thirty percent (30%) of the net profits of BLM/CRA for the period from November 1,2001 through October 31,2004 and a three year employment contract. Plaintiff Bentivegna did, in fact, enter into a three year Employment Agreement with BLM/CRA ("Employment Agreement"). Covenant 1.0 of the Employment Agreement specifically provides that Plaintiff Bentivegna will serve as President and Chief Executive Officer "with all normal and customary duties" during the first two years of his employment with BLM/CRA, a qualified successor to him would be identified, and an orderly transition would occur during the third year of his employment. The provisions of Covenant 1.0 concerning PlaintiffBentivegna's offices and duties were material to both the APA and Employment Agreement because the consideration to him did not involve any immediate buy-out of him, but primarily the percentage of profit over the three year period and because those provisions were a way of insuring that he could have a substantial effect upon and to some degree control of profitability during that period. Moreover, all of the Defendants were aware that those provisions of Covenant 1.0 were material to PlaintiffBentivegna and that he would not have entered into either the APA or the Employment Agreement without such provisions. Defendants, with the exception of the Partnership, represented to Plaintiffs that Plaintiff Bentivegna would not only have the titles of President and CEO of BLM/CRA but would have all the normal and customary duties and rights that accompany those titles throughout the first two years of his employment by BLM/CRA, and Defendants made those representations to Plaintiff Bentivegna specifically for the purpose of inducing him into entering into the APA and Employment Agreement. Plaintiffs relied upon those representations in entering into the APA and Employment Agreement. However, it is now apparent to the Plaintiffs that Defendants' representations concerning the duties and rights that he would have were false and fraudulent when made by Defendants in that they never intended to allow him to actually exercise such duties and rights. At all times since the execution of the APA and Employment Agreement, Defendants, again with the exception of the Partnership, have refused to allow PlaintiffBentivegna to exercise the duties and rights which normally and customarily are those ora President/CEO. During the negotiations leading up to the execution of the APA, Defendants CRA, Crabtree, Rohrbaugh, and Davis represented that BLM/CRA would have no difficulty obtaining required licensing and registration in each of the states in which BLM Entities had been doing business, through its subsidiaries, and that they knew that was the case based upon the fact that Defendant Crabtree was licensed in more than thirty (30) states. As part of those representations, those Defendants specifically represented that it would not be necessary for BLM/CRA to create related corporations, as BLM Entities had done, in order to become licensed and registered in other states and that, therefore, BLM/CRA would be able to expeditiously and promptly take over the business of BLM Entities thereby allowing BLM Entities to liquidate and go out of business. Those Defendants' representations concerning the ease with which BLM/CRA could obtain required licensing and registration in other states were, in fact, false. As of this date, BLM/CRA has still not been able to obtain licensing and registration in all of the states in which BLM Entities has done and is doing business, and BLM/CRA has been forced to create at least one related corporation in order to be licensed and registered to do business in one such state, New Jersey. As a result of the falsity of that representation, BLM Entities has been forced to continue in business. During the negotiations leading up to the execution of the APA, all the Defendants with the exception of the Partnership represented that no significant changes would be made in the staffing and management of BLM Group by BLM/CRA following BLM/CRA's purchase of BLM Group's assets under the APA. The representations that no changes would be made in the staffing and management were made to induce Plaintiffs BLM Group and Bentivegna into entering into the APA, and they were induced to do so in part because of those representations. Those representations were false when made because Defendants with the exception of the Partnership had already agreed to make substantial changes in staffing and management. At the direction of Defendant BLM/CRA and at the requests and with the knowledge of all Defendants except the Partnership, Plaintiffs have represented to their clients, subcontractors, consultants, and suppliers that no changes would be made in the staffing and management of BLM Group as a result of BLM/CRA's purchase of BLM Group's assets under the APA, and the Defendants have made such representations as well. Those representations are false because not all the employees of BLM Group are employees of Defendant BLM/CRA and the management of BLM Group has been substantially and significantly changed. 