The URL can be used to link to this page

Home My WebLink About94-01627 ~ ; ~., "- '. , . . r ,"".~~~ ~w", ,_ ' ,,' .'" c,..,~~.".... . ,_' .:~,:,'~:.,~",~,:,i:~t,.~.:" .' .., ," . c- . ..' ~j;;,o:";..'~i .' ,.. .",.., .f ,..... . . i~~3~~',~ .:~;; ;' \ I'OWllLL'}r."GATJlS'.oC; " ...:i'i,~.: . ..~...""",-,-_... \, ii, (I" r f: 1: f I MARK B. HOWELL and JAMBS HARE, Plaintiffs, I IN THB COURT 01" COMMON PLEAS I CUMBBRLAND COUN'l'Y, PBNNSYLVANIA I I I CIVIL ACTION - LAW : : I NO. 94-1627 CIVIL TBRM I I vs. MaP, INC., formerly JcnOWD as ACCENT TEMPS, INC., and BONNIB L. PAYNB, Defendants. ANSWER '1'0 PBTI'1'ION FOR RULB TO SHOW CAUSB AND NOW, come MRP, Inc., Bonnie L. Payne and Lowell R. Gates, P.C. ("Respondents"). and make the following Answer to the petition for Rule to Show Cause filed by Mark E. Howell and James Hare ("petitioners"): 1. Admi t ted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. By way of further answer, Lowell R. Gates, P.C. forwarded a copy of the Interrogatories in Aid of Execution to Bonnie L. Payne on or about February 10. 1995. 6. Admitted. 7. Admitted. 8. Admitted. 9. Admitted. By way of further answer, Lowell R. Gates, P.C. has refused to reveal the current address of Bonnie L. Payne based upon attorney-client privilege and the duty of I I j I j I I I j ...'1. " " , , I -" confidentiality owed to Ms. Payne. 10. Denied as a conclusion of law requirinq no responsive pleading. WHBRBFORB, Respondents respectfUlly request that the Court issue an Order denying the instant petition and granting the petition of Lowell R. Gates, P.C. for leave to withdraw as counsel for Defendants herein. BY: Respectfully submitted, LOWELL R. GATES, P.C. 711/Mff "U-U Mark E. Halbruner 600 N. 12th Street, Suite 2 Lemoyne, PA 17043 (717) 731.9600 (Attorneys for Defendants) Dated: 4-h , 1995 VERIFICATION The undersigned hereby verifies that the facts averred in the foregoing Answer are true and correct to the best of his knowledge, information and belief. This verification is made subject to the penalties of 18 Pa.C.S.A. S4904 relating to unsworn falsification to authorities. 71W~ ~ Mark E. Halbruner 4-b , 1995 }f'..o;,:; '."", " ,~~";It;,~;.""",,.t~1n!~ ~oi~.,;!.. " CBRTIFlCATB OF SBRVICB I, Mark E. Halbruner, of the law firm of Lowell R. Gates, P.C., hereby certify that I served a true and correct copy of the foregoing Answer on this date by first-class United States mail to the following person at his address: Michael R. Rundle, Esquire Fowler, Addams, Shughart & Rundle 28 South Pitt Street Carlisle, PA 17013 (Attorneys for plaintiffs) LOWELL R. GATES, P.C. By: JJ7ak. ~/l[) Mark E. Halbruner 600 North 12th Street Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Defendants) Dated: 4-~ , 1995 l:R . :;;~ - ......... ;:::- .,.:r. - IH","l.' ,... !:";: ".-,., .::r I..a..C..U...,C C") ~5 l~ ~:.l :: - ,,-;V~ ,.,. . ,.,., . LI""--'": -- ~ r L: ., t.;::.'l.. :: '..5' ..." <> ~i . ~ ~ ~i u ~ . ~ ~ .. ~ z II) ~ ~I ~ ~~ ~] ., ~ 5 ,. p:: II) .e! .... z ~~ z td w "j..-j e~ .. .... uI 8 ~~..:l l~ ~B ~~ z S ~~IS !~ ~; ~ ZU ~~ ~ ~ ~~ .. .. Iii -' w ~~:s ~~ .. ~ ~ .ck ~ ~.!~ I ; S ~~~i ~ . ~ ~ 0 z ~ ~ ~ Ii. '.. (" .. ".""',.-; .~ ",~n ~ '. MARK B. It.JOLL and JAMBS BARB, Plainti!'ls, I IN THB CO~.~ OF COMMON PLEAS I CUMBBRLAND j:l>UNTY, PBNNSYLVANIA I I I CIVIL ACTION - LAW I I I NO. 94-1627 CIVIL TBRM I I VB. MaP, INC., formerly mown as ACCENT TEMPS, INC., and BONNIB L. PAYNE, Defendants. ORDER AND NOW, this day of , 1995, upon consideration of the foregoing petition for Rule to Show cause and the answer thereto, and after argument thereon, it is hereby ORDERED that the Petition for Rule to Show cause is denied and that Lowell R. Gates, P.C. is granted leave to withdraw as counsel for Defendants herein. BY THE COURT, , J. .'~ -.'--- Am) NOW, this day of , 1995, upon . MA1Ut B. HOWBLL and JAMBS BARB, Plaintiffs, I IN THB COURT OF COMMON PLBAS I CtlMBBRLAND COtmTY, PBNNSYLVANIA I I I CIVIL ACTION - LAW I vs. MaP, INC., formerly known as ACCENT TEMPS, INC., and BONNIB L. PAYNB, Defendants. . . : NO. 94-1627 CIVIL TBRM I I ORDER consideration of the foregoing Petition for Rule to Show Cause and the answer thereto, and after argument thereon, it is hereby ORDERED that the petition for Rule to Show cause is denied and that Lowell R. Gates, P.C. is granted leave to withdraw as counsel for Defendants herein. BY THE COURT, , J. ..'--.,...,.,"",.~,_..- . MARK B. HOWBLL and JAMBS HARB, Plaintiffs, I IN THB COURT OP COMMON PLBAS I CUMBBRLAND COONTY, PBNNSYLVANIA I I I CIVIL ACTION - LAW I : I NO. 94-1627 CIVIL '1'BRM I : vs. MaP, INC., formerly known as ACCBNT TEMPS, INC., and BONNIB L. PAYNB, Defendants. ANSWER '1'0 PBTI'1'ION POR RULB TO SHOW CAUSE AND NOW, come MRP, Inc., Bonnie L. Payne and Lowell R. Gates, P.C. ("Respondents"), and make the fOllowing Answer to the Petition for Rule to Show Cause filed by Mark E. Howell and James Hare ("Petitioners") : 1. Admi t ted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. By way of further answer, Lowell R. Gates, P.C. forwarded a copy of the Interrogatories in Aid of Execution to Bonnie L. payne on or about February 10, 1995. 6. Admitted. 7. Admitted. 8. Admitted. 9. Admitted. By way of further answer, Lowell R. Gates, P.C. has refused to reveal the current address of Bonnie L. Payne based upon attorney-client privilege and the duty of r- .,.,..: -__,,:....._~', confidentiality owed to Ms. Payne. 10. Denied as a conclusion of law requirinq no responsive pleadinq. WHERBFORB, Respondents respectfully request that the COurt issue an Order denyinq the instant Petition and qrantinq the petition of Lowell R. Gates, P.C. for leave to withdraw as counsel for Defendants herein. BY: Respectfully submitted, LOWELL R. GATES, P.C. 111~ wLlJ Mark E. Halbruner 600 N. 12th Street, Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Defendants) Dated: /.{-h , 1995 I/,."".,.y-.,..,...... .'.....''<-,_ VERIFICATION The undersiqned hereby verifies that the facts averred in the foregoinq Answer are true and correct to the best of his knowledge, information and belief. This verification is made subject to the penalties of 18 Pa.C.S.A. S4904 relatinq to unsworn falsification to authorities. ?1W~ Mt.t1? Mark E. Halbruner 4-b , 1995 LOWELL R. GATES, P.C. CBRTIFICATB OF SBRVICB I, Mark E. Halbruner, of the law firm of Lowell R. Gates, P.C., hereby certify that I served a true and correct copy of the foregoing Answer on this date by first-class united States mail to the following person at his address: Michael R. Rundle, Esquire Fowler, Addams, Shughart & Rundle 28 South pitt Street carlisle, PA 17013 (Attorneys for Plaintiffs) By: nwJc-. UtrlO Mark E. Halbruner 600 North 12th Street Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Defendants) Dated: 4-~ , 1995 , .~"/',ii\~.:;.'ja'<_l~>-;. \ \ ~Ll Vd ';U};OIll8"( Z, a:nRs ~QQJ~S q~tl 'N 009 'O'd 'SOlID .~ nOMO'l ..'.e......". .. ," --'I " I I 1 < ......,...,;..;l ,,;.'1. " ,., , '.'.,. '_._p- \ :} / / . Co! At.u ~ cd'31 .81:1 a .... 0'" .-5 ~ ~~.... . = "III ~~l!l~ .s~~! , '-~, t:.~l~:;i-~c.,\~;V..}(.....;:';,-"ttJ~:'" ;., ~~..:,' :i:~'I;1 ',' ~'.r\l ,., :,' if ~~.,,' . '-: . ...'.. " I .,......,.: ~ ,--.. .""- , "'\ ~.~, '" -.;~ ~.I.,,/,~,,~!~:\~,;"-1,jt ..:i~ '1'i<,"";:"'" r \ .~: !C"'.,< ~-I' " ,1 . .;,"':."'{ , . Zl~" t,~~,{j , . -'1-" 1 .,,',~ ~~..t ~~"',,:" ,,'e. ~. " .,,: .~.'.. ~", I\>^~ ';' ',+"'-;," T - . 1-.' "''''()';\~J!\:~?_~[f'li.t~...;;f.& ..-'.:~ 'LAWO""C.I'O,.~,'t"..;'1'1'-''''''''1;'';'jC,,,~' e.t-,' "t!,L,...L.~r". (. '''-!~'ll,,{''':il ~: 'l'. "'("-~'~~l~,,,:f..,t.;.,~:;~'.~Ct:': '--""4C~, ....$. \.,;;,...... '_1.-~V_~~.t~' 10"'....'\1'"'" ",,'W ." t':,!" '~..I5.;~"\: ~ :,' , ,-:., ~ ,~ ~~~.'-i""~:..J~;1'1i' .~ ,'" ...... R' .......G' ,.' ." '". . .<-. ",.. ~\.:.-:....~.; ',; i~'~ ': ~~.,~:.t,x:'!i :Lo'. ..u...; ~( " tI I . {'(':<;I"< li""'" .,,';:l~.~ ." f. rJ-" ~I".<." t .(~ , : ".,,"<~';<Z:f"'''!C''r\-:j:;,*"T, . OWlLL", ..c ATES"P C',."" :,y,' l " ."_,,,,',,{t;,'i~~~ " ,'.'_f~~'~"'-Tl'.x..>.f."",_~_ \"$.~-,..4 . . . '. 1'....\...', ".: '(~'.,~ "r.'-'Ii"::ll::"'j...".. ;.j~ .. ".. .. ~"':r .' ~. . ..~, . ' .. ~"",,' "~h ....: 'i';' . "" " '''L~~.;-,,*.:; ':,i{lf~~~~:\/tVV:t~,~",~,'\>,i.,-../" " ~ .-L",~.' ~~ < . __,..... ""'H \,'f' N~ <~" r --t-..'K ':,V J,' ~:~","""~.<>'ltt:'r;J :..~ ~i , " }.>:"~~d.;;~~,:~7'~,t,~"'-t~~~ V..'H".1mtlTMn ..na:u.tcriN,NNHm.: ., \ ~< ~ . ;:'!~r~'i:"-':~ ",~,\l;!~.;~~~ :t ,,:," ~:_t:1-~:xfw!~,}'If)~!!~ ~;;;:.t~~Jr;J::i~:;"~:f'{ ~>~;'~;!\f'~i, '1'>,' > <'~...'-'{ ,',,~.. t>-Y~~'~,~ :.:t~"r~3'~;::<>;;,':.~D:7~;..~..tl:!i~i"~;f ' . ~.-... ~OJ; .~ "'",,"_. ~.'" ""'T.t.n:.O'\""",.~.. ~ h" "1'.( .~ - ~,' .......,-C.~.y.. '''-"",' ,r d;.~ ~ ,-i'-' '.'1":' '~~-"'~'~.,'i-~ ~.~"..."",,,"ilt.;.~.~~~t . MARK E. HOWELL and JAMBS HARE, Plaintiffs, I IN THB COURT OF COMMON PLBAS I CUMBERLAND COUNTY, PBNNSYLVANIA I I I CIVIL ACTION - LAW I I I NO. 94-1627 CIVIL TERM I I vs. MRP, INC., formerly known as ACCBN'l' TEMPS, INC., and BONNIB L. PAYNE, Defendants. ORDBR AND NOW, this day of 1995, upon consideration of the foregoing petition for Rule to Show cause and the answer thereto, and after argument thereon, it is hereby ORDERED that the petition for Rule to Show Cause is denied and that Lowell R. Gates, P.C. is granted leave to withdraw as counsel for Defendants herein. BY THE COURT, , J. , . '. , I ~.:~;:~!>l: ~..- .- " l I j I ,j ./ Ql o-t 'tl I:l ::s ~ Qlloll M .,..; .aJ g.~ 1Il.c: Csl 0I.u ;:lQl l"'l ..c: Ql o-t QlUlM 0 o-t .u C-- ~..tn ..... s:: ,n ;:le.uCO ~ltl4JO< 'tl..-i N a. o'tl a. ~< )(. .c:OQl o-t ..u III o-t QlM;:l III ltl Ql 0 o'.-i .c:o-tUlOo-t U:J I.l 0.-1 oeo . ClS :Er>..Na.U , ! , .: I,) ~ .., o. Ne; ~ W'" ...~ -< ::l- ... UlZ 0 .< *~ l;;~ w:>- H~ a:Ul ...z UlZ XW .. \;; D.. .. ..l ~W " ..l 'Z ~ Z:>- \ . ~~ 0 W ..J ~ '..--- '.^ \: ' "- '1_..' ~ '- ~ /, t .. r'/' ';' Ii . -- '. ~ r.- L':.:..;;'~^ I1AR 2 7 1995 fr> MARK E. HOWELL and JAMES HARE, . . . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs . . . . v. : CIVIL ACTION - LAW . . MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . : NO. 94-1627 CIVIL TERM . . . . AND NOW, this ORDER OF COURT 2,r day of March, 1995, upon Petition of Michael R. Rundle, Esquire, attorney for Plaintiffs, a Rule is issued upon Respondents MRP, Inc., Bonnie L. Payne, and Lowell R. Gates, P.C. to show cause Why Petitioners' Interrogatories in Aid of Execution should not be answered before Respondent Lowell R. Gates, P.C. is granted leave to withdraw as counsel and why Respondent Lowell R. Gates, P.C. should not be required to divulge the current address of Respondent Bonnie L. Payne before being granted leave to withdraw as counsel. RULE returnable If) days after service. By the Court, r4L J. ~...... I, -"~", '-", . HAR 30 8 06 AH '95 , , . , I . ,Tf'CE Of ",j~, "jHOH~r",,~, r.Ut04C; ":./!iO ~r,i;!, rr r'L;lhSI'~"'4~'.1 '1 i j I ( 'J ',\ ;.~ i, -, l~J! -~ ., , L . J , 1 1: .' MARK E. HOWELL and JAMES HARE, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs . . . . v. CIVIL ACTION - LAW : MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . NO. 94-1627 CIVIL TERM . . . . PETITION FOR RULE TO SHOW CAUSE AND NOW, comes the Plaintiffs, Mark E. Howell and James Hare, by and through their attorneys, Fowler, Addams, Shughart & Rundle, and petition the court as follows: 1. The Petitioners are Mark E. Howell, an adult individual residing at 1054 South Pitt street, Carlisle, Pennsylvania, and James Hare, an adult individual residing at 1205 Redwood Hills Circle, Carlisle, Pennsylvania. 2. The Respondents are MRP, Inc., a Pennsylvania corporation, Bonnie L. Payne, an adult individual, both of whose current addresses are unknown; and Lowell R. Gates, P.C., a professional corporation, with its principal place of business at 606 North 12th street, Suite 2, Lemoyne, Pennsylvania. 3. Respondent Lowell R. Gates, P.C. is counsel of record in the within action for Respondents MRP, Inc. and Bonnie L. Payne. 4. On December 6, 1994, judgment was entered against Respondents MRP, Inc. and Bonnie L. Payne in favor of Petitioners Howell and Hare in the amount of $80,250.00, plus an additional amount of $35,000.00 in favor of Petitioner Howell alone. " 5. On February 8, 1995, Respondent Lowell R. Gates, P.C. was served with Interrogatories in Aid of Execution directed to Respondent Bonnie L. Payne, a copy of which is attached hereto as Exhibit "A". 6. No answers have been filed to date by Respondent Bonnie L. Payne. 7. Respondent Bonnie L. Payne has moved from the Commonwealth of Pennsylvania and her whereabouts are unknown. 8. Respondent Lowell R. Gates, P.C. has filed a Petition for Leave to Withdraw its appearance for Respondents MRP, Inc. and Bonnie L. Payne. 9. Respondent Lowell R. Gates, P.C. has refused to reveal the current address of Respondent Bonnie L. Payne. 10. Petitioners are unable to execute on their judgment without knowing the whereabouts of Respondent Bonnie L. Payne. WHEREFORE, Petitioners request this court to issue a Rule upon the Respondents to show cause why Petitioners' Interrogatories in Aid of Execution should not be answered before Respondent Lowell R. Gates, P.C. is granted leave to withdraw as counsel, and, why Respondent Lowell R. Gates, P.C. should not be required to divulge the current address of Respondent Bonnie L. Payne before being granted leave to withdraw as counsel. FOWLER, ADDAMS, SHUGHART & RUNDLE ~ ltul ~ R ~lt~, M1chael R. Rundle Supreme Court 1.0. No. 27768 28 South Pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Petitioners By: ~ MARK E. HOWELL and JAMES HARE, . . . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs . . : v. : CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants : NO. 94-1627 CIVIL TERM . . INTERROGATORIES IN AID OF EXECUTION TO: Bonnie L. Payne c/o Mark E. Halbruner, Esq. Lowell R. Gates, P.C. 600 North 12th Street, suite 2 Lemoyne, PA 17043 You are required to file answers to the following interrogatories within twenty (20) days after service upon you. 1. State your current residence address and, if different, your current mailing address. ANSWER: 2. State your present employment, to include the name of the employer, the address, the title or position with the employer, and your annual income. ANSWER: EXHIBIT "A" - 3. Identify all savings and/or checking accounts held in your name or owned jointly with others to include the account number, the bank or other savings institution, the current balance, and, if joint, the identity of all persons having an interest in each account. ANSWER: 4. Identify all stocks, bonds, and mutual funds, held in your name alone or owned jointly with others, to include the name of the company, the number of shares owned, the current share value, and, if joint, the identity of all persons having an interest with you. ANSWER: c.... i1r"t.,!f;; . 5. List all other assets presently owned by you individually or jointly with others, the date on which each such asset was acquired, the manner in which it was acquired, and whether there are any liens presently encumbering said asset. ANSWER: 6. state the unpaid balance of principal and interest owed to you by Marianne Fidler as of October 21, 1994 on the Installment Promissory Note of June 9, 1994. ANSWER: . 7. state the date and amount of each payment made to you by Marianne Fidler on the Installment Promissory Note of June 9, 1994, after October 21, 1994. ANSWER: 8. state the unpaid balance of principal and interest owed to you by Marianne Fidler as of December 15, 1994, on the Installment Promissory Note of June 9, 1994. ANSWER: 9. Have you received any funds, gifts or other payments from Marianne Fidler, her heirs or assigns, or from any company controlled by her since December 16, 1994. ANSWER: , > i 10. Has there been or is there now any agreement or understanding, oral or written, by which Marianne Fidler, her heirs or assigns, or any company controlled by her, have agreed to pay you any funds, gifts, or payment of any kind; and if so, describe such agreement or understanding, if in writing, produce the same? ANSWER: 11. state the manner in which all payments referred to in Interrogatory No. 7 were disposed of, to include the identity of the recipient(s) of any portion of said payments, the amounts given to said recipient(s), and the dates upon which such dispositions were made. ANSWER: FOWLER, ADDAMS, SHUGHART & RUNDLE By: ~~pQiQ~ Michael R. Rundle - supreme Court 1.0. No. 27768 28 South Pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs I,t '." , ".:Ui.tUJ, MARK E. HOWELL and JAMES HARE, . . . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs . . . . v. : CIVIL ACTION - LAW : MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . : NO. 94-1627 CIVIL TERM . . CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Interrogatories in Aid of Execution was served upon Bonnie L. Payne on the date and in the manner indicated below: Service by first class mail addressed as follows: Mark E. Halbruner, Esq. Lowell R. Gates, P.C. 600 North 12th Street, Suite 2 Lemoyne, PA 17943 Attorneys for Defendants ~U;'I~Q(lJi~~ Michael R. Rundle Supreme Court 1.0. No. 27768 FOWLER, ADDAMS, SHUGHART & RUNDLE 28 South Pitt Street P.O. Box 208 Carlisle, PA 17013 Attorneys for Plaintiffs Dated: February ~ , 1995 . VERIFICATION Mark Howell hereby verifies that the facts set forth in the foregoing Petition are true and correct to the best of his knowledge, information and belief, and understands that false statements herein are made subject to the penalties of 18 Pa. C.S. 54904 relating to unsworn falsifications. ~/f~# ~ DATE: ~/ ~l/9.r f ..,""' ..._~.^ l,....."~_ .~~ ;=."~ f~,.~".J,,,......,,,>.. aft Ga - :'C'~ ...el:- w.-::~.. =~,~:... 1_<l.l -"t L_:'t; t"';>.- ~.. , .~~";: :oc: ..... Ln> .... ":T' '_'...l" v.:!" ,_ ~:'.W ."_r-. . ...., ...'" 00 ac: .... .... '---- ,c..'.....:.." -' MARX E. HOWELL and JAMBS HARE, PlaintiffS, I IN THE COURT OF COMMON PLEAS I CtJMBBRLAND COUNTY, PBNNSYLVANIA I I I CIVIL ACTION - LAW I I I NO. 94-1627 CIVIL TERM I VS. MaP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants. . . ORDER AND NOW, this ~ day of 1""n'l consideration of the foregoing Petition, it is , 1995, upon hereby ORDERED that Lowell R. Gates, P.C. is granted leave to withdraw its appearance as counsel for defendants, MRP, Inc. and Bonnie L. Payne, in the above-captioned matter. BY THE COURT, ~'A,~ J. / , ~PR 'J , l~ r~ '95 '>flr,~ ut ',. 1..0t;"'~r,\ l;t)h~ . j :,:~'j t:-' ,:; It ~'(>n.,,).~.t~.!~ < , . ~ - MARK B. HOWBLL and JAMBS HARB, plaintiffs, . . IN THB COURT OF COMMON PLEAS I CUMBBRLAND COUNTY, PBNNsyr,vANIA I I I CIVIL ACTION - LAW va. : MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIB L. PAYNB, Defendants. I : NO. 94-1627 CIVIL TBRM . . . . PETITION FOR LEAVE TO WITHDRAW APPEARANCE AND NOW, comes Lowell R. Gates, P.C. ("petitioner"), counsel for defendants in the above-captioned matter, and represents as follows: 1. petitioner is counsel of record for defendants, MRP, Inc. and Bonnie L. Payne. 2. Judgment was entered against defendants and in favor of plaintiffs on October 21. 1994. 3. No appeals have been filed. 4. Bonnie L. Payne, an individual defendant and the president and sole shareholder of MRP. Inc., now resides in the State of Florida. 5. Attached hereto as Exhibit "A" is a Consent to withdrawal of Counsel executed by Bonnie L. Payne. WHBRBFORE, petitioner respectfully requests that the Court enter an order granting petitioner leave to withdraw its appearance as counsel for defendants in the above-captioned matter. Respectfully submitted, BY: LOWELL R. GATES, P.C. rrvdr. !i-CP Mark E. Halbruner 600 N. 12th Street. Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Defendants) Dated: ~ - ::1-\ , 1995 VBRIFlCATION The undersigned hereby verifies that the facts averred in the foregoing petition are true and correct to the best of his knowledge, information and belief. This verification is made subject to the penalties of 18 Pa.C.S.A. 54904 relating to unsworn falsification to authorities. 'Yl1YJ,,/r. ~({2 Mark E. Halbruner )-~\ , 1995 ~VUIBI9 ... r:: ........ " , ~h. ".:;.....",.. I vs. I IN THB COURT OF COMMON PLBAS I CUMBBRLAND COUN'l'Y, PBNNSYLVANIA I I I CIVIL ACTION - LAW I I I NO. 94-1627 CIVIL TBRM MARX B. HOWBLL and JAMBS HARB, plaintiffs, MRP, INC., formerly known as ACCBNT TBMPS, INC., and BONNIE L. PAYNB, Defandants. . . CONSBNT TO WITHDRAWAL OF COUNSEL I, BONNIE L. PAYNE, am the individual defendant and the president and sole shareholder of the corporate defendant in the above-captioned matter. I hereby consent to the withdrawal of Lowell R. Gates, P.C. from its appearance as counsel for the defendants in the above-captioned matter. ~_'M// ~ BONNIE L. PAYNE Dated: 3//;2 , 1995 . l1A1U 9 1995 -.p.J CBRTIPlCATB OF SBRVICB I, Mark E. Halbruner, of the law firm of Lowell R. Gates, P.C., hereby certify that I served a true and correct copy of the foregoing petition on this date by first-class united States mail to the following person at his address: Michael R. Rundle, Esquire Fowler, Addams, Shughart & Rundle 28 South Pitt Street Carlisle, PA 17013 (Attorneys for plaintiffs) LOWELL R. GATES, P.C. By: rncJC. ~02 Mark E. Halbruner 600 North 12th Street Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for defendants) Dated: ":) - hi , 1995 . -.^ ..~ .-.,--.-. -.~' . _._,~ -. -,. - .--+ .-, . -, <t) v,q.: ~i ~ 1 tt F . ~ u . ~ '" ~ l3 z CI) '" . J1 j ~ 5 ~ ~ cfl ~ >- <II ~ ~ I z j ~ ffi e~ lL .~ >.. ij ul ~~~ 1 .-t . ii: I . z ~~ .~ >- ~ 0 ~ ~= ::I 01 i ~~~ ~ ~~~ Iii ~ ~ ~ .. Ul HN .. a: ~~~ t::l Ii; fA ~~; ~ ~ ~ s . 0 ~~~ ~~ ~~! z . ~ !i! ~ . . . ~ \ "-......... '--, - -, , , . :" , ~. , I ";jl ~.,~.,' ~"',{ . ""'-1" ~ . '?), <0/,. :~ '1. . . " .~. . .' '1'.' ~...: .~ IF rr -1 ,I; Ii ft. " r~'r--."-~ . i-..-,~ MARK E. HOWELL and JAMES HARE, . . . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA plaintiffs v. : CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants : NO. 94-1627 CIVIL TERM I' 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 Amended 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 Amended Complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO A 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 OUR WHERE YOU CAN GET LEGAL HELP. Court Administrator Fourth Floor Cumberland County Courthouse carlisle, PA 17013 Telephone: (717) 240-6200 "~!"". ::,. ,.. ,. ~ i , MARK E. HOWELL and JAMES HARE, . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA . . Plaintiffs . . . . v. : CIVIL ACTION - LAW . . MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants : NO. 94-1627 CIVIL TERM . . . . AMENDED COMPLAINT AND NOW, come the plaintiffs, Mark E. Howell and James Hare, by their attorneys, Fowler, Addams, Shughart & Rundle, and make the following Complaint: 1. The plaintiffs are Mark E. Howell, an adult individual residing at 1054 South pitt street, Carlisle, Cumberland County, Pennsylvania (hereinafter referred to as "Howell"), and James Hare, an adult individual residing at 1205 Redwood Hills circle, CarliSle, Cumberland County, Pennsylvania (hereinafter referred to as "Hare"). 2. The defendants are MRP, Inc., formerly known as Accent Temps, Inc., a Pennsylvania corporation having its principal place of business at 401 Country Club Road, Camp Hill, Cumberland County, Pennsylvania, and its former principal place of business at 3344 Trindle Road, Camp Hill, Cumberland County, Pennsylvania (hereinafter referred to as "Accent Temps"), and Bonnie L. Payne, an adult individual residing at 401 Country Club Road, Camp Hill, Cumberland County, Pennsylvania (hereinafter referred to as "Payne"). 3. Defendant Accent Temps was engaged in business as a personnel. agency providing temporary help services. 4. Defendant Payne is the sole stockholder and the president of the defendant, Accent Temps. COUNT r HOWELL v. ACCENT TEMPS and PAYNE 5. The averments contained in Paragraphs 1 through 4 are incorporated herein by reference. 6. On September 10, 1991, the plaintiff, Howell, entered into a written contract with the defendant, Accent Temps, a copy of which is attached hereto as Exhibit "A" and incorporated herein. 7. By the terms of said contract, said plaintiff paid to said defendant the sum of Fifty Thousand ($50,000.00) Dollars in consideration for which said defendant was to pay said plaintiff one and one half (1~%) percent of its gross receipts on a monthly basis. 8. By the terms of said contract in the event said defendant should sell its assets to a third party, said defendant was obligated to pay said plaintiff the sum of one and one-half (1~%) percent of the purchase price paid by the third party purchaser, plus Fifty Thousand ($50,000.00) Dollars. 9. By written agreement dated August 15, 1992, the terms of said contract of September 10, 1991 (Exhibit "A") were modified in that both defendants, Accent Temps and Payne, became obligated 1 -2- .. ~ I , . . h ~ I to pay said plaintitt the sum ot Nine Hundred ($900.00) Dollars per month in lieu ot the percentage of the gross receipts ot the detendant, Accent Temps, and that in the event ot the sale of its assets to a third party, both said defendants became obligated to satisfy the debt on the investment amount of Fifty Thousand ($50,000.00) Dollars to said plaintiff on the same terms as averred in Paragraph 8 hereof. A copy of said agreement of August 15, 1992, is attached hereto as Exhibit "B" and incorporated herein. 10. Said plaintiff believes and avers that the assets of the defendant, Accent Temps, have been sold to a third party, and said defendant has discontinued operation as a temporary help agency. 11. Said defendants have failed to pay said plaintiff the sum of one and one-half (1%%) percent of the purchase price paid by such third party purchaser, plus Fifty Thousand ($50,000.00) Dollars, thereby breaching said agreement of September 10, 1991 (Exhibit "A"), as modified by said agreement of August 15, 1992 (Exhibit "B"). 12. Said defendants have failed to pay said plaintiff the sum of Nine Hundred ($900.00) Dollars per month since May, 1993 to date, thereby breaching said agreement of September 10, 1991 (Exhibit "A"), as modified by said agreement of August 15, 1992 (Exhibit "B"). -3- t~ WHEREFORE, said plaintiff demands judgment be entered in his favor against the defendants, Accent Temps and Payne, as follows: (a) Against both said defendants in an amount equal to the sum of one and one-half (1;\) percent of the purchase price paid by the third party purchaser, plus Fifty Thousand ($50,000.00) Dollars, interest and costs of suit; and (b) Against both said defendants in the sum of Nine Thousand ($9,000.00) Dollars, plus an additional Nine Hundred ($900.00) per month commencing March 1994, until paid. COUNT II HOWELL v. ACCENT TEMPS and PAYNE 13. The averments contained in Paragraphs 1 through 4 are incorporated herein by reference. 14. By written agreement dated January 13, 1993, the plaintiff, Howell, agreed to lend the defendants, Accent Temps and Payne, a sum of money as a line of credit for the purpose of cash flow to enable the business of the defendant, Accent Temps, to operate and grow. A copy of said agreement is attached hereto as Exhibit "c" and incorporated herein. 15. Pursuant thereto, said plaintiff loaned to said defendants a total sum of Thirty-nine Thousand ($39,000.00) Dollars. 