5 Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have consistently and routinely represented to Plaintiffs that BLM Entities is nothing more than a conduit for funds and, in effect, a front for BLM/CRA in relation to all business formerly of BLM Entities until such time as BLM/CRA obtains required licensing and registration and until BLM/CRA obtains any necessary consents to assignments of contractual agreements between BLM Entities and others from those others. They have made repeated, persistent, and vociferous demands that Plaintiffs pay various sums to and take various actions for the benefit of BLM/CRA in such a way as to constitute harassment and abuse of them. They have also purported to issue "directives" and orders to Plaintffs to take various actions which would be inimical to the interests of BLM Entities and which would constitute violations of Plaintiff Bentivegna's fiduciary duties to BLM Entities Contrary to those Defendants' representations concerning the relationship between BLM Entities and BLM/CRA, Paragraph 7.5 of the APA specifically provides that, until such time as consents to assignment of contracts are received from any entity with which BLM Group has a contractual relationship that requires such consent, BLM/CRA is merely to function as a subcontractor of BLM Entities As part of Defendants' representations concerning the relationship between BLM Group and BLM/CRA, Defendants BLM/CRA, Crabtree, Rohrbaugh, Davis, and Merlino have consistently and routinely represented to Plaintiffs BLM Group and Bentivegna that all subcontractors, consultants, insurers, suppliers, and the landlord of BLM Group have been and are continuing to be paid by Defendant BLM/CRA. Those representations are false in that many of the subcontractors, consultants, insurers, suppliers, and the landlord of BLM Group have not been paid by Defendant BLM/CRA. 6 Under the contractual agreements between Plaintiff BLM Group and all of its clients, subcontractors, and consultants, no written assignments of those contracts is legally valid unless the client, subcontractor, or consultant consents in writing to the assignment. Defendants with the exceptions of Defendants CRA and the Partnership have represented to clients, subcontractors, and consultants of BLM Group that their contractual agreements with BLM Group have been assigned and have not fully and properly informed them that their written consent to any assignment is required and that they were entitled to refuse to give that consent if they so choose. Defendants have also taken possession of business records of the BLM Entities and denied access to those records to Plaintiffs. That taking and denial has and will continue to cause substantial and irreparable damages to Plaintiffs. In addition, Defendants have refused to provide information to Plaintiffs that is critical to Plaintiffs' ability to continue their business and to fulfill their contractual obligations to subcontractors, consultants, and suppliers. That infmmation includes detailed time records of work done on various projects of the BLM Entities, copies of bills received from subcontractors, consultants, and suppliers of the BLM Entities, records of payments made by clients of the BLM Entities, and records of payments made to subcontractors, consultants, and suppliers of the BLM Entities. Plaintiffs have stated claims at law for breach of contract, fraud, civil conspiracy, and intentional interference with contractual relations and claims for equitable relief. II. Issue Whether this Honorable Court should enjoin the Defendants from seeking to assign the PlaintiffSubsidiaries' customer contracts and compel the Defendants to provide the Plaintiffs with financial information and reports in order for Plaintiff BLM Entities to continue its operations? Suggested Answer: Yes III. Argument A. Standard for Injunctive Relief e purpose ofa prehm~nary :njunct~on ~s to preserve the status quo as it exists orpreviously existed before the acts complained of, thereby preventing irreparable injury or gross injustice." Santoro v. Morse, 781 A.2d 1220, 1229 (Pa. Super. 2001) (emphasis in original). A party seeking an injunction, must establish five elements. Id. SPecifically, a "moving party carries the burden of showing" the following: (1) that relief is necessary to prevent immediate and irreparable hams which cannot be compensated by damages; (2) that greater injury will occur from refusing the injunction than from granting it; (3) that the injunction will restore the parties to the status quo as it existed immediately before the alleged wrongful conduct; (4) that the alleged wrong is manifest, and the injunction is reasonably suited to abate it; and (5) that the plaintiff's right to relief is clear. Id. (citing Cappiello v. Duca, 449 Pa. Super. 100, 672 A.2d 1373 (1996)). Applying this standard to the two requests for injunctive relief sought by Plaintiffs, it is clear that the injunctions sought should be granted. 1. Irreparable Harm. Plaintiffs must initially show that relief is necessary to prevent immediate and irreparable harm which cannot be compensated by damages. Id. Any alleged harm must be irreversible, before that harm can be deemed "irreparable." Id. at 1228. Harm may be irreparable where any monetary damages can only be estimated by conjecture and not by any accurate pecuniary standard. I__d. These include "wrongful breaches of contract where money damages are an inadequate remedy." Id. Money damages are not adequate to protect Plaintiffs where the actions of Defendants interfere with BLM Entities and its subsidiaries' abilities to perform its contractual obligations and engage in new contracts. "In the commercial context, the impending loss of a business opportunity or market advantage may be aptly be characterized as an 'irreparable hzam.'" Id. Plaintiffs are certainly losing business opportunity since Defendants are improperly assuming contractual rights and obligations under the customer contracts, all the while denying Plaintiffs financial information necessary to maintain these on-going business concerns. This puts Plaintiffs at risk of being sued by the customers. 2. Balancing Harms. Defendants will not suffer harm by this Honorable Court granting an injunction to stop the Defendants from assuming contractual fights and obligations to which they are not legally entitled or compelling the Defendants to provide Plaintiffs with financial information crucial to the continued business of BLM Entities The Defendants will remain able to continue any contracts that they may have obtained independently of their wrongful conduct. In contrast, the failure to grant the injunction will result in irreparable harm to the Plaintiffs since, without the injunction, the Plaintiffs cannot meet any of their on-going obligations and, therefore, are likely to see the total destruction of their business. 9 3. Status Quo. The preliminary injunction is sought in order to maintain the status quo. Every contract that Defendants seek to or claim has been assigned constitutes a change of the status quo, i.e., a change from Plaintiff BLM Group being the party having the contractual relations in question. Thus, by seeking to restrain Defendants from obtaining assignments and dealing with the relationships as ifa valid assignment had been obtained, Plaintiffs are truly seeking "an order which would restore the 'last actual, peaceable and lawful non-contested status which preceded the pending controversy. '"Id. at 1230 (quoting Lewis v. City of Harrisburg, 158 Pa. Commw. 318, __, 631 A.2d 807, 810 (1993)). Furthermore, the business records and financial information sought by Plaintiffs are essential to allowing Plaintiffs to fulfill their contractual obligations to their clients, subcontractors, consultants, and suppliers and, thereby, to continue in business and maintain the status quo. 4. Manifest Wrong. Plaintiffs have alleged numerous manifest wrongs. Defendants obtained their contracts with Plaintiffs only through fraud. They have repeatedly and materially breached those contracts in bad faith. They have improperly interfered with the relationships between PlalntiffBLM Group and its clients, subcontractors, consultants and suppliers even at times when they were lawfully entitled to do business with those clients, subcontractors, consultants and suppliers. Any purported consents that Defendants may have obtained from Plaintiffs' clients, subcontractors, consultants and suppliers have resulted from intentional misrepresentations that Defendants have made. 5. Right to Relief. Plaintiffs' right to relief is clear. Since the APA and Employment Agreement were obtained only as a result of fraud, those contracts must be rescinded, and the Plaintiffs should be placed as 10 closely as possible to their position prior to the execution of those contracts. Furthermore, Defendants numerous breaches of those contracts and improper interferences with the contractual relations between PlaintiffBLM Group and its clients, subcontractors, consultants and suppliers clearly entitles Plaintiffs to relief. IV. Conclusion For the reasons set forth above, Plaintiffs respectfully request that this Honorable Court enter an Order granting Plaintiffs' Motion for a Preliminary Injunction and granting the preliminary relief sought therein. SHUMAKER WILLIAMS, P.C. Dated: ~-~~ :143212 ~l~aurence W. Dague, l.I~. #19715 Angela L. Thomas, I.D. #67810 Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs 11 CERTIFICATE OF SERVICE I, Laurence W. Dague, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a tree and correct copy of the foregoing Memorandum of Law in Support of Plaintiffs' Motion for Preliminary Injunction on this date by depositing a copy of the same in the possession of the United States mail, first-class, postage prepaid, addressed as follows: Matthew Chabal, III, Esquire DUANE MORRIS LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 (Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc.) Anthony J. Nestico, Esquire NESTICO KORPOSH & DRUBY LLP 840 E. Chocolate Avenue Hershey, PA 17033 (Attorneys for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) Steven J. Englemyer, Esquire Lisa E. Brody, Esquire Eric J. Schreiner, Esquire KLEINBARD, BELL & BRECKER LLP 1900 Market Street, Suite 700 Philadelphia, PA 19103 (Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino) Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Baia Cynwyd, PA 19004 Dated: SHUMAKER WILLIAMS, P.C. ~/~auren~e W. ~)ague, I.~. # 19715 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 PETER I. BENTIVEGNA and MARGARET M. STUSKI, Plaintiffs Vo BLM/CRA, INC., : CRABTREE, : ROHRBAUGH & : ASSOCIATES, INC., : THOMAS C. CRABTREE,: G. DOUGLAS : ROHRBAUGH, and : CARL J. DAVIS, : Defendants : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 02-1831 CIVIL TERM BLM GROUP, INC. (PA), BLM GROUP, INC. (DE), 'BLM ARCHITECTS, INC. BLM ARCHITECTS, P.C.,: BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA, Plaintiffs V. BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW THOMAS C. CRABTREE,: 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: G. DOUGLAS : ROHRBAUGH, : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: CARL J. DAVIS, : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: PATRICIA D. MALICK, : 5061 Brittany Lane : Bryn Mawr, PA 19010, : DOUGLAS C. LINDSAY,: 513 Springbrook Lane : Wayne, PA 19087, : UDO H. MARON, : 401 Greyhorse Road : Willow Grove, PA 19090, : ANTHONY J. MERLINO,: 520 S. 22na Street : Philadelphia, PA 19146, : and BENTIVEGNA, : LINDSAY, MARON, : MERLIN0-ARCHITECTS,: 161 Rock Hill Road : Bala Cnywyd, PA 19004, : Defendants : NO. 02-2611 CIVIL TERM ORDER OF COURT AND NOW, this 31st day of May, 2002, upon consideration of Plaintiffs' Motion To Consolidate, a Rule is hereby issued upon Defendants to show cause why the relief requested should not be granted. RULE RETURNABLE within 10 days of service. Laurence W. Dague, Esq. Angela L. Thomas, Esq. Melissa A. Swauger, Esq. P.O. Box 88 Harrisburg, PA 17108 Attorneys for Plaintiffs Matthew Chabal, III, Esq. 305 North From Street 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 Attorney for Defendants BLM/CRA, Inc. and Crabtree Rohrbaugh & Associates, Inc. Anthony J. Nestico, Esq. 840 E. Chocolate Avenue Hershey, PA 17033 Attorney for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis BY THE COURT, esley Ole(-,~., · Steven