16. The sum of Eleven Thousand ($11,000.00) Dollars has been repaid to said plaintiff by said defendants leaving a balance due of Twenty-eight Thousand ($28,000.00) Dollars. -4- ~:~.:~,. 17. Said defendants have refused and continue to refuse to pay said plaintiff the outstanding unpaid balance due. WHEREFORE, said plaintiff demands judgment be entered in his favor against the defendants, Accent Temps and Payne, in the sum of Twenty-eight Thousand ($28,000.00) Dollars, plus interest and costs of suit. COUNT III HOWELL and HARE v. PAYNE and ACCENT TEMPS 18. The averments contained in Paragraphs 1 through 12 are incorporated herein by reference. 19. By the terms of said agreement dated August 15, 1992 (Exhibit "B"), the plaintiffs, Howell and Hare, agreed to purchase from the defendant, Payne, and said defendant as sole stockholder of the defendant, Accent Temps, agreed to sell to said plaintiffs said corporate defendant and substantially all of its assets. 20. Pursuant to the terms of said contract, said plaintiffs paid to said defendants as a purchase deposit the sum of Thirty-five Thousand ($35,000.00) Dollars. 21. Settlement under said contract was to occur on or before January 4, 1993, but was extended to April 5, 1993, by said agreement dated January 13, 1993 (Exhibit "C"). 22. Pursuant to the terms of said contract, said plaintiffs provided said defendants with a written schedule allocating the -5- purchase price on April 5, 1993. A copy of said schedule is attached hereto as Exhibit "D" and incorporated herein. 23. Said contract was contingent upon, inter alia, said ~efendants' providing to said plaintiffs: (1) certificates of good standing and no lien certificates issued by the Commonwealth of Pennsylvania and by the Pennsylvania Department of Revenue for said corporate defendant; and (2) satisfactory evidence that United states and Pennsylvania corporate tax returns were properly prepared and filed for the previous five (5) years, and that no audits, penalties or disputes with any taxing or governmental authorities were pending, such evidence to be available for inspection by said plaintiffs on or before the settlement date. 24. Said defendants failed to provide such certificates and evidence to said plaintiffs on or before April 5, 1993. 25. Said plaintiffs believe and aver that on April 5, 1993, said corporate defendant owed delinquent taxes to the Internal Revenue Service and to the Pennsylvania Department of Revenue. 26. Federal and state tax liens, including penalties, interest and costs, in favor of the Internal Revenue Service and the Pennsylvania Department of Revenue totaling in excess of One Hundred Twelve Thousand ($112,000.00) Dollars for tax periods ending on or before May 31, 1993, have been filed in the Office of the Prothonotary in and for Cumberland County, Pennsylvania, against the defendant, Accent Temps. -6- r I . ! 27. Said contract provided that said defendants' failure to fulfill such conditions would result in said contract being null and void and would require a refund of said purchase deposit by the said defendants to said plaintiffs. 28. Although requested to do so by said plaintiffs, said defendants have failed to refund said purchase deposit to said plaintiffs. WHEREFORE, said plaintiffs demand that judgment be entered in their favor against the defendants, Payne and Accent Temps, in the sum of Thirty-five Thousand ($35,000.00) Dollars, plus interest and costs of suit. FOWLER, ADDAMS, SHUGHART & RUNDLE By: .. ohn B. Fowler, III, Esq. upreme Court 1.0. No. 06273 28 South pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs -7- ........-.....-........ ..-...".........- VERIFICATION Mark E. Howell hereby verifies that he is one of the plaintiffs above named, and that the facts set forth in the foregoing Amended Complaint are true and correct to the best of his knowledge, infurmation and belief, and understands that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904 relating to unsworn falsifications to authorities. Dated: April t.j , 1994 J?I..// ~~ ___ Mark IV- owell VERIFICATION James Hare hereby verifies that he is one of the plaintiffs above named, and that the facts set forth in the foregoing Amended Complaint are true and correct to the best of his knowledge, information and belief, and understands that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904 relating to unsworn falsifications to authorities. Dated: April ~+h, 1994 -....!-,.". . , L.. ~_..... COpy JNVES1"MijNf CONTRACf THIS CONTRACT made and entered into this /1.) day of _ ~~ , 1991, by and between: ACCENT TEMPS, INC., a Perinsylvania corporati n having its office and place of business at 3344 Trindle Road, Camp Hill, Pennsylvania, hereinafter referred to as "Corporation," and MARK HOWELL, an individual, hereinafter referred to as "Investor," witnesses that: WHEREAS, Corporation is duly organized and existing under the laws of the Commonwealth of Pennsylvania, engaged in business as a personnel agency providing temporary help services; and WHEREAS, Investor desires to invest the sum of Fifty Thousand and No/100 ($50,000.00) Dollars in Corporation's business upon the terms and conditions more fully set forth below; and WHEREAS, the parties have come to an agreement upon the terms and conditions of such investment and desire to commit the same to writing; NOW THEREFORE, in consideration of the foregoing premises, as well as in consideration of the covenants and promises hereinafter to be kept and performed by the parties hereto, it is agreed as follows: 1. Investor hereby pays to Corporation the sum of Fifty Thousand and No/100 ($50,000.00) Dollars in cash, the receipt of which is hereby acknowledged, said sum to be used and applied for the corporate benefit as the Board of Directors may from time to time detennine. 2. In consideration of such investment by Investor, Corporation covenants and agrees to pay to Investor an amount equal to one and one-half (1 ~%) per cent of its gross receipts, same to be computed and paid monthly. For purposes of this paragraph, "gross receipts" shall be deemed and construed to mean all fees, commissions or other payments received by Corporation in payment for the performance of temporary help services. 3. The payments to Investor as provided in Paragraph 2, above, shall continue for as long as Corporation is in the business of providing temporary help services and such payments shall tenninate if Corporation discontinues that business, or upon the dissolution or liquidation of the Corporation or the sale of its assets, whichever event first occurs. 4. If Corporation shall receive an offer from a third party for the purchase of its assets, or if Corporation shall desire to sell such assels without first having received such an [;xhibil "1\" offer, Investor shall have the first option to purchase said assets. In the case of an offer of purchase from a third party, Investor shall have the option to purchase said assets upon the same terms and conditions of that offer. In the case of Corporation's desire to sell said assets without an offer from a third party, the purchase price shall be the appraised value of said assets as established by a competent and independent appraiser. Corporation shall promptly give written notice to Investor of the terms and conditions of the offer from the third party or of its desire to sell and a copy of the appraisal, and Investor shall exercise his option by written notice thereof delivered to Corporation within thirty (30) days after receipt of Corporation's notice. ~. If Investor exercises the option as provided in Paragraph 4, above, final se I t shall be held thereon within thirty (30) days thereafter. Investor shall receive a cre against the purchase price " d ~ nn (!t50.00o.00)..Qglla{i exrppil~ tbi> total-nf ~Il pa~raAla~ m - nt o' , clr- nts Thousand and No/IOO ($50,000.00) Dollars, ne l!r-~i~ I 6.) If Investor fails to exercise the option as provided in Paragraph 4, above, then suctr5ption shall expire and become null and void, but Corporation shall pay to Investor an amount equal to the sum of: (a) one and one-half (1 ~%) per cent of the purchase price paid by the third party purchaser, plus (b) t~~theu;~ Fifty Thousand and No/IOO ($50,000.00) Dollars o-~l~t1..tlhpay.m~~dlh:-Paragra~, v' t . e . 0 Fifty Thousand and No/IOO ($50,000.00) Dollars, !t1eo~~.) 7. vestor shall hereafter have ful access to and the right to inspect, during normal business and upon . arrangement with Corporation, all financial records, t books of account, ledgers, JO , urns or other documents of Corporation's gross ~ receipts, for the purpos detennining or ven . g the amounts due and owing by Corporation to In or as provided in Paragraph 2, above. 8. This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania. 9. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior agreements, arrangements and understandings of the parties relating to the subject matter hereof. Investor understands and represents that he is not relying upon any representations heretofore made by Corporation with respect to its past, present or future volumes of business or gross receipts. IN WITNESS WHEREOF, the parties have caused this agreement to be executed the -2- . .' ~ ,.~,..,. 1-"'....... day and year first above written, intending thereby to legally bind themselves, their heirs, personal representatives, successors and assigns. ACCENT TEMPS, INC. Br-~/~ President ATrEST: (Secretary) (SEAL) .3- .'~~;;~.' ! '-.. ----.-~- , too ..... AGREEMENT THIS AGREEMENT made and entered into this 15th day of August, 1992, by and between: Bonnie Payne sole stockholder of Accent Temps, Inc., hereinafter known as the "Seller" and the "corporation" and Hark Howell and James Hare hereinafter known as the "Buyer" Witnesseth that: WHEREAS, Corporation is duly organized and existing under the laws of the Commonwealth of Pennsylvania, engaged in business as a personnel service providing temporary help services; and WHEREAS, Buyers desire to purchase the Sellers' interest in the corporation, which comprises all of the outstanding stock of said corporation upon the terms and conditions more fully set forth below; and WHEREAS, the parties have come to an agreement upon the terms and conditions of such investment and desire to commit the same to writing; NOW THEREFORE, in consideration of the foregoing premises, as well as in consideration of the covenants and promises hereinafter to be kept and performed by the parties hereto, it is agreed as' follows: 1. In consideration of the sum of $155,000.00 Seller agrees to do as follows: 1) To sell to Buyer the corporation and all of its assets or to terminate and to dissolve said corporation and to sell to any interest Seller has in the corporate name to Buyer. 2) To transfer and convey all accounts, customer lists, furniture owned by or related to said Corporation and to assign any leases held by the Corporation to Buyer, specifically including the lease to the premises at 3344 Trindle Road, Camp I/J (j l il.' Hill, Pa. ~/ ~II~ 3) To execute a covenant not to compete wit~the /~ (~~~ Corporation or Buyer within a 25 mile radius for~ears by ~ , operating or working for another temporary help or permanent placement agency. 4) To secure a covenant satisfactory to Buyer from Stan Dudzinski an employee of the Corporation agreeing not to compete Exhibit "8" and not to disclose customer or confidential information related to the Corporation. a LIIIII.... V(J 5) To make files, -( . BIer ......"'..'" ~t amt- financial and tax records of the corporation available for inspection by Buyer including all tax returns and governmental filings related to the conduct of the business while it is owned and operated by Seller. 6) To allow Buyer to assign this Agreement to a corporation in which Hare and Howell own a controlling interest. 2. Buyer agrees as follows: 1) To pay the specified $155,000.00 to Seller in three installments: $50,000.00 previously invested by Howell, which will be converted to and considered as a purchase deposit; $35,000.00 cash on or before August 15, 1992 and the remaining balance of the purchase price of $70,000.00 cash on January 4, 1993. Transfer of the Corporation's operations shall occur between November 15, 1992 and January 4, 1993 at such time designated by the Seller provided Buyer is given two weeks prior notice. 2) To provide seller with a schedule identifying the specific portions of the purchase price relating and assignable to customer lists, the covenants not to compete, furniture, goodwill and any other items which Buyer may choose to itemize. 3) To reimburse Seller for the costs associated with and necessary to effect the dissolution and winding up of the affairs of the corporation should Buyer so require of the Seller. Buyer shall notify Seller by or before December 15, 1992 at Buyer's sole option if the Corporation is to be dissolved. Buyer agrees to assume the unexpired remainder of the lease of the premises at 3344 Trindle Rd., Camp Hill, Pa. and to hold Seller harmless for same. Buyer shall choose the atto~ey and pay for attorney's fees and costs related to any dissolution. 4) Buyer Howell agrees that his monthly payment due from a previous investment contract attached hereto and labeled Exhibit "A" in his sole name shall be modified as of the date of the execution of this Agreement to obligate Seller and the Corporation to pay to him the sum of Nine Hundred ($900.00) Dollars per month rather than the stated percentage amount set forth in the Investment Agreement. Such $900.00 per month payme~ shall be due until the time of final settlement for the pur~~ , k".... '_~...... . ?