J. Englemyer, Esq. Lisa E. Brody, Esq. Eric J. Schreiner, Esq. KLEINBARD, BELL & BRECKER, LLP 1900 Market Street Suite 700 Philadelphia, PA 19103 Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 Defendant, Pro Se BLM GROUP, INC. (PA), BLM GROUP, INC. (DE), BLM ARCHITECTS, INC. BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA, Plaintiffs Vo BLM/CRA, INC., CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH, CARL J. DAVIS, PATRICIA D. MALICK, DOUGLAS C. LINDSAY, UDO H. MARON, ANTHONY J. MERLINO, and BENTIVEGNA, LINDSAY, MARON, MERLINO-ARCH1TECTS, Defendants In the Court of Common Pleas of Cumberland County, Pennsylvania Civil Action - Law No. 02-2611 Civil Term ENTRY OF APPEARANCE. Please enter our appearance on behalf of Defendants BLM/CRA, Inc., and Crabtree, Rohrbaugh & Associates, Inc. We are authorized to accept service on their behalf. Respectfully submitted, DUANE MORRIS, LLP Dated: Attorney I.D. No. 49926 Barbara A. Zemiock Attorney I.D. No. 58891 Thomas L. Isenberg Attorney I.D. No. 76652 305 N, Front St., 5th Floor P. O. Box 1003 Harrisburg, PA 17108-1003 (717) 237-5500 HBG\98866.1 CERTIFICATE OF SERVICE_ % On this [ (9 of June, 2002, I, Patricia Z. Glusko, a secretary in the law offices of Duane Morris LLP, hereby certify that I have served this day true and correct copies of the attached document in the above-captioned case, by depositing same in the United States First Class Mail, postage prepaid, in Harrisburg, Pennsylvania, to those persons and addresses indicated below: Laurence W. Dague, Esq. Angela L. Thomas, Esq. Melissa A. Swanger, Esq. Shumaker Williams P. O. Box 88 Harrisburg, PA 17108 Attorneys for Plaintiffs Anthony J. Nestico, Esq. 840 E. Chocolate Avenue Hershey, PA 17033 Attorneys for Defendants Thomas Crabtree, Douglas Rohrbaugh and Carl Davis Steven J. Engelmyer, Esq. Lisa E. Brody, Esq. Eric J. Schreiner, Esq. Kleinbard, Bell & Brecker, LLP 1900 Market Street, Suite 700 Philadelphia, PA 19103 Attorneys for Defendants Malick, Lindsay, Maron and Meflino Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 Defendant, Pro Se Patricia Z~usko GREGORY S. PLANK, Plaintiff V. DENISE L. PLANK, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERI,ANO COUNTY, PENNSYLVANIA No. O~ ~ ~"]'Z-2- Civil Term CIVIL ACTION - LAW IN DIVORCE AFFIDAVIT OF SERVICE COMMONWEALTH OF PENNSYLVANIA : SS. COUNTY OF CUMBERLAND Laura A. Gargiulo, Esquire, being duly sworn according to law, deposes and says that she is the attorney for Plaintiff in the above-captioned action; that on June 6, 2002, she mailed a true and correct copy of the Complaint in Divorce to the Defendant, by certified mail with restricted delivery, postage prepaid, return receipt requested and evidenced by return receipt card No. 7000 0600 0021 3855 9132 to Defendant's last known address; that on June 8, 2002, Defendant did personally received said Complaint in Divorce; that attached hereto, made a part hereof and marked as Exhibit "A" is return receipt card number 7000 0600 0021 3855 9132, with Plaintiff's signature affixed thereon; and that the facts set forth in the within Affidavit are true and correct to the best of her information and belief. Sworn to.~lnd subscribed before me this IC~'~+t~ day of ,2002. Lat~ra A. Gargiulo,aEsq~ Attorney for Defendant EXHIBIT A Certified Fee Return Receipt Fee (Endorsement Required) Restricted Delivery Fee (Endorsement Required) · Cqmplete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. · Print your name and address on the reverse so that we can return the card to you. · Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addresesd to: C. Sigy,~,ture ~ ~ D. Is delivery address dtffesmt from item 17 If YES, enter delivery address below: 3. JJ~Jegi~tered JJj~4~tum Reselpt for lgle~hm~cli~e [] In~ured ~ail [] C.O.D. 4. ResVict~d Delivery? (Extra Fee) 2, .Art~.~m_b,~._.~E~oy from serv~a~m/) ~,,~....~ ~, PS F'o'flTt~l. July 1~9~" , Domestic Return Receipt 102595-00-M-0952 BLM GROUP, INC. (PA), BLM GROUP, INC. (DE), BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C. BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., and PETER I. BENTIVEGNA Plaintiffs, BLM/CRA, INC., CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH, CARL J. DAVIS, PATRICIA D. MALICK, DOUGLAS C. LINDSAY, UDO H. MARON, ANTHONY J. MERLINO, and BENTIVEGNA, LINDSAY, MARON MERLINO-ARCHITECTS, Defendants. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. 02-2611 Civil Term PRAECIPE FOR ENTRY OF APPEARANCE To the Prothonotary: Please enter our appearance in the above-captioned case on behalf of Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron and Anthony J. Merlino. Dated: June 11, 2002 Respectfully submitted, KLEINBARD, BELL & BRECKER LLP Steventg. Engelmyer Lisa E. Brody Eric J. Schreiner 1900 Market Street, Suite 700 Philadelphia, PA 19103 (215) 568-2000 Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron and Anthony J. Meflino CERTIFICATE OF SERVICE I, Eric J. Schreiner, hereby certify that on the 11th day of June, 2002, I caused true and correct copies of the foregoing Praecipe for Entry of Appearance to be served on the following via U.S. Mail: Laurence W. Dague, Esq. Angela L. Thomas, Esq. Melissa A. Swauger, Esq. Shumaker Williams, P.C. 3425 Simpson Ferry Rd. (Camp Hill) P.O. Box 88 Harrisburg, PA 17108-0088 Counsel for Plaintiffs Matthew Chabal, III, Esq. Duane Morris, LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 Counsel for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates Anthony J. Nestico Nestico Korposh & Dmby, LLP 804 E. Chocolate, Ave. Hershey, PA 17033 Counsel for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis Eric J. ~iner BLM GROUP, INC. (PA),: BLM GROUP, INC. (DE),: BLM ARCHITECTS, INC.: BLM ARCHITECTS, P.C.,: BLM INTERIORS, 1NC. : (PA), BLM INTERIORS, : INC. (DE), BLM : INTERNATIONAL, LTD.,: BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA, Plaintiffs BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055,: THOMAS C. CRABTREE,: 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: G. DOUGLAS : ROHRBAUGH, : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, : 5061 Brittany Lane : Bryn Mawr, PA 19010, : DOUGLAS C. LINDSAY,: 513 Springbrook Lane : Wayne, PA 19087, : UDO H. MARON, : 401 Greyhorse Road : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW VINVA~SNNr~d 3OlJJO-Cl311J Willow Grove, PA 19090, : ANTHONY J. MERLINO,: 520 S. 22® Street : Philadelphia, PA 19146, : and BENTIVEGNA, : LINDSAY, MARON, : MERLIN0-ARCHITECTS,: 161 Rock Hill Road : Bala Cnywyd, PA 19004, : Defendants : NO. 02-2611 CIVIL TERM 1N RE: PLAINTIFFS' MOTION FOR PRELIMINARY INJUNCTION ORDER OF COURT AND NOW, this 13th day of June, 2002, upon consideration of of the attached letter fi.om Laurence W. Dague, Esq., attorney for Plaintiffs, the hearing previously scheduled in the above matter for June 17, 2002, is continued to Thursday, September 26, 2002, at 1:30 p.m., in Courtroom No. 1, Cumberland Cotmty Courthouse, Carlisle, Peunsyvlania. /Laurence W. Dague, Esq. Angela L. Thomas, Esq. Melissa A. Swauger, Esq. P.O. Box 88 Harrisburg, PA 17108 Attorneys for Plaintiffs BY THE COURT, Matthew Chabal, III, Esq. 305 North Front Street 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 Attorney for Defendants BLMdCRA, Inc. and Crabtree Rohrbaugh & Associates, Inc. ,~Anthony J. Nestico, Esq. 840 E. Chocolate Avenue Hershey, PA 17033 Attorney for Defendants ~[Steven J. Englemyer, Esq. Lisa E. Brody, Esq. Eric J. Schreiner, Esq. KLE1NBARD, BELL & BRECKER, LLP 1900 Market Street Suite 700 Philadelphia, PA 19103 Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino /Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 Defendant, Pro Se 0~?~3/2002 10:~7 7177~37467 AKER I IAMS .c. SHUMAKER WILLIAMS WRITgR'$ DIRECT DIAL NUMBER: WRITER'S E-MAIL: June 13, 2002 PAGE 717.909.1645 doouo~ohumakom411iamo,oom 02 The Honorable J. Wesley Oler, Jr. CTr~BERLAND COU'NTY COURTHOUSE One Courthouse Square Carlisle, PA 17013 BLM CTrOUp, Inc. (PA), et al. v. BLMYCRA, lnc., et al. C.C.P. Cumberland County, No. 02-2611 Civil Our File No. 716-02(2) ..Dear judge Olaf: By Order of May 31, 2002, Plaintiffs' Motion for Preliminary Injunction ("Motion") was scheduled for it heari~ on June 17, 2002 at 1:30 p.m. in the above-captioned matter. A partial settlement between some of the parties has reduced and may eliminate the need for a hearing on Pla/mt/~s' Motion. In light of the foregoing, we respe~tfiflly request that Your Honor continue the hearing scheduled for June 17, 2002 at 1:30 p.m. and reschedule the hearing for a later date, in the event the parties cannot re~h a settlement of the unresolved issues_ Thank-you for your consideration of this LWD/mac:143889 Very tnlly yours, Matthew Chabal, 1/I, Esquire (Via Tele~opier) Anfhnny I l~le.qfien, l~Rqnim (Via Telecopier) Steven J. Engclmyer, Esquire (Via Telecopier) CORRESPONDENCE: ROi BOX 88 PHONE;' 7i 7;~65,1121 FA~(;' 717.763.7419 READING, PA 610.929.5808 BLM GROUP, INC. (PA) : BLM GROUP, INC. (DE) : BLM ARCHITECTS, INC., : BLM ARCHITECTS, P.C., : BLM INTERIORS, INC. (PA), : BLM INTERIORS, INC. (DE), : BLM INTERNATIONAL, LTD., : BLM PROJECT MANAGEMENT, INC., : BLM DEVELOPERS, INC., PETER I. BENTIVEGNA, Plaintiffs Mo BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane Bryn Mawr, PA 19010, DOUGLAS C. L1NDSAY, 513 Springbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, IN THE COURT OF COMMON PLEAS OF CUMBERLAND couNTY, PENNSYLVANIA : No. 02-2611 Civil : _- .- : : : : : : . : : CIVIL ACTION - LAW : : and EQUITY ANTHONY J. MERLINO, 520 S. 22nd Street : Philadelphia, PA 19146, and : BENTIVEGNA, L1NDSAY, MARON, : MERLINO - ARCHITECTS, : 161 Rock Hill Road, : Bala Cynwyd, PA 19004, : Defendants : JURY TRIAL DEMAN] PRAECIPE TO REINSTATE COMPLAIN' TO THE PROTHONOTARY: Please reinstate the Complaint filed in the above-captioned matt Dated: 6/19/02 SHUMAKER WI[ C~;~'~urence W. Dagu Melissa A. Swaug~ P.O. Box 88 Harrisburg, PA 17 (717) 763-1121 )ED LIAMS, P.C. :, I.D. #19'~15/ r, I.D. #82382 108 Attorneys for Plaintiff : 144062 SHERIFF'S RETURN - REGULAR CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVA~NIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL J MICHAEL ICKES , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to says, the within COMPLAINT & NOTICE was served upon BLM/CRA INC the DEFENDANT at 1540:00 HOURS, at 401 E WINDING HILL ROAD MECHANICSBURG, PA 17055 CARL J DAVIS, CFO on the 3rd day of June , 2002 by handing to a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 6.90 Affidavit .00 Surcharge 10.00 .00 34.90 Sworn and Subscribed to before me this 22/~,~ day of (/~. ~,~ ~- o~'~ 2- A. D. / ~roth0hotary So Answers: R. Thomas Kline 08/13/2002 SHUMAKER WILLIAMS Dep~{f~ ~h-effi f f SHERIFF'S RETURN - REGULAR CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CPJI INC ET AL J MICHAEL ICKES , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon CRABTREE ROHRBAUGH & ASSOCIATES INC the DEFENDANT , at 1540:00 HOURS, on the 3rd day of June at 401 E WINDING HILL ROAD , 2002 MECIAZ~NICSBURG, PA 17055 by handing to CARL J DAVIS, CFO a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this ;~7~ day of Q~,, ~ ~)2~ A.D. --~ / Prothonotary ' ' So Answers: R. Thomas Kline 08/13/2002 SHUMA~ER WILLIAMS By: ~- Deputy Sheriff SHERIFF'S CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL RETURN - REGULAR J MICHAEL ICKES Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon CP~ABTREE THOMAS C the DEFENDANT , at 1540:00 HOURS, on the 3rd day of June at 401 E WINDING HILL ROAD 2002 MECH3~NICSBURG, PA 17055 by handing to CARL J DAVIS, CFC a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: So Answers: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 R. Thomas