~jIr,~~_"' . , , " . chase and sale contemplated by this Agreement and such payment obligation shall cease entirely upon settlement by and between Buyer and Seller. This entire agreement is specifically conditioned upon the following: 1) Seller providing to Buyer certificates of good standing and no lien certificates for the corporation issued by the Commonwealth of Pennsylvania and by the Pennsylvania Department of Revenue on or before final settlement. 2) Seller providing satisfactory evidence to Buyers that United States and Pennsylvania corporate tax returns and other required filings and statements have been properly prepared and filed for the last 5 years and that no audits, penalties or disputes with any taxing or governmental authorities are pending, such evidence to be available for inspection by Buyer on or before the settlement date. 3) Buyer obtaining financing approval from a banking institution or from private sources on or before August 10, 1992 for the specified $35,000.00 payment of the portion of the purchase price due on or before August 15, 1992. 4) Buyer and Seller obtaining all governmental and administrative approvals applicable to this transaction including authority for Buyer to conduct the affairs of the business under another name or the same name. 5) All obligations due and payable by the corporation or by Seller relating to the Corporation having been paid in full at the time of final settlement. \ . ~~1' In the event that such conditions hereinabove stated to be ~)Y\ ~ performed by Seller are not fulfilled or removed by both partie"A~~ in writing, this agreement shall be null and void and all { .~~~~' advanced by Buyer shall be refunded by Seller to Buyer. Further, in such event, Seller and Buyer Howell agree that the payment schedule contained in the investment agreement labeled as Exhibit "A" shall continue as amended at the rate of $900.00 per month by this Agreement hereinabove until the debt on the investment amount is satisfied. ~I ~ k.A.,...-t t3~I~a ~ AI.I p~ /iI d G~ ~ ~ fIv~;;'UJ. ?1i~-I-. "'._...."...-."'r.~. .' f! ,',.. If Buyer fails to pay the specified sums of money due to Seller as set forth in this Agreement, all funds put on deposit with Seller by Buyer shall be considered liquidated damages and . shall be retained by Seller with the specific exception of the $50,000.00 investment fund owned by Howell which shall be governed by the same conditions of payment of $900.00 per month as set forth in the paragraph immediately above. ~ BONNIE PAYNE, ACCENT TEMPS, INC. and~iV~~ as Seller ~ H~LL as Buyer ES HARE ':. >--- ~t.l..;..:~~. :- January 13, 1993 Addendum to Sales Agreement It is agreed'by both parties to extend the closing date of Accent Temps to April 5, 1992, from Bonnie Payne to James Hare and Hark Howell if the following conditions are met. 1. A line of credit be secured for Accent Temps for the purpose of cash flow which allows the company to grow. The line of credit is the responsibility of Bonnie Payne (Accent Temps) to be paid down to zero at settlement or deducted from selling price. 2. Bonnie Payne has the option to keep the business at the end of the three month extension. 3. All other terms of origional agreement are still in effect. Hark Howell 71.u~ Bonnie Payne Exhibit "COO ,II .......', , ' '_J. .....----------------------------...------------------.------....-- -- - ------.--....--- '" ',ff'R 26 '9308:'46 ' ., ' : - u_ - ... -............ P.c f ' ' . Breakdo~ of pdrchase I " ..' :1.1 5, 1993 Payne: I set forth in our purchase agreement, we are hereby notifying' f'the allocation of the purchase price among these accoun~8. I . ; ~ t " I,: .. f 1.' customer List $60,000.00 2. Ccvenant Not to comp~te $70,000.00 ! 3. Office Equipment & supplies $10,000.00 4. Goodwill $15,000.00 e have now completed all of 'the pu~ohasers obligations under Qements. I ... I I I I I . ,. Exhibit "0" I . i, 1:;',.,;:-::~-,~:. . . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA MARK E. HOWELL and JAMES HARE, . . plaintiffs . . v. : CIVIL ACTION - LAW . . MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . NO. 94-1627 CIVIL TERM . . CERTIFICATE OF SERVICE I hereby certify that a copy of Plaintiffs' Amended Complaint was served on April 5, 1994, upon the person and in the manner indicated below: Service bv first class mail addressed as follows: Mark E. Halbruner, Esq. (717) 731-9600 Lowell R. Gates, P.C. 600 North 12th Street, suite 2 Lemoyne, PA 17043 (Attorneys for Defendants) -~.' - ..,.. n B. Fowler, III, Esq. preme Court I.D. No. 06273 owler, Addams, Shughart & Rundle 28 South pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs -" Dated;; April 5, 1994 (.....1 ""- (1) c- ::c - '1' cu '", ..:0. -.-''0''''''' ...,',.\.....(..,,~. ..~'LfiI"~t.-......~..i.....~, at - ' >-~ '"'... ..", wt;:':)~ U;.eO:.z: I&:OU,- 1..%O~ C)I-::z:...i . <-'.:~ ;)n: ...J'" .I u. \1;;.1: ':.'UJuJ:r. . _.'~W , . .. x'''' >--::> ~(.) lE CIJ :z N U") co: .... .... .l.f.\i-,"". " '\ " .. I \'\..nrr l"~' \ \- ...."....",... -. ') .....,.j- ..'" , ~r,:,',~. .:'-, ,-,,-.,;.r,. I ,'>. . -' .;"?~ "- , .-,;;,'-:':'.' . ... . . . ~ . No, q'-l- /~;) 7 ~ T.eA.fFl MARIt B. HOWBLL and JAMBS HARB, Plaintiffs, IN THB COURT OP COMMON PLBAS CUMBBRLAND COUNTY, PBNNSYLVANIA vs. CIVIL ACTION - BQUITY ACCBN'l' TBMPS, INC., BONNIB L. PAYNB and MARIANNB R. PIDLBR, INC. t/a ACCBNT TEMPS, Defendants. NO. 802 EQUITY 1994 NOT:iCE '1''' J?LEAD TO: MARK E. HOWELL and JAMES HARE, Plaintiffs, and their attorneys, FOWLER, ADDAMS, SHUGHART & RUNDLE You are hereby notified to file a written response to the enclosed preliminary Objection within twenty (20) days from service hereof or judgment may be entered against you. LOWELL ..~TES' P.C. BY,7Ji~ c. iJq?lZ, Mark E. Halbruner, squire Supreme COurt I.D. #66737 600 North 12th Street Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for defendants, Accent Temps, Inc. and Bonnie L. Payne) DATED:~' 1994 -""",_.-__. ..,. --~.. r~-!!i 1. "".. >"'__.~- ~ ~ e:: '- ",. Q ":7- .t- >.. .0"1--. I. I ..~. .. C)", ),., .:. , ,:.,\'-~} ':,' ":::- - ... :if! . ';~,;; - ','oj"1 , ~-;~. 1.1. -.) 0-" ~i ~ I] . ~ ~~ . ~ u ~~ ~ . ~ c ~~ ~ ~I~ i~ ~j r.. ; CI) I-)'~ li3 .CIl O~ ~ 5 1;; t~ ~ ~ z i5 o .!;l(j!; ]~ ;~ e" lL u ~ &3'0\ ~ ~ u1 r.. ..... ~ ii: I . S o I ~ ~ ~ o~~ ~= ~ ~u~~ ]~ i~: ~ l-l Iii 8~~N Izl l-l ~ ~ ..:l~ ~ ~ ~ ~i ~ :z: ~~5~ ~ ~~~ ~ z ~ ~ .. :- . ,. " " " . MARX E. HOWELL and JAMBS HARE, Plaintiffs, IN THE COURT OP COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA vs. CIVIL ACTION - EQUITY ACCENT TEMPS, INC., BONNIE L. PAYNE and MARIANNE R. FIDLER, INC. t/a ACCENT TEMPS, Defendants. PRELIMINARY OBJECTION OF DEFENDANTS. ACCENT TEMPS, INC. AND BONNIE L. PAYNE NO. 802 EQUITY 1994 AND NOW, come the Defendants. Accent Temps, Inc. and Bonnie L. Payne, by their attorneys, LOWELL R. GATES. P.C., and make the fOllowing preliminary Objection: NONJOINDER OF A NECESSARY PARTY 1. In Count IV of their Complaint, plaintiffs raise allegations concerning a sale of assets by Accent Temps, Inc. to a third party purchaser. 2. Based upon their assumption that Marianne R. Fidler, Inc. was the third party purchaser, plaintiffs have requested judgment against Marianne R. Fidler, Inc. 3. The third party purchaser was Marianne R. Fidler in her individual capacity, not Marianne R. Fidler, Inc. 4. As appears on the face of the Complaint, there is a defect of parties in that Marianne R. Fidler, an essential party, is not joined as a defendant, and said pleading is defective for nonjoinder. " . , ". " WHEREPORE, defendants, Bonnie L. Payne and Accent Temps, Inc., demand that the COmplaint be dismissed. Respectfully submitted, Dated: March~, 1994 JJl-{IA f f" . w:P Mark E. Halbruner Lowell R. Gates, P.C. 600 North 12th St., Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for defendants, tV.~<':t:"IJ':. j'~'II!JSI lll\i. a.nti aonnia I,. Payne) 2 ,--. .-". l;,,:"'UM;-t"-"-, ,- "~-..." ~:.. '0 CERTIPlCATE OF SERVICE I, Mark E. Halbruner, of the law firm of Lowell R. Gates, P.C., hereby certify that I served a true and corrept copy of the foregoing preliminary Objection of Defendants, Accent Temps, Inc. and Bonnie L. payne, on this date, by first-class United States mail, to the following person at his address: John B. Fowler, III, Esquire FOWLER, ADDAMS, SHUGHART & RUNDLE 28 South Pitt Street P.O. Box 208 Carlisle, PA 17013 (Attorneys for Plaintiffs) Dated: March~, 1994 LOWELL R. GATES, P.C. By 771(1-,1 F. ~r:p ~ark E. Halbruner 600 North 12th St., Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for defendants, Accent Temps, Inc. and Bonnie L. payne) . '. VERI PI CATION The undersigned hereby verifies that the facts averred in the foregoing Preliminary Objection of Defendants, Accent Temps, Inc. and Bonnie L. Payne are true and correct to the best of his knowledge, information, and belief. This verification is made subject to the penalties of 18 Pa. C.S.A. ~4904 relating to unsworn falsification to authorities. !~~. ~a;? Mark E: albruner, Esquire r,oweJl R. Gates, P.C. \^,-LV.LUC"rb rv:i. ~dZC4&J."l:'t.o, Marianne R. Fidler, Inc. and Bonnie L. Payne) ]j (1... ~. I it , 1994 -. \,~ '-1-.....- -.-.. ~ '. , . ( r. .- Ii, " -- ..~ ...'1 L."~~"'",."",._, _ MARK E. HOWELL and JAMES HARE, : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs : . . v. CIVIL ACTION - EQUITY . . : ACCENT TEMPS, INC., BONNIE L. PAYNE and MARIANNE R. FIDLER, INC. t/a ACCENT TEMPS, . . . . NO. 80:; EQUITY 1994 . . . . . . Defendants NOTICE ND. Q4-/t.D;}1 ~ T..flA.tr1 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 rights important to you. YOU SHOULD TAKE THIS PAPER TO A 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 OUR WHERE YOU CAN GET LEGAL HELP. Court Administrator Fourth Floor Cumberland County Courthouse Carlisle, PA 17013 Telephone: (717) 240-6200 MARK E. HOWELL and JAMES HARE, : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs . . v. CIVIL ACTION - EQUITY ACCENT TEMPS, INC., BONNIE L. PAYNE and MARIANNE R. FIDLER, INC. t/a ACCENT TEMPS, NO. ~O,;l EQUITY 1994 Defendants COMPLAINT AND NOW, corne the plaintiffs, Mark E. Howell and James Hare, by their attorneys, Fowler, Addams, Shughart & Rundle, and make the following Complaint: 1. The plaintiffs are Mark E. Howell, an adult individual residing at 1054 South Pitt Street, Carlisle, Cumberland County, Pennsylvania, and James Hare, an adult individual residing at 1205 Redwood Hills Circle, Carlisle, Cumberland County, Pennsylvania. 2. The defendants are Accent Temps, Inc., a Pennsylvania corporation having its former principal place of business at 3344 Trindle Road, Camp Hill, Cumberland County, Pennsylvania, Bonnie L. Payne, an adult individual residing at 401 Country Club Road, Camp Hill, Cumberland County, Pennsylvania, and Marianne R. Fidler, Inc., a Pennsylvania corporation having it principal place of business at 3344 Trindle Road, Camp Hill, Cumberland County, Pennsylvania. 3. Defendant Accent Temps, Inc. is or was engaged in business as a personnel agency providing temporary help services. ...... -':".' ,,"-. (~.~""':-..,.: _.''', ,';";-;=i 4. Detendant Bonnie L. Payne is the sole stockholder and the president of the defendant, Accent Temps, Inc. 5. Said plaintiffs believe and aver that on or about september 1, 1993, defendant Marianne R. Fidler, Inc. purchased the assets of the defendant, Accent Temps, Inc., and is now conducting the same business under the fictitious name of Accent Temps as a personnel agency providing temporary help services. COUNT I MARK E. HOWELL v. ACCENT TEMPS. INC. and BONNIE L. PAYNE 6. The averments contained in Paragraphs 1 through 4 are incorporated herein by reference. 7. On September 10, 1991 the plaintiff, Mark E. Howell, entered into a written contract with the defendant, Accent Temps, Inc., a copy of which is attached hereto as Exhibit "A" and incorporated herein. 8. By the terms of said contract, said plaintiff paid to said defendant the sum of Fifty Thousand ($50,000.00) Dollars in consideration for which said defendant was to pay said plaintiff one and one half (1~%) percent of its gross receipts on a monthly basis. 9. By the terms of said contract in the event said defendant should sell its assets to a third party, said defendant was obligated to pay said plaintiff the sum of one and one-half (1~%) percent of the purchase price paid by the third party purchaser, plus Fifty Thousand ($50,000.00) Dollars. -2- 10. By written agreement dated August 15, 1992, the terms of said contract of September 10, 1991 (Exhibit "A") were modified in that both defendants, Accent Temps, Inc. and Bonnie L. Payne, became obligated to pay said plaintiff the sum of Nine Hundred ($900.00) Dollars per month in lieu of the percentage of the gross receipts of the defendant, Accent Temps, Inc., and that in the event of the sale of its assets to a third party, both said defendants became obligated to satisfy the debt on the investment amount of Fifty Thousand ($50,000.00) Dollars to said plaintiff on the same terms as averred in Paragraph 9 hereof. A copy of said agreement of August 15, 1992, is attached hereto as Exhibit "B" and incorporated herein. 11. Said plaintiff believes and avers that the assets of the defendant, Accent Temps, Inc., have been sold to a third party, and said defendant has discontinued operation as a temporary help agency. 12. Said defendants have failed to pay said plaintiff the sum of one and one-half (1%%) percent of the purchase price paid by such third party purchaser, plus Fifty Thousand ($50,000.00) Dollars, thereby breaching said agreement of September 10, 1991 (Exhibit "A"), as modified by said agreement of August 15, 1992 (Exhibit "B"). 13. Said defendants have failed to pay said plaintiff the sum of Nine Hundred ($900.00) Dollars per month since May, 1993 to date, thereby breaching said agreement of September 10, 1991 -3- (Exhibit "A"), as modified by said agreement of August 15, 1992 (Exhibit "B"). WHEREFORE, said plaintiff demands judgment be entered in his favor against the defendants, Accent Temps, Inc. and Bonnie L. Payne, as follows: (a) Against both said defendants in an amount equal to the sum of one and one-half (1~%) percent of the purchase price paid by the third party purchaser, plus Fifty Thousand ($50,000.00) Dollars, interest and costs of suit; and (b) Against both said defendants in the sum of Nine Thousand ($9,000.00) Dollars, plus an additional Nine Hundred ($900.00) per month commencing March 1994, until paid. COUNT II MARK E. HOWELL v. ACCENT TEMPS. INC. and BONNIE L. PAYNE 14. The averments contained in Paragraphs 1 through 4 are incorporated herein by reference. 15. By written agreement dated January 13, 1993, the plaintiff, Mark E. Howell, agreed to lend the defendants, Accent Temps, Inc. and Bonnie Payne, a sum of money as a line of credit for the purpose of cash flow to enable the business of the defendant, Accent Temps, Inc., to operate and grow. A copy of said agreement is attached hereto as Exhibit "C" and incorporated herein. -4- 1:-' _... 16. Pursuant thereto, said plaintiff loaned to said defendants a total sum of Thirty-nine Thousand ($39,000.00) Dollars. 17. The sum of Eleven Thousand ($11,000.00) Dollars has been repaid to said plaintiff by said defendants leaving a balance due of Twenty-eight Thousand ($28,000.00) Dollars. 18. Said defendants have refused and continue to refuse to pay said plaintiff the outstanding unpaid balance due. WHEREFORE, said plaintiff demands judgment be entered in his favor against the defendants, Accent Temps, Inc. and Bonnie L. Payne, in the sum of Twenty-eight Thousand ($28,000.00) DOllars, plus interest and costs of suit. COUNT III MARK E. HOWELL and JAMES HARE v. BONNIE L. PAYNE and ACCENT TEMPS. INC. 19. The averments contained in Paragraphs 1 through 4 and Paragraphs 6 through 13, respectively, are incorporated herein by reference. 20. By the terms of said agreement dated August 15, 1992 (Exhibit "B"), the plaintiffs, Mark E. Howell and James Hare, agreed to purchase from the defendant, Bonnie L. Payne, and said defendant as sole stockholder of the defendant, Accent Temps, Inc., agreed to sell to said plaintiffs said corporate defendant and substantially all of its assets. 21. Pursuant to the terms of said contract, said plaintiffs paid to said defendants as a purchase deposit the sum of -5- ,.. --, ~.i:;'___,.""_"''''''':''' Il . 'if ,. Thirty-five Thousand ($35,000.00) Dollars. 22. Settlement under said contract was to occur on or before January 4, 1993, but was extended to April 5, 1993, by said agreement dated January 13, 1993 (Exhibit "C"). 23. Pursuant to the terms of said contract, said plaintiffs provided said defendants with a written schedule allocating the purchase price on April 5, 1993. A copy of said schedule is attached hereto as Exhibit "0" and incorporated herein. 24. Said contract was contingent upon, inter alia, said defendants' providing to said plaintiffs: (1) certificates of good standing and no lien certificates issued by the Commonwealth of Pennsylvania and by the Pennsylvania Department of Revenue for said corporate defendant; and (2) satisfactory evidence that United States and Pennsylvania corporate tax returns were properly prepared and filed for the previous five (5) years, and that no audits, penalties or disputes with any taxing or governmental authorities were pending, such evidence to be available for inspection by said plaintiffs on or before the settlement date. 25. Said defendants failed to provide such certificates and evidence to said plaintiffs on or before April 5, 1993. 26. Said plaintiffs believe and aver that on April 5, 1993, said corporate defendant owed delinquent taxes to the Internal Revenue Service and to the Pennsylvania Department of Revenue. -6- L: ~:.. 27. Said contract provided that said defendants' failure to fulfill such conditions would result in said contract being null and void and would require a refund of said purchase deposit by the said defendants to said plaintiffs. 28. Although requested to do so by said plaintiffs, said defendants have failed to refund said purchase deposit to said plaintiffs. WHEREFORE, said plaintiffs demand that judgment be entered in their favor against the defendants, Bonnie L. Payne and Accent Temps, Inc., in the sum of Thirty-five Thousand ($35,000.00) Dollars, plus interest and costs of suit. COUNT IV MARK E. HOWELL and JAMES HARE v. MARIANNE R. FIDLER. INC. 29. The averments contained in Paragraphs 1 through 28 are incorporated herein by reference. 30. In September 1993, the defendant, Bonnie L. Payne, informed the plaintiffs, Mark E. Howell and James Hare, through their attorney that on or about September 1, 1993, she sold the assets of the defendant, Accent Temps, Inc., to a third party under an installment agreement of sale but refused to disclose the name of the purchaser, the purchase price or any other terms of said agreement of sale although such information was requested by said plaintiffs' attorney. 31. Said plaintiffs believe and aver that the purchase price paid or to be paid for such assets by such third party purchaser, -7- i r i the defendant Marianne R. Fidler, Inc., is less than fair consideration therefor. 32. Federal and state tax liens, including penalties, interest and costs, in favor of the Internal Revenue service and the Pennsylvania Department of Revenue totaling in excess of One Hundred Twelve Thousand ($112,000.00) Dollars for tax periods ending on or before May 31, 1993, have been filed in the Office of the Prothonotary in and for Cumberland County, Pennsylvania, against the defendant, Accent Temps, Inc. 33. said plaintiffs believe and aver that the defendant, Accent Temps, Inc., was insolvent at the time of entering into said agreement to sell such assets to the defendant, Marianne R. Fidler, Inc., or became insolvent as a result thereof, which the defendant, Marianne R. Fidler, Inc., knew or had reason to know. 34. The effect of the transaction purportedly evidenced by said agreement of sale for such assets was: (a) To hinder, delay and defraud said plaintiffs from proceeding against such assets by seemingly extinguishing the equity of the defendant, Accent Temps, Inc., in such assets; (b) To give the defendant, Marianne R. Fidler, Inc., the control and benefit of the assets and business of the defendant, Accent Temps, Inc., without liability to the latter defendant's creditors; and (c) To leave the defendant, Accent Temps, Inc., unable to pay its debts to said plaintiffs. -8- ---'-""''''~- WHEREFORE, said plaintiffs request Your Honorable Court to: (a) Order and direct the defendant, Marianne R. Fidler, Inc., to pay all proceeds due either of the defendants, Bonnie L. Payne and Accent Temps, Inc., under said installment agreement of sale to said plaintiffs on account of their claims under COUNTS I through III hereof; (b) Declare the defendant, Marianne R. Fidler, Inc., a trustee for the benefit of said plaintiffs for an amount not less than the indebtedness of the defendant, Accent Temps, Inc., to said plaintiffs; and (c) Grant such other and further relief as may be just and proper. FOWLER, ADDAMS, SHUGHART & RUNDLE 1ft Fowler, III, Esq. supreme Court I.D. No. 06273 28 South pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs -9- VERIFICATION Mark E. Howell hereby verifies that he is one of the plaintiffs above named, and that the facts set forth in the foregoing Complaint are true and correct to the best of his knowledge, information and belief, and understands that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904 relating to unsworn falsifications to authorities. Dated: February 17, 1994 ,77E(/L~ VERIFICATION James Hare hereby verifies that he is one of the plaintiffs above named, and that the facts set forth in the foregoing Complaint are true and correct to the best of his knowledge, information and belief, and understands that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904 relating to unsworn falsifications to authorities. Dated: February 17 , 1994 ,,' '.' I....~........ COpy THIS CONTRACT made and entered into this A? day of _ ~~ . 1991, by and between: ACCENT TEMPS, INC., a Perinsylvania corporati n having its office and place of business at 3344 Trindle Road, Camp Hill, Pennsylvania, hereinafter referred to as "Corporation," and MARK HOWELL, an individual, hereinafter referred to as "Investor," witnesses that: WHEREAS, Corporation is duly organized and existing under the laws of the Commonwealth of Pennsylvania, engaged in business as a personnel agency providing temporary help services; and WHEREAS, Investor desires to invest the sum of Fifty Thousand and NO/lOO ($50,000.00) Dollars in Corporation's business upon the tenus and conditions more fully set forth below; and WHEREAS, the parties have come to an agreement upon the terms and conditions of such investment and desire to commit the same to writing; NOW THEREFORE, in consideration of the foregoing premises, as well as in consideration of the covenants and promises hereinafter to be kept and perfonned by the parties hereto, it is agreed as follows: 1. Investor hereby pays to Corporation the sum of Fifry Thousand and NO/lOO ($50,000.00) Dollars in cash, the receipt of which is hereby acknowledged, said sum to be used and applied for the corporate benefit as the Board of Directors may from time to time detennine. 2. In consideration of such investment by Investor, Corporation covenants and agrees to pay to Investor an amount equal to one and one-half (lls%) per cent of its gross receipts, same to be computed and paid monthly. For purposes of this paragraph, "gross receipts" shall be deemed and construed to mean all fees, commissions or other payments received by Corporation in payment for the perfonnance of temporary help services. 3. The payments to Investor as provided in Paragraph 2, above, shall continue for as long as Corporation is in the business of providing temporary help services and such payments shall tenninate if Corporation discontinues that business, or upon the dissolution or liquidation of the Corporation or the sale of its assets, whichever event first occurs. 4. If Corporation shall receive an offer from a third party for the purchase of its assets, or if Corporation shall desire to sell such assets without first having received such an Exhibit "A" offer, Investor shall have the first option to purchase said assets. In the case of an offer of purchase from a third party, Investor shall have the option to purchase said assets upon the same terms and conditions of that offer. In the case of Corporation's desire to sell said assets without an offer from a third party, the purchase price shall be the appraised value of said assets as established by a competent and independent appraiser. Corpomtion shall promptly give written notice to Investor of the terms and conditions of the offer from the third party or of its desire to sell and a copy of the appmisal, and Investor shall exercise his option by written notice thereof delivered to Corporation within thirty (30) days after receipt of Corpomtion's notice. ~. If Investor exercises the option as provided in Paragraph 4, above, final se I t shall be held thereon within thirty (30) days thereafter. Investor shall receive a cre against the purchase price ., d ~nn ($O:;o.OOQ.OO)..Q9ll.:la. P-Y"Pptl~ rill' tatal-cl ~ll p3~a&Laph-2;- m - nt " clr- nts Thousand and No/lOO ($50,000.00) Dollars, fie sr ~:L s / 6-:1 If Investor fails to exercise the option as provided in Paragraph 4, above, then suclt=-5ttion shall expire and become null and void, but Corpomtion shall pay to Investor an amount equal to the sum of: (a) one and one-half (1 's%) per cent of the purchase price paid by the third party purchaser, plus (b) t~~the..swtl4tf Fifty Thousand and No/lOO ($50,000.00) Dollars ~~~~uhd~, v. t . e . 0 Fifty Thousand and No/lOO ($50,000.00) Dollars, lbe~~.) 7. vestor shall hereafter have fu access to and the right to inspect, during nonnal business and upon . arrangement with Corporation, all financial records, K books of account, ledgers, JO , ms or other documents of Corpomtion's gross ~ receipts, for the purpos determining or ven . g the amounts due and owing by Corpomtion to In or as provided in Paragraph 2, above. 8. This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania. 9. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior agreements, arrangements and understandings of the parties relating to the subject matter hereof. Investor understands and represents that he is not relying upon any representations heretofore made by Corpomtion with respect to its past, present or future volumes of business or gross receipts. IN WITNESS WHEREOF, the parties have caused this agreement to be executed the -2- . . day and year first above written, intending thereby to legally bind themselves, their heirs, personal representatives, successors and assigns. ACCENT TEMPS, INC. By. 4~ ./ ~) President ATrEST: (Secretary) (SEAL) -3- 1-" :- , t,. . ,'.' , AGREEMENT THIS AGREEMENT made and entered into this 15th day of August, 1992, by and between: Bonnie Payne sole stockholder of Accent Temps, Inc., hereinafter known as the "Seller" and the "corporation" and Mark Howell and James Hare hereinafter known as the "Buyer" Witnesseth that: WHEREAS, Corporation is duly organized and existing under the laws of the commonwealth of Pennsylvania, engaged in business as a personnel service providing temporary help services; and WHEREAS, Buyers desire to purchase the Sellers' interest in the corporation, which comprises all of the outstanding stock of said corporation upon the terms and conditions more fully set forth below; and WHEREAS, the parties have come to an agreement upon the terms and conditions of such investment and desire to commit the same to writing; NOW THEREFORE, in consideration of the foregoing premises, as well as in consideration of the covenants and promises hereinafter to be kept and performed by the parties hereto, it is agreed as'follows: 1. In consideration of the sum of $155,000.00 Seller agrees to do as follows: 1) To sell to Buyer the corporation and all of its assets or to terminate and to dissolve said corporation and to sell to any interest Seller has in the corporate name to Buyer. 2) To transfer and convey all accounts, customer lists, furniture owned by or related to said Corporation and to assign any leases held by the corporation to Buyer, specifically including the lease to the premises at 3344 Trindle Road, Camp ;/ I~ Hill, Pa. ~II~' . 3) To execute a covenant not to compete wit~ the I~ (~~ Corporation or Buyer within a 25 mile radius for~ears by ~. , operating or working for another temporary help or permanent placement agency. 4) To secure a covenant satisfactory to Buyer from Stan Dudzinski an employee of the corporation agreeing not to compete Exhibit "B" >' ''''-_ u... ,,___ . ~ .' and not to disclose customer or confidential information related to the Corporation. .a L ,dll.,. 'v(J 5) To make files, : . mer .d...~~ ~t aM- financial and tax records of the Corporation available for inspection by Buyer including all tax returns and governmental filings related to the conduct of the business while it is owned and operated by Seller. 6) To allow Buyer to assign this Agreement to a corporation in which Hare and Howell own a controlling interest. 2. Buyer agrees as follows: 1) To pay the specified $155,000.00 to Seller in three installments: $50,000.00 previously invested by Howell, which will be converted to and considered as a purchase deposit; $35,000.00 cash on or before August 15, 1992 and the remaining balance of the purchase price of $70,000.00 cash on January 4, 1993. Transfer of the Corporation's operations shall occur between November 15, 1992 and January 4, 1993 at such time designated by the Seller provided Buyer is given two weeks prior notice. 2) To provide seller with a schedule identifying the specific portions of the purchase price relating and assignable to customer lists, the covenants not to compete, furniture, goodwill and any other items which Buyer may choose to itemize. 3) To reimburse Seller for the costs associated with and necessary to effect the dissolution and winding up of the affairs of the corporation should Buyer so require of the Seller. Buyer shall notify Seller by or before December 15, 1992 at Buyer's sole option if the Corporation is to be dissolved. Buyer agrees to assume the unexpired remainder of the lease of the premises at 3344 Trindle Rd., Camp Hill, Pa. and to hold Seller harmless for same. Buyer shall choose the attorney and pay for attorney's fees and costs related to any dissolution. 4) Buyer Howell agrees that his monthly payment due from a previous investment contract attached hereto and labeled Exhibit "A" in his sole name shall be modified as of the date of the execution of this Agreement to obligate Seller and the Corporation to pay to him the sum of Nine Hundred ($900.00) Dollars per month rather than the stated percentage amount set forth in the Investment Agreement. Such $900.00 per month payme~ shall be due until the time of final settlement for the pur6 ~ r..' _............. " . . " chase and sale contemplated by this Agreement and such payment obligation shall cease entirely upon settlement by and between Buyer and Seller. This entire agreement is specifically conditioned upon the following: 1) Seller providing to Buyer certificates of good standing and no lien certificates for the corporation issued by the Commonwealth of Pennsylvania and by the Pennsylvania Department of Revenue on or before final settlement. 2) Seller providing satisfactory evidence to Buyers that United States and Pennsylvania corporate tax returns and other required filings and statements have been properly prepared and filed for the last 5 years and that no audits, penalties or disputes with any taxing or governmental authorities are pending, such evidence to be available for inspection by Buyer on or before the settlement date. 3) Buyer obtaining financing approval from a banking institution or from private sources on or before August 10, 1992 for the specified $35,000.00 payment of the portion of the purchase price due on or before August 15, 1992. 4) Buyer and Seller obtaining all governmental and administrative approvals applicable to this transaction including authority for Buyer to conduct the affairs of the business under another name or the same name. 5) All obligations due and payable by the corporation or by Seller relating to the Corporation having been paid in full at the time of final settlement. \ . ~~1 In the event that such conditions hereinabove stated to be ~)V\ l~ performed by Seller are not fulfilled or removed by both partie"A~~ in writing, this agreement shall be null and void and all ( '~~b/ advanced by Buyer shall be refunded by Seller to Buyer. Further, in such event, Seller and Buyer Howell agree that the payment schedule contained in the investment agreement labeled as Exhibit "A" shall continue as amended at the rate of $900.00 per month by this Agreement hereinabove until the debt on the investment amount is satisfied. /~I ~ ~/,.w:t t3etl~a ~ AI.'; pt~ ,/lI.",l 6~ ~ 'tt. flvJi"i-UI. '7M-A . .... r " If Buyer fails to pay the specified sums of money due to ' Seller as set forth in this Agreement, all funds put on deposit with Seller by Buyer shall be considered liquidated damages and . shall be retained by Seller with the specific exception of the $50,000.00 investment fund owned by Howell which shall be governed by the same conditions of payment of $900.00 per month as set forth in the paragraph immediately above. ~ BONNIE PAYNE, ACCENT TEMPS, INC. and~iv~~ as Seller ~H~LL as Buyer r . . January 13, 1993 Addendum to Sales Agreement It is agreed 'by both parties to extend the closing date of Accent Temps to April 5, 1992, from Bonnie Payne to James Hare and Hark Howell if the following conditions are met. 1. A line of credit be secured for Accent Temps for the purpose of cash flow which allows the company to grow. The line of credit is the responsibility of Bonnie Payne (Accent Temps) to be paid down to zero at settlement or deducted from selling price. 2. Bonnie Payne has the option to keep the business at the end of the three month extension. 3. All other terms of origional agreement are still in effect. Hark Howell 7fd/ ;k Bonnie Payne Exhibit "e" , II . . . . ,~ .~ I ___:...._ .l~. ~;;:~. ~~~~...... eo ............ :,.: _.n...... eo........ -.... n_. -..... --.. .;:~ -. _...n. --.- - . ~ , I . , " i " . ,I , t ; r . , t, Breakdo~n of pdrchase I ;' . t11 5, 1993 arK.. lIayne: set forth in our purchase agreement, we are hereby noti fylnCf f'the allocation of the purchase price among these accoun\:s. I ! 3. Office Equipment & Supplies 4. Goodwill $60,000.00 $70,000.00 $10,000.00 $15,000.00 I ,~ , t f Ii! 1.' Customer List 2. Covenant Not to Compete e have now completed all of :the purohasers obligations under eements. " ), I .., I I " , , " Exhibit "D" I " 1. I: .... IQ ~ <1s ........ '::::1-- ~ "<\ t I"- t. -.....w ~ .~ " <:v ~ =, 0.__ tD' In' ~.?: ~- .. ~IJ 11' ~;; ~~ !~ '~., ,--' '.~'~ ~~ ~. ~ : .. -=- CIJIP - ~ <l CO l.rj o \n = ; ",. . .' ~ ~ . l') ::::r-:- .., ... ........ ;f' .~. :,,'1 ~;'..> l~ , J , . . I' MARK E. HOWELL and JAMES HARE, Plaintiffs # 20 OLER : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION - LAW MRP, INC., formerly known as Accent Temps, Inc., and BONNIE L. PAYNE, Defendants : . . . . : 94-1627 CIVIL TERM IN RE: PRETRIAL CONFERENCE A pretrial conference in the above-captioned matter was held in the chambers of Judge Oler on Wednesday, August 17, 1994. Present on behalf of the Plaintiffs, Mark E. Howell and James Hare, were Michael R. Rundle, Esquire, and John B. Fowler, III, Esquire. Present on behalf of Defendants MRP, Inc. (formerly known as Accent Temps, Inc.), and Bonnie L. Payne was Mark E. Halbruner, Esquire. This action in assumpsit arises out of a business transaction between the parties. Specifically, Plaintiffs made an investment of $50,000.00 in the business of Defendant Bonnie L. Payne, made a payment of $35,000.00 for the purchase of assets of the business, and extended a line of credit in the . r.:: ~ ..... '" c: amount of $39,000.00 to the business, only $ll,OOO.OO~of wn1ch ..,'.(' ,....:., c.Q ../11 has been repaid. Both sides claim that the other br~ached the ~: t ~.:. c..v arrangement between them, and the business assets weJ::e: ..: z_..- ~:, \" ~ rn ...-1 _.,~ ....:c eventually sold to a third party. o <:> -0 =-: - c.o .c. This will be a nonjury trial, which is estimated ,.,....",.., '., ","",::~~,\~ --.._~--." -. . . to be of a duration of one day. Because of the acquaintanceship of Judge Oler with Plaintiff Mark E. Howell, he has recused himself from trying the case. It is indicated by counsel that a small amount of discovery remains outstanding on both sides. In addition, by agreement of counsel, plaintiffs will be permitted to file an Amended Reply to New Matter, the amendment being occasioned by plaintiffs' discovery, which is disputed factually by Defendants, that a certain document was prepared by counsel for Bonnie L. Payne and not by counsel for Plaintiffs or Plaintiffs themselves. with respect to settlement negotiations, Plaintiffs have demanded approximately $101,000.00; Defendants have offered to payoff the balance due on the $50,000.00 investment, which is in a disputed range between approximately $35,000.00 and $38,000.00, and to repay the $28,000.00 extended by Plaintiffs with respect to the line of credit. It is indicated that neither of these payments could be made in a lump sum by Defendant Bonnie L. Payne because of her current financial situation. By the court, . . ,." ., MICHAEL R. RUNDLE, ESQUIRE JOHN B. FOWLER, III, ESQUIRE For the Plaintiffs MARK E. HALBRUNER, ESQUIRE For the Defendants Court Administrator wcy '. ., ,,~ ('. - ~;;: ~ of=. J *~ ~ .. :C 0- o Q C") .... . -- cO - g '"'" ss '.--,"" u1he:.;r u~(,.)oII'\ i:~o:::' l'5I,-~~ t~-LII: ,_J:.._~ ;;; ....)"J~.. ..;1;; 1:~' ,- OJ '.l..U ., 1.:..;': -'. ;'.::4~--... .. , , . j.' '::.."1.".:.....";;' ,;..', '.',c' ),1~#:;i.:AW OFFICES OF ' ' "'''O'''WE'''': "'LY'L' ; ',R' ' 0"" . '. c'. ,"'." ki ,..>~~." " "'~~, """,",'~<<" . \~"H""'.."'-' ','...,- ~~,ie '. MARK B. HOWELL and JAMBS HARB, Plaintiffs, I IN THB COURT OP COMMON PLEAS I CUMBBRLAND COUNTY, PENNSYLVANIA I I I CIVIL ACTION - LAW I I VB. MaP, INC., formerly known aB ACCENT TEMPS, INC., and BONNIB L. PAYNE, Defendants. : NO. 94-1627 CIVIL TERM . . NOTICE TO PLEAD TO: MARK E. HOWELL and JAMES HARE. Plaintiffs, and their attorneys, FOWLER, ADDAMS, SHUGHART & RUNDLE You are hereby notified to file a written response to the enclosed Answer with New Matter and Counterclaim within twenty (20) days from services hereof or jUdgment may be entered against you. LOWELL R. G~;~S, P'C@' III / r .11 By:/ ~ c, ~ Mark E. Halbruner, Esquire Supreme Court I.D. #66737 600 North 12th Street Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Defendants) DATED:~, 1994 I I ; I . .. l .. MARX B. HOWBLL and JAMBS HARB, Plaintiffs, IN THB COURT OP COMMON PLBAS CUMBBRLAND COUNTY, PBNNSYLVANIA vs. CIVIL ACTION - LAW MRP, INC., formerly known as ACCBNT TBMPS, INC., and BONNIB L. PAYNB, Defendants. NO. 94-1627 CIVIL TBRM ANSWER WITH NEW MATTER AND COUNTERCLAIM OP DEFENDANTS ACCBNT TBMPS, INC. AND BONNIB L. PAYNE AND NOW, come the Defendants, MRP, Inc. (hereinafter referred to as Accent Temps, Inc.) and Bonnie L. payne, by their attorneys, Lowell R. Gates, P.C.. and make the following Answer with New Matter and counterclaim: ANSWER 1. Admitted. 2. Admitted. 3. Admitted. By way of further answer, Marianne R. Fidler, Inc. now owns and operates the temporary employment service known as Accent Temps. 4. Admitted. COUNT I MARX B. HOWELL v. ACCENT TBMPS, INC. and BONNIB L. PAYNE 5. The averments contained in paragraphs 1 through 4 of this Answer are incorporated herein by reference. 6. Admitted in part and denied in part. It is admitted that ,;r;! (f.",.~' '~, _"""'" on or about september 10, 1991, Mark E. Howell and Accent Temps, Inc. entered into an agreement under which Howell invested a sum of money in a temporary employment service operated by Accent Temps, Inc. It is denied that the agreement attached to the Amended COmplaint as Exhibit "A" is a full and accurate representation of the parties' agreement. 7. Denied. To the extent that the document attached to the Amended Complaint as Exhibit "A" represents the terms of the agreement between Howell and Accent Temps, Inc., the document speakS for itself. 8. Denied. To the extent that the document attached to the Amended Complaint as Exhibit "A" represents the terms of the agreement between Howell and Accent Temps, Inc., the document speakS for itself. 9. Denied. To the extent that the document attached to the Amended Complaint as Exhibit "B" represents the terms of the agreement between Howell and Accent Temps, Inc., the document speaks for itself. 10. Admitted. 11. Admitted in part and denied in part. It is admitted that defendants have not paid Howell the sum of $50,000.00 plus one and one-half percent of the purchase price paid by Marianne R. Fidler. It is denied, however, that said failure to pay Howell constitutes a breach of the parties' agreement. 12. Admitted in part and denied in part. It is admitted that 2 .':"!""" ,.... -,''',~ defendants have not paid Howell the sum of $900.00 per month since May, 1993. It is denied, however, that said failure to pay Howell constitutes a breach of the parties' agreement. WHEREFORE, defendants demand that judgment be entered in their favor against Mark E. Howell and that defendants be awarded attorney's fees and costs. COUNT II MARK E. HOWELL v. ACCENT TEMPS. INC. and BONNIB L. PAYNB 13. The averments contained in paragraphs 1 through 12 of this Answer are incorporated herein by reference. 14. Admitted in part and denied in part. It is admitted that on or about January 13, 1993, Howell and Payne executed a written agreement entitled "Addendum to Sales Agreement", a copy of which is attached to the Amended COmplaint as Exhibit "C". Defendants deny Howell's interpretation of said written agreement as the document speaks for itself. 15. Admitted. 16 . Admi t ted in part and denied in part. It is admi t ted that defendants have repaid Howell the sum of $11,000.00. It is denied that defendants owe Howell a balance of $28,000.00. 17. Admi tted in part and denied in part. It is admi tted that defendants refuse to pay Howell the sum of $28,000.00. It is denied that said sum is an outstanding unpaid balance due to Howell. 3 i ! WHEREPORB, defendants demand that judgment be entered in their favor against Mark E. Howell and that defendants be awarded attorney's fees and costs. COUNT I II MARX E. HOWELL and JAMBS HARE v. BONNIE L. PAYNE and ACCENT TEMPS. INC. 18. The averments contained in Paragraphs 1 through 17 of this Answer are incorporated herein by reference. 19. Denied. The document in question speaks for itself. 20. Denied. The document in question speaks for itself. 21. Denied. The documents in question speak for themselves. 22. Admitted in part and denied in part. It is admitted that on April 5. 1993, Payne received the document attached to the Amended COmplaint. It is denied that said document was prepared or delivered in accordance with the parties' agreement. 23. Denied. The agreement in question speaks for itself. 24. Admitted in part and denied in part. It is admitted that defendants did not provide plaintiffs with the documents described in paragraph 23 of the Amended COmplaint. It is denied that defendants' failure to provide such documents constitutes a material breach of the parties' agreement. 25. Admitted. By way of further answer, defendants had arranged with the Internal Revenue Service and pennsylvania Department of Revenue permission to satisfy the delinquent taxes with the proceeds from the sale of the temporary employment service 4 ,\~ i", ~i '~f ';.' , then owned and operated by Accent Temps, Inc. 26. Admitted. 27. Denied. The document in question speaks for itself. 28. Admitted in part and denied in part. It is admitted that defendants have refused to refund to plaintiffs the purchase deposit. It is denied that defendants' refusal to refund the deposit constitutes a breach of the parties' agreement. WHEREFORE, defendants demand that judgment be entered in their favor against Mark E. Howell and James Hare and that defendants be awarded attorney's fees and costs. NEW MATTER 29. On or about September 10, 1991, Accent Temps, Inc. and Howell entered into a written agreement whereby Howell purchased the permanent placement service, known as Accent careers, owned and operated by Accent Temps, Inc. 30. Before entering into the agreements referred to in Paragraphs 6 and 29 above. Howell and Payne discussed plans for Howell to purchase the temporary employment service owned and operated by Accent Temps, Inc. 31. Subsequent to their execution of the written agreement attached to the Amended Complaint as Exhibit "A", Howell and payne orally agreed to rescind said written agreement and to reach a later agreement whereby Howell's investment in the temporary employment service would be credited toward his purchase of the temporary employment service. 5 32. prior to their execution of the written agreement attached to the Amended Complaint as Exhibit "B", Payne informed Howell and Hare that her business was experiencing tax problems and that she would like to sell the business in order to alleviate those tax problems. 33. At the request of Howell and Hare, Payne agreed to extend the closing date for the sale of the temporary employment service from January 4, 1993 to April 5, 1993. 34. On or about April 1, 1992, Howell agreed to pay one-half of the cost of "Yellow pages" advertisements purchased by Payne to promote both the temporary employment service then owned and operated by Accent Temps, Inc. and the permanent placement service then owned and operated by Howell. 35. The documents attached to the Amended Complaint as Exhibits "A" through "D" were drafted by or on behalf of plaintiffs. COUNTERCLAIM COUNT I BREACH OF CONTRACT AGAINST MARK E. HOWELL 36. The averments contained in paragraphs 1 through 35 of this Answer with New Matter are incorporated herein by reference. 37. Howell failed to pay Payne $2,370.00 representing his share of the "Yellow Pages" advertisement costs incurred by payne in promoting both the temporary employment service then owned and operated by Accent Temps, Inc. and the permanent placement service 6 then owned and operated by Howell. WHEREPORE, defendants demand judgment against Mark E. Howell in the amount of $2,370.00 plus interest and costs together with such other relief as the court deems appropriate. COUNT II BREACH OF CONTRACT AGAINST MARK E. HOWELL AND JAMBS HARE 38. The averments contained in Paragraphs 1 through 37 of this Answer with New Matter and COunterclaim are incorporated herein by reference. 39. Howell and Hare failed to purchase the temporary employment service thereby depriving Payne of the benefit of the parties' agreement and causing Payne to incur additional penalties for failure to satisfy delinquent taxes. WHEREFORE, defendants demand judgment against Mark E. Howell and James Hare in an amount in excess of the amount requiring compulsary arbitration under local rule. Respectfully submitted, BY: LOWELL R. yATES, P.C. 1114'/1' .Jt,r2Z Mark E. Halbruner Supreme Court I.D. #66737 600 N. 12th Street, Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Defendants) Dated: April .:2.'), - 1994 7 -" - ~_:ti,~JJ;",i;/~-,;.,- L" ~ ~~: ' ,....?';" . ~t;':)..~\"c'!';'v>,"\,,; .....l M~ VBRIPlCATION The foregoing Answer with New Matter and counterclaim is based upon information which has been gathered by my counsel in preparation of the lawsuit. The language of the document is that of counsel and is not my own. I have read the document and to the extent that it is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the document is that of counsel, I have relied upon counsel in making this verification. This statement and verification are made subject to the penalties of 18 Pa.C.S. S4904 relating to unsworn falsification to authorities, which provides that if I make knowingly false averments, , > I may be subject to criminal penalties. o ~d/ /~/Z~ Bonnie L. Payne, Individually and as president, MRP, Inc. - '- Dated: //~:J ~;Y ~ en - ~ ~ 9 >-.. "'.... <t1;~ ...\ \Ur,~~x ~:l ~~; ~ _' ...... -a ,'J' ~-:r;"'::.J ~O~:;-:i't; .. ":;'1" ...,f ,',,1 'l...... .- j,. (.-:'1' c-J ... 0- ~ c.,,'" ~'''''~..".-.''.,,,.w f!f"'" ,,_... '~, , " bl'1~4 -"....~,'.,.,,,.-,',...+, . COpy INVESTMENT COffI'RACf THIS CONTRACT made and entered into this /a day of _ ~~ . 1991, by and between: ACCENT TEMPS, INC.. a Perinsylvania corporati n having its office and place of business at 3344 Trindle Road, Camp Hill, Pennsylvania, hereinafter referred to as "Corporation," and MARK HOWELL, an individual, hereinafter referred to as "Investor," witnesses that: WHEREAS, Corporation is duly organized and existing under the laws of the Conunonwealth of Pennsylvania, engaged in business as a personnel agency providing temporary help services; and WHEREAS, Investor desires to invest the sum of Fifty Thousand and No/lOO ($50,000.00) Dollars in Corporation's business upon the tenns and conditions more fully set forth below; and WHEREAS, the parties have come to an agreement upon the terms and conditions of such investment and desire to commit the same to writing; NOW THEREFORE, in consideration of the foregoing premises, as well as in consideration of the covenants and promises hereinafter to be kept and performed by the parties hereto, it is agreed as follows: 1. Investor hereby pays to Corporation the sum of Fifty Thousand and No/lOO ($50,000.00) Dollars in cash. the receipt of which is hereby acknowledged, said sum to be used and applied for the corporate benefit as the Board of Directors may from time to time determine. 2. In consideration of such investment by Investor, Corporation covenants and agrees to pay to Investor an amount equal to one and one-half (1 ~%) per cent of its gross receipts, same to be computed and paid monthly. For purposes of this paragraph, "gross receipts" shall be deemed and construed to mean all fees, commissions or other payments received by Corporation in payment for the performance of temporary help services. 3. The payments to Investor as provided in Paragraph 2, above, shall continue for as long as Corporation is in the business of providing temporary help services and such payments shall terminate if Corporation discontinues that business, or upon the dissolution or liquidation of the Corporation or the sale of its assets, whichever event first occurs. 4. If Corporation shall receive an offer from a third party for the purchase of its assets. or if Corporation shall desire to sell such assets without first having received such an PlAINTlFPS " . EXHIBIT 1l1cJ. r. -"-.... offer, Investor shall have the first option to purchase said assets. In the case of an offer of purchase from a third party, Investor shall have the option to purchase said assets upon the same tenns and conditions of that offer. In the case of Corporation's desire to sell said assets without an offer from a third party, the purchase price shall be the appraised value of said assets as established by a competent and independent appraiser. Corporation shall promptly give written notice to Investor of the tenns and conditions of the offer from the third party or of its desire to sell and a copy of the appraisal, and Investor shall exercise his option by written notice thereof delivered to Corporation within thirty (30) days after receipt of Corporation's notice. ~. If Investor exercises the option as provided in Paragraph 4, above, final se I t shall be held thereon within thirty (30) days thereafter. Investor shall receive a cre against the purchase price eqtJlil- . . d 00 00 , t, kuclr- f-Fifty Thousand and NO/lOO ($50,000.00) Dollars, ne er <1:... / 6-:1 If Investor fails to exercise the option as provided in Paragraph 4, above, then suc~ion shall expire and become null and void, but Corporation shall pay to Investor an amount equal to the sum of: (a) one and one-half (1 ~%) per cent of the purchase price paid by the third party purchaser, plus (b) t~nt.h)l.Which,tbe.s~ Fifty Thousand and No/lOO ($50,000.00) Dollars et~l~~u6d&:..Puagra~, v' t . e . Fifty Thousand and NO/lOO ($50,000.00) Dollars, !be~'~,) 7. vestor shall hereafter have fu access to and the right to inspect, during normal business and upon . arrangement with Corporation, all financial records, t books of account, ledgers, JO , urns or other documents of Corporation's gross ~ receipts, for the purpos determining or ven . g the amounts due and owing by Corporation to In or as provided in Paragraph 2, above. 8. This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania. 9. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior agreements, arrangements and understandings of the parties relating to the subject matter hereof. Investor understands and represents that he is not relying upon any representations heretofore made by Corporation with respect to its past, present or future volumes of business or gross receipts. IN WITNESS WHEREOF, the parties have caused this agreement to be executed the -2- , '?_~:~'~"""'>"'-.'.--,-.,; -. ',...... . day and year first above written, intending thereby to legally bind themselves, their heirs, personal representatives, successors and assigns. ACCENT TEMPS, INC. Br- ~ </ J2 tsMLJ President A'ITEST: (Secretary) (SEAL) .3. , ,. AGREEMENT THIS AGREEMENT made and entered into this 15th day of August, 1992, by and between: Bonnie Payne sole stockholder of Accent Temps, Inc., hereinafter known as the "Seller" and the "Corporation" and Mark Howell and James Hare hereinafter known as the "Buyer" witnesseth that: WHEREAS, Corporation is duly organized and existing under the laws of the Commonwealth of Pennsylvania, engaged in business as a personnel service providing temporary help services; and WHEREAS, Buyers desire to purchase the Sellers' interest in the Corporation, which comprises all of the outstanding stock of said Corporation upon the terms and conditions more fully set forth below; and WHEREAS, the parties have come to an agreement upon the terms and conditions of such investment and desire to commit the same to writing; NOW THEREFORE, in consideration of the foregoing premises, as well as in consideration of the covenants and promises hereinafter to be kept and performed by the parties hereto, it is agreed as'follows: 1. In consideration of the sum of $155,000.00 Seller agrees to do as follows: 1) To sell to Buyer the corporation and all of its assets or to terminate and to dissolve said corporation and to sell to any interest Seller has in the corporate name to Buyer. 