Kline .00 16.00 Sworn and Subscribed to before me this ~$,~ day of ~ L~2- ~ ~b A.D. /-! Pr~fhonA~ary' 08/13/2002 SHUMAKER WILLIAMS ~/ ' De~uhy Sheriff SHERIFF'S RETURN - CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLJLND BLM GROUP INC (PA) ET AL VS BLM/CP~A INC ET AL REGULAR J MICHAEL ICKES , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon ROHRBAUGH G DOUGLAS the DEFENDANT at 1540:00 HOURS, on the 3rd day of June at 401 E WINDING HILL ROAD 2002 MECHANICSBURG, PA 17055 by handing to CARL J DAVIS, CFO a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this ~_3~ day of ~-~, ~ ~ ~JL A.D. # ! Prothonotary So Answers: R. Thomas Kline 08/13/2002 SHUMAKER WILLIAMS ~ Deputy ~heriff SHERIFF'S RETURN - REGULAR CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL J MICHAEL ICKES , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon DAVIS CARL J the DEFENDANT , at 1540:00 HOURS, on the 3rd day of June , 2002 at 401 E WINDING HILL ROAD MECI43~NICSBURG, PA 17055 CARL J DAVIS by handing to a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this ~ day of ~,,~3- ~ 3_~ A.D. / ~ Prothohota~yl - So Answers: R. Thomas Kline 08/13/2002 SHUMAKER WILLIAMS // SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL R. Thomas Kline duly sworn according to law, says, that he made a diligent and inquiry for the within named DEFENDANT , to wit: MALICK PATRICIA D but was unable to locate Her in his bailiwick. deputized the sheriff of DELAWARE County, serve the within COMPLAINT & NOTICE Sheriff or Deputy Sheriff who being search and He therefore Pennsylvania, to On August 13th 2002 , this office was in receipt of the attached return from DELAWARE Sheriff's Costs: Docketing 6.00 Out of County 9.00 Surcharge 10.00 Dep Delaware Co 34.25 .00 59.25 08/13/2002 SHUMAKER WILLIAMS So answ s: ~ R. Thomas Kline Sheriff of Cumberland County Sworn and subscribed to before me J2~ day of~,,~ this ~ A.D. / ! Prothonotgr~ ' SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL R. Thomas Kline duly sworn according to law, says, that he made a diligent and inquiry for the within named DEFENDANT , to wit: LINDSAY DOUGLAS C but was unable to locate Him deputized the sheriff of CHESTER Sheriff or Deputy Sheriff who being search and in his bailiwick. County, serve the within COMPLAINT & NOTICE He therefore Pennsylvania, to On August 13th , 2002 , this office was in receipt of the attached return from CHESTER Sheriff's Costs: Docketing Out of County Surcharge Dep Chester Co 6.00 9.00 10.00 34.37 .00 59.37 08/13/2002 SHUMAKER WILLIAMS Sheriff of Cumberland County Sworn and subscribed to before me this 22,z~ day of ~ ~20~2_ A.D. ! I Prothonota~y~ ' SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL R. Thomas Kline , Sheriff duly sworn according to law, says, that he made a diligent and inquiry for the within named DEFENDANT , to wit: LINDSAY DOUGLAS C but was unable to locate Him in his deputized the sheriff of MONTGOMERY serve the within COMPLAINT & NOTICE or Deputy Sheriff who being search and bailiwick. County, He therefore Pennsylvania, to On August 13th , 2002 , this office was in receipt of the attached return from MONTGOMERY Sheriff's Costs: Docketing 6.00 Out of County 9.00 Surcharge 10.00 Dep Montgomery Co 33.00 .00 58.00 08/13/2002 SHUMAKER WILLIAMS Sheriff of Cumberland County Sworn and subscribed to before me this ~2~Qday of ~.~- ~6~-~ A.D. ~ ' Prothonotary ~ SHERIFF'S RETURN CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL - OUT OF COUNTY R. Thomas Kline duly sworn according to law, says, that he made a diligent and inquiry for the within named DEFENDANT , to wit: MARON UDO H , Sheriff or Deputy Sheriff who being search and but was unable to locate Him in his bailiwick. deputized the sheriff of MONTGOMERY County, serve the within COMPLAINT & NOTICE He therefore Pennsylvania, to On August 13th , 2002 , this office was in receipt of the attached return from MONTGOMERY Sheriff's Costs: Docketing 6.00 Out of County .00 Surcharge 10.00 Dep Montgomery Co 49.00 .00 65.00 08/13/2002 SHUlVLAKEA WILLIANS So answer~: ~.~i~3~C-<~ R. ~Thomas Kline Sheriff of Cumberland County Sworn and subscribed to before me this J)~t day of 2~o 2w A.D. ' ' Prothonotary' SHERIFF'S RETURN CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL - OUT OF COUNTY R. Thomas Kline duly sworn according to law, says, that he made a diligent and inquiry for the within named DEFENDANT , to wit: BENTIVEGNA LINDSAY MARON MERLINO-ARCHITECTS but was unable to locate Them in his bailiwick. deputized the sheriff of COMPANY County, serve the within COMPLAINT & NOTICE Sheriff or Deputy Sheriff who being search and He therefore Pennsylvania, to On August 13th , 2002 , this office was in receipt of the attached return from COMPANY Sheriff's Costs: Docketing 6.00 Out of County .00 Surcharge 10.00 .00 .00 16.00 08/13/2002 SHUMAKER WILLIAMS So answer_~.-- R.FThomas Kline Sheriff of Cumberland County Sworn and subscribed to before me SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-02611 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BLM GROUP INC (PA) ET AL VS BLM/CRA INC ET AL R. Thomas Kline duly sworn according to law, and inquiry for the within named DEFENDANT , to wit: MERLINO ANTHONY J but was unable to locate Him in his bailiwick. deputized the sheriff of PHILADELPHIA County, serve the within COMPLAINT & NOTICE , Sheriff or Deputy Sheriff who being says, that he made a diligent search and He therefore Pennsylvania, to On August 13th , 2002 , this office was in receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing 6.00 Out of County 9.00 Surcharge 10.00 Dep Philadelphia 116.00 .00 141.00 08/13/2002 SHUMAKER WILLIAMS R/. Thomas Kline Sheriff of Cumberland County Sworn and subscribed to before me this ~g~( day ~2. A.D. ~ ' Prothono%arg In The Court of Common Pleas of Cumberland County, Pennsylvania BL~ Group, Inc, (PA) et al ~, ~ VS. BLM/CRA, Inc. et al SERVE: Patricia D. Malick NO. 02 2611 civil NOW, May 31, 2002 , I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Delaware County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service Now, within ,20 , at o'clock M. served the upon at by handing to copy of the original and made known to the contents thereof. Sworn and subsc~v35ed before n e is fd_dayof,J ,200Z So answers, Sheriff of County, PA COSTS SERVICE MILEAGE AFFIDAVIT NOTARIAL SEAL SHERI L. ZUPPO, Notary Publlc Media Boro., Delaware County My Commission Expires Augus124r 2005 ~In The Court of Common Pleas of CUmberland County, Pennsylvania BL~ Group, Inc. (PA) et al VS. BI~/CRA, Inc. et al SERVE: Douglas C. Lindsay NO. 02 2611 civil Now, May 31, 2002 hereby deputize the Sheriffof Chester , I, SI-IERIFF OF CUMBERLAND COUNTY, PA, do County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service Now~ within upon at ,20 , at o'clock __ M. served the by handing to and made known to Sworn and subscribed before me this // day of (~L~ ,20tO~ copy of the original So answers, the contents thereof. COSTS SERVICE MILEAGE AFFIDAVIT Sheriff of County, PA In The Court of Common Pleas of Cumberland BIN Group, Inc. (PA) et al VS. . BIN/.¥RA, Inc. et al SERVE: Douglas C. Lindsay No. 02 County, Pennsylvania 2611 civil June I9, 2002 hereby deput/ze the Sheriffof Montgomery ., I, SHERIFF OF CUMBERLAND COUNTY, PA, do County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service ,20 t;x., at C>~/r'- o'clock M. served the by handing to copy of the ori~nal ~.,~'d'F / ~ and madeknownto the contents thereof. So answers, Notarial Seal He!ene Friedman, Notary Public ' Norristown Boro, Montgomery County Commission Expires Apr. 1, 2004 Sheriff of ' ' County, PA Sworn and subscribed before me thi~2) [~ dayo~ , 20 ~ R. THOMAS I<L~, _: Sheriff EDWARD L. SCHORPP Seli~or OFFICE OF THE SHERIFF One Cou~house Square Cadisle, Pennsylvania 17013 RONNY R. ANDERSON Chief Depul7 PATRICIA A. SHATTO Real Estate Deputy TO: Montgcmer~¢ County Sheriff BLM Group, Inc. (PA) et al VS BLN/CRA, /nc et al 02-2611 civil Enclosed please find to be served upon Notice and Ocmplaint Douglas C. Lindsay 513 Sprin~brook Lane Wayne, PA 19087 PERSON SE RVED~ou&~s reinstated RELATION / POSITION PLACE OF SERVICE .~i~ D,~I'E OF SERVTCE ~ ':F',~;ER OF ATTEMPTS_ Kindly make service thereof and send us your return of service. DEPUTY __ ~ Enclosed is the advance payment wl-tich you requested. L~y OF S£R¥ICE Very truly yogis, ' 'Enclosures: · R. Thomas Kline, Sheriff Cumberland CounW, Pennsylvania SHERIFF'S RETURN PROTHONOTARY: Y- 3143 DEFENDANT: Udo H. Maron DOCUMENT SERVED: Civil INDIVIDUAL SERVED: Udo Maron RELATIONSHIP TO DEFENDANT: Defendant DATE AND PREVAILING TIME: June 10, 2002 ~ 7:00 LOCATION: 401 Greyhorse Road, Willow Grove, PA June 13, 2002 Notary PubFtc Sheriff of Montgomery County Deputy Sheriff Bono R, THOMAS KLINE Sheriff EDWARD L. SCHORPP Solicitor OFFICE OF THE SHERIFF One Cou~house Square Carlisle, Pennsylvania 17013 RONNY R. ANDERSON Chief Depuly PATRICIA A. SHATTO Real Estate Deputy TO: Montgcmery County Sheriff B~ Group, Inc. (PA) et al VS BI/q/CRA, Inc et al 02-2611 civil Dear Sir: Enclosed please fred to be served upon Notice and Complaint 401 Greyhorse Road Willow Grove, PA 19090 in your County. IGndly make service thereof and send us your return of service. Enclosed is the advance payment wlfich you requested. P ^C[ o[ s ,V CEAZ, 5 T?~ OF SERVICE DATE OF~.~' ~:: ' , (~ NUMBER OF ATTEMPTS' Very truly yours, · R. Thomas Klin¢, Sheriff Cumberland County, Pennsylvania DEPUTY LAST DAY OF SERVICE In The Court of Common Pleas of Cumberland County, Pennsylvania BI2~ Group, Inc. (PA) et al VS. BII~/CRA, Inc. et al SERVE: Udo H. Mar6n No. 02 2611 civil ~J0w, May 31, 2002 hereby deputize the Sheriff of Montgcmery , I, SHERIFF OF CUMBERLAND COUNTY, PA, do County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Now, within Affidavit of Service' ,201~_,at 7d'~ o'clock_~f_M, servedthe upon at by handing to /_J.D ~' a and made known to copy of the ori~nal So answers, the contents thereof. Sworn and subscribed before me this day of ,20 Sheriff of County, PA COSTS SERUICE MILEAGE AFFIDAVIT SHERIFF'S RETURN PROTHONOTARY Y- 3143 DEFENDANT: Bentivegna, Lindsay, Moran, Merlino-Architects DOCUMENT SERVED: Civil INDIVIDUAL SERVED: Jessi Byrd RELATIONSHIP TO DEFENDANT: Person In Charge DATE AND PREVAILING TIME: June 11, 2002 ~ 10:50 LOCATION: 161 Rock Hill Road, Bala Cynwyd, PA June 13, 2002 Notary Public Sheriff of Montgomery County Deputy Sheriff Galluzzo R. THOMAS KL[NE Sheriff EDWARD L. SCHORPP Solicitor OFFICE OF THE SHERIFF One Cou~house Square Carlisle, Pennsylvania 17013 RONNY R. ANDERSON Chief Depuly PATRICIA A. SHATFO Real Estate Deputy TO: Montgcmery County Sheriff BLM Group, Inc. (PA) et al VS BLM/CRA, Inc et al 02-2611 civil Dear Sir: Enclosed please find Notice and Complaint to be served upon~0b~ Bentive~a, r.indsa¥, Moran, Merlino- Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 in your County. Kindly make service thereof and send us your return of service. Enclosed is the advance payment wh/ch you requested. RELATION i POSITION 'PLACE OF SERVICE ..... ~' ~: SERVICE ..- NUMBER OF ATTEMPTS / ,,- Ve~j traly yo~u/s, //'"/"~' ' R. Thomas Kline, Sheriff Cumberland County, Pennsylvania DEPUTY LAST DAY Og SERVICE_ ........ In The Court of Common Pleas of Cumberland County, Pennsylvania . ELM Group, Inc. (PA) et al VS. BLM/CRA, Inc. et al SERVE: Bentive~na, Lindsay, Maron l~o. 02 2611 civil Merlino - Architects ]xTow, May 31, 2002 hereby deputize the Sheriff of Montgcraery deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA , I, SHERIFF OF CUMBERLAND COUNTY, PA, do County to execute this Writ, this Affidavit of Service ,200o2 ,at tO~"D o'clock ~ M. servedthe by handing to a and made known to copy of the original So allswers~ the contents thereof. Sworn and subscribed before me this __ day of ,20 County, PA ~ Sheriffof COSTS SERhZlCE MILEAGE AFFIDAVIT Sheriff's No. 10780 AFFIDAVIT OF SERVICE Plaintiff: BLM GROUP, INC.,(PA) ETAL Vs. Defendant: ANTHONY J. MERLINO 520 SOUTH 22ND STREET PHILADELPHIA Court Name: COMMON PLEAS PA County Name: Cumberland Case No. 02-2611-CWIL 2611 COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF PHILADELPHIA That on d' / ~ t~7 ~ at '~ ~'~) a.rrrd~service of County Foreign Writ was made upon ANTHONY J. MERLINO by serving to and leaving with: ,~. ?/~, ?t~-~ f f~ ~ }~t'~ JJ/~/~~5 at: ~C~O ,~. ~c),l'xc~ ~4~/Lt~ in the City and Count of Philadelphia, Commonwealth of Pennsylvania. NOT FOUND: That on at [] Moved [] No answer [] Other [] Expired a.m./p.m, service was not made because: [] Unknown [] Vacant ~Competent Adult ~ Philadelphia County In The Court of Common Pleas of Cumberland County, Pennsylvania BLM Group, Inc. (PA) et al VS. BLM/CRA, Inc. et al SERVE: Anthony J. Merlino No. 02 2611 civil Now, May 31, 2002 hereby deputize the Sheriff of Philadelphia deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service , I, SHERIFF OF CUMBERLAND COUNTY, PA, do County to execute this Writ, this Now, ., 20 , at o'clock __ M. served the within ' upon by handing to a and made lmown to copy of the orig/nal So answers, the contents thereof. Sworn and subscribed before me this __ day of ,20__ Sheriffof County, PA COSTS SERVICE MILEAGE AFFIDAVIT BLM GROUP, INC. (PA) BLM GROUP, INC. (DE) BLM ARCHITECTS, INC., BLM ARCHITECTS, P.C., BLM INTERIORS, INC. (PA), BLM INTERIORS, INC. (DE), BLM INTERNATIONAL, LTD., BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA, Plaintiffs BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, pA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road Mechanicsburg, pA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road Mechanicsburg, pA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road Mechanicsburg, PA 17055, CARL J. DAVIS, 401 E. Winding Hill Road Mechanicsburg, PA 17055, PATRICIA D. MALICK, 5061 Brittany Lane Bryn Mawr, PA 19010, DOUGLAS C. LINDSAY, 513 Springbrook Lane Wayne, PA 19087, UDO H. MARON, 401 Greyhorse Road Willow Grove, PA 19090, · IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : · No. 02-2611 Civil .. ; CIVIL ACTION - LAW and EQUITY ANTHONY J. MERLINO, 520 S. 22nd Street Philadelphia, PA 19146, and BENTIVEGNA, LINDSAY, MARON, MER. LINO - ARCHITECTS, 161 Rock Hill Road, Bala Cynwyd, PA 19004, Defendants : JURY TRIAL DEMANDED PRAECIPE FOR DISCONTINUANCE TO: Curt Long, Prothonotary Please enter a discontinuance without prejudice of the above-referenced action as to all Defendants pursuant to Pa.R. Civ. P. 229(b). Dated: ~/~/~ SHUMAKER WILLIAMS, P.C. ~ ence W. Dague, I.D. ~9715 Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 : 147484 Attorneys for Plaintiffs .CERTIFICATE OF SERVICE I, Laurence W. Dague, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a true and correct copy of the foregoing Praecipe for Discontinuance on this date by depositing a copy of the same in the possession of the United States ma/l, first-class, postage prepa/d, addressed as follows: Matthew Chabal, III, Esquire DUANE MORRIS LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 (Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc.) Anthony J. Nest/co, Esquire NESTICO KORPOSH & DRUBY LLP 840 E. Chocolate Avenue Hershey, PA 17033 (Attorneys for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) Steven J. Englemyer, Esquire Lisa E. Brody, Esquire Eric J. Schreiner, Esquire KLEINBARD, BELL & BRECK. ER LLP 1900 Market Street, Suite 700 Philadelphia, PA 19103 (Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino) Bentivegna, Lindsay, Maron, Merl/no - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 SHUMAKER WILLIAMS, P.C. e W. Dague ~'~ ' P.O. Box 88 Harrisburg, PA 17108 (717) 763-I 121 BLM GROUP, INC. (PA),: BLM GROUP, INC. (DE),: BLM ARCHITECTS, INC.: BLM ARCHITECTS, P.C.,: BLM INTERIORS, INC. : (PA), BLM INTERIORS, : INC. (DE), BLM : INTERNATIONAL, LTD.,: BLM PROJECT MANAGEMENT, INC., BLM DEVELOPERS, INC., PETER I. BENTIVEGNA, Plaintiffs BLM/CRA, INC., 401 E. Winding Hill Road Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: THOMAS C. CRABTREE,: 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: G. DOUGLAS : ROHRBAUGH, : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: CARL J. DAVIS, : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: PATRICIA D. MALICK, : 5061 Brittany Lane : Bryn Mawr, PA 19010, : DOUGLAS C. LINDSAY,: 513 Springbrook Lane : Wayne, PA 19087, : UDO H. MARON, : 401 Greyhorse Road : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Willow Grove, PA 19090, : ANTHONY J. MERLINO,: 520 S. 22nd Street : Philadelphia, PA 19146, : and BENTIVEGNA, : LINDSAY, MARON, : MERLIN0-ARCHITECTS,: 161 Rock Hill Road : Bala Cnywyd, PA 19004, : Defendants : NO. 02-2611 CIVIL TERM IN RE: PLAINTIFFS' MOTION FOR PRELIMINARY INJUNCTION ORDER OF COURT AND NOW, this 24th day of September, 2002, upon consideration of the Praecipe for Discontinuance filed in the above matter, the hearing scheduled for September 26, 2002, is cancelled. Laurence W. Dague, Esq. Angela L. Thomas, Esq. Melissa A. Swauger, Esq. P.O. Box 88 Harrisburg, PA 17108 Attorneys for Plaintiffs Matthew Chabal, III, Esq. 305 North Front Street 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 Attorney for Defendants BLM/CRA, Inc. and Crabtree Rohrbaugh & Associates, Inc. BY THE COURT, /~esieyble~. Anthony J. Nestico, Esq. 840 E. Chocolate Avenue Hershey, PA 17033 Attorney for Defendants Steven J. Englemyer, Esq. Lisa E. Brody, Esq. Eric J. Schreiner, Esq. KLEINBARD, BELL & BRECKER, LLP 1900 Market Street Suite 700 Philadelphia, PA 19103 Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 Defendant, Pro Se