2) To transfer and convey all accounts, customer lists, furniture owned by or related to said Corporation and to assign any leases held by the corporation to Buyer, specifically including the lease to the premises at 3344 Trindle Road, Camp :/ i' Hill, Pa. ~/I~I'" 3) To execute a covenant not to compete wit~the /~ (~~ Corporation or Buyer within a 25 mile radius for~ears by t[~. , operating or working for another temporary help or permanent placement agency. 4) To secure a covenant satisfactory to Buyer from Stan Dudzinski an employee of the corporation agreeing not to compete >'Pi.AiN'rtfF's ., EXHIBIT ~ n. - , . . and not to disclose customer or confidential information related to the corporation. ~ll"L.} {~ 5) To make files, -~ I mer ............. ~s af'llIl- financial and tax records of the Corporation available for inspection by Buyer including all tax returns and governmental filings related to the conduct of the business while it is owned and operated by Seller. 6) To allow Buyer to assign this Agreement to a corporation in which Hare and Howell own a controlling interest. 2. Buyer agrees as follows: 1) To pay the specified $155,000.00 to Seller in three installments: $50,000.00 previously invested by Howell, which will be converted to and considered as a purchase deposit: $35,000.00 cash on or before August 15, 1992 and the remaining balance of the purchase price of $70,000.00 cash on January 4, 1993. Transfer of the Corporation's operations shall occur between November 15, 1992 and January 4, 1993 at such time designated by the Seller provided Buyer is given two weeks prior notice. 2) To provide seller with a schedule identifying the specific portions of the purchase price relating and assignable to customer lists, the covenants not to compete, furniture, goodwill and any other items which Buyer may choose to itemize. 3) To reimburse Seller for the costs associated with and necessary to effect the dissolution and winding up of the affairs of the corporation should Buyer so require of the Seller. Buyer shall notify Seller by or before December 15, 1992 at Buyer's sole option if the Corporation is to be dissolved. Buyer agrees to assume the unexpired remainder of the lease of the premises at 3344 Trindle Rd., Camp Hill, Pa. and to hold Seller harmless for same. Buyer shall choose the attorney and pay for attorney's fees and costs related to any dissolution. 4) Buyer Howell agrees that his monthly payment due from a previous investment contract attached hereto and labeled Exhibit "A" in his sole name shall be modified as of the date of the execution of this Agreement to obligate Seller and the Corporation to pay to him the sum of Nine Hundred ($900.00) Dollars per month rather than the stated percentage amount set forth in the Investment Agreement. Such $900.00 per month paym~ shall be due until the time of final settlement for the pur" ~ ,I' ~ l;;~c IIIIIIIW' >>" , ..'--.. ." ,'., '. '-- "'':''''..'-- .. -.~" .- . - " t - -,'- f chase and sale contemplated by this Agreement and such payment obligation shall cease entirely upon settlement by and between Buyer and Seller. This entire agreement is specifically conditioned upon the following: 1) Seller providing to Buyer certificates of good standing and no lien certificates for the corporation issued by the Commonwealth of Pennsylvania and by the Pennsylvania Department of Revenue on or before final settlement. 2) Seller providing satisfactory evidence to Buyers that United States and Pennsylvania corporate tax returns and other required filings and statements have been properly prepared and filed for the last 5 years and that no audits, penalties or disputes with any taxing or governmental authorities are pending, such evidence to be available for inspection by Buyer on or before the settlement date. 3) Buyer obtaining financing approval from a banking institution or from private sources on or before August 10, 1992 for the specified $35,000.00 payment of the portion of the purchase price due on or before August 15, 1992. 4) Buyer and Seller obtaining all governmental and administrative approvals applicable to this transaction including authority for Buyer to conduct the affairs of the business under another name or the same name. 5) All obligations due and payable by the corporation or by Seller relating to the Corporation having been paid in full at the time of final settlement. 1 \t In the event that such conditions hereinabove stated to be ~ l~ i~ performed by Seller are not fulfilled or removed by both partieJfA';~ in writing, this agreement shall be null and void and all j '~~~J' advanced by Buyer shall be refunded by Seller to Buyer. Further, in such event, Seller and Buyer Howell agree that the payment schedule contained in the investment agreement labeled as Exhibit "A" shall continue as amended at the rate of $900.00 per month by this Agreement hereinabove until the debt on the investment amount is satisfied. /~I ~ ~I ~ ~~/~a /hi&" AJ.f p~ .d) ~ p~ ~ 'It. lIV"i--u I. 'ft'ftf.. (.......-. .. :~>"r:'j"'0.,-'-' ~' ',",""''''''. .. ..., '."",.v,Ji--''''<:'".I'~-'''''..7' .. -f "," .-" ~.,,~.. ~ - ....-. ~ , " . . .... .0;' .. :." If Buyer fails to pay the specified sums of money due to Seller as set forth in this Agreement, all funds put on deposit with Seller by Buyer shall be considered liquidated damages and . shall be retained by Seller with the specific exception of the $50,000.00 investment fund owned by Howell which shall be governed by the same conditions of payment of $900.00 per month as set forth in the paragraph immediately above. .. ~ BONNIE PAYNE, OF ACCENT TEMPS, INC. and~iv~~ as Seller ~ H~LL as Buyer ;, !, " .. " ,.... . ". January ~3, 1993 Addendum to Sales Agreement It is agreediby both parties to extend the closing date of Accent Temps to April 5, 1992, from Bonnie Payne to James Hare and Mark Howell if the following conditions are met. 1. A line of credit be secured for Accent Temps for the purpose of cash flow which allows the company to grow. The line of credit is the responsibility of Bonnie Payne (Accent Temps) to be paid down to zero at settlement or deducted from selling price. 2. Bonnie Payne has the option to keep the business at the end of the three month extension. 3. All other terms of oiigional agreement are still in effect. Bonnie Payne Mark Howell 7t4~ r~lf:l{~m.~'i~~.tt 'e" "''"~''''''''IBIT: "'"' ' EZ'i,~1~\,f}if~ .. ..'.. ~:kj",)i;:',':;?:.:' Exhibit "e" 3 ",vt r' ~...~"- -:__"-"!l~:..("" MARK E. HOWELL and JAMES HARE, Plaintiffs IN TIlE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVILACrION - LAW MRP, INC., formerly known as Accent Temps, Inc., and BONNIE L PAYNE, Defendants 94-1627 CIVIL TERM ORDER AND NOW, this 2.rJ day of September, 1994, nonjury trial in the above captioned matter is set for Friday, October 21, 1994, at 9:30 a.m. in Courtroom Number 4, Cumberland County Courthouse, Carlisle, PA. BY TIlE COURT, Michael R. Rundle, Esquire _ (\...b~ ~..."l..:.... ' John B. Fowler III, Esquire -U-- lJ-- For the Plaintiffs Mark E. Halbruner, Esquire _ ~ ~ 'l/~lq'fo. For the Defendant ~ ~ 0' ~G" '1/:I./q"l . ,oS, V. Court Administrator :rlm .( flJ_;;Nrt '.4.!I}; ~~t ".',~ llli~. 1\. L~'JIII- ,1'1 ". , v olj.-:; . Jrl ;/<Inj ,J ~ ./lI M, HV 8Z 1/ l ./3S ,. - No. 94- 1&;)1 ~ 1~"" Mark E. Howell and James Hare In The Court of Common Pleas of Cumberland County, Pennsylvania No. 802 Equity Term 1994 Notice, Civil. Action Equity COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND VS Accent Temps Inc., Bonnie L. Payne and Marianne R. Fidler Inc. tla Accent Temps David Rudy, Deputy Sheriff, who being duly sworn according to law, says that on February 22, 1994 at 2:55 o'clock P.M., E.S.T., he served a true copy of the within Notice, Civil Action Equity, in the above entitled action, upon the within named defendant, to wit: Accent Temps, Inc.,by making known unto Joan Fischer, Employee and adult in charge at time of service, at 3344 Trindle Road, Camp Hill, Cumberland County, Pennsylvania, itB contents and at. the same time handing to her personally the said true and attested copy of the same. Timothy Reitz, Deputy Sheriff, who being duly sworn according to law, says that on February 25, 1994 at 9:16 o'clock A.M., E.S.T., he served a true copy of the within Notice, Civil Action Equity, in the above entitled action, upon the within named defendant, to wit: Bonnie L. Payne, by making known unto Bonnie Payne, at 401 Country Club Road, Camp Hill, Cumberland County, Pennsylvania, its contents and at the same time handing to her personally the said true and attested copy of the same. David Rudy, Deputy Sheriff, who being duly sworn according to law, says that on February 22, 1994 at 2:55 o'clock P.M., E.S.T., he served a true copy of the within Notice, Civil Action Equity, in the above entitled action, upon the within named defendant, to wit: Marianne R. Fidler Inc. by making known unto Joan Fischer, Employee and adult in charge at time of service, at 3344 Trindle Road, Camp Hill, Cumberland County, Pennsylvania, its contents and at the same time handing to her personally the said true and attested copy of the same. Sheriff's Costs: Docke ting Service Surcharge 22.00 16.80 6.00 44.80 pd. by atty. 2-28-94 Sworn and Subscribed to Before Me This 'I re, 1994, A.D. Day of 711......'-' 'J - I......,._."I'~ C~ )'hdl,~ . wI .prothonotary .7-, . .' ,I Nu. q4-I~Jl c~ ,.~ MARX E. HOWBLL and JAMBS HARE, Plaintiffs, I IN 'l'HE COURT OP COMMON PLEAS I CUMBERLAND COUNTY, PENNSYLVANIA I I I CIVIL ACTION . EQUITY I I I NO. 802 EQUITY 1994 I I I vs. ACCBN'l' TEMPS, INC., BONNIE L. PAYNE and MARIANNE R. PIDLER, INC. t/a ACCBN'l' TEMPS, Defendants. NOTICE TO PLEAD TO: MARK E. HOWELL and JAMES HARE, Plaintiffs, and their attorneys, FOWLER, ADDAMS, SHUGHART & RUNDLE You are hereby notified to file a written response to the enclosed Preliminary Objections within twenty (20) days from service hereof or jUdgment may be entered against yOU. LOWE~L R. a;rES; P.C. By: ~!tE 4-L/2? :.:.:..:.::~ r:. H~lL=~:-.;.c~, E::::n.:..!.rc Supreme COurt I.D. #66737 600 North 12th Street Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for defendant, Marianne R. Fidler, Inc.) DATED: rJo..J'\ It( , 1994 " '. . . MARX E. HOWBLL and JAMES HARB, Plaintiffs, I IN 'l'HE COURT OP COMMON PLEAS I CUMBERLAND COUNTY, PENNSYLVANIA VB. CIVIL ACTION - EQUITY ACCBN'l' TEMPS, INC., BONNIB L. PAYNE and MARIANNE R. PIDLER, INC. t/a ACCBN'l' TEMPS, Defendants. NO. 802 BQUITY 1994 PRELIMIN~RY OBJECTIONS OF DEFENDANT, :~~Al~~E ~. ~:L~ZA. ~NC. AND NOW, comes the defendant, Marianne R. Fidler, Inc., by its attorneys, LOWELL R. GATES, P.C., and makes the following Preliminary Objecctions: NONJOINDBR OP A NBCESSARY PARTY 1. By virtue of an amendment filed with the Pennsylvania Department of State, Corporation Bureau, effective September 23, 1993, the name Accent Temps, Inc. was changed to MRP, Inc. 2. Said name change is a matter of public record. 3. There is currently no existing corporation named Accent Temps, Inc. 4. As appears on the face of the Complaint, there is a defect of parties in that MRP, Inc., an essential party, is not .;0in0~ J~ ~ ~nf'3nd?r't., ~n(J q~id plp~rlinq is d~fe~tive for nonjoinder. , ; '1 . . WHEREFORB, defendant, Marianne R. Fidler, Inc., requests that the complaint be dismissed. INSUFFICIENT SPBCIPICITY OP PLEADING 5. In paragraph 31 of the Complaint, plaintiffs aver that defendant, Marianne R. Fidler, Inc., paid less than fair consideration for the assets purchased from defendant, Accent Temps, Inc. 6. The Complaint does not state with sufficient specificity the facts supporting plaintiffs' conclusion that Marianne R. Fidler, Inc. paid less than fair consideration to Accent Temps, Inc. 7. In paragraph 33 of the Complaint, plaintiffs aver that at the time of the transaction between defendants, Accent Temps, Inc. and Marianne R. Fidler, Inc., the latter knew or had reason to know that the former was insolvent or would become insolvent as a result of the sale. !!. The C,=,~plai!!t de'?s not stat!'! with sufficient, !lpeciflcity how Marianne R. Fidler, Inc. acquired or should have acquired such knowledge. 2 . . , . WHBREFORB, defendant, Marianne R. Fidler, Inc., requests an order requiring plaintiffs to remedy the insufficiencies in pleading described in paragraphs 6 and 8 of these Preliminary Objections. Dated: March~, 1994 Respectfully submitted, J70.1/?:.:zL@ Mark E. Halbruner Lowell R. Gates, P.C. 600 North 12th St., Suite 2 Lemoyne, PA 17043 (Attorneys for defendant, Marianne R. Fidler, Inc.) 3 . . i f I , i ! i . , CERTIPICATB OP SBRVICE I, Mark E. Halbruner, of the law firm of Lowell R. Gates, P.C., hereby certify that I served a true and correct copy of the foregoing preliminary Objections of Defendant, Marianne R. Fidler, 111(:.. f"'\'n ~l;~<; a,::!."". 1'" fit-,.;;,......., '-\!;:~ n~~Lr,(J 8t~t:.p~ mail, to the following person at his address: John B. Fowler, III, Esquire FOWLER, ADDAMS, SHUGHART & RUNDLE 28 South Pitt Street P.O. Box 208 carlisle, PA 17013 (Attorneys for plaintiffs) Dated: March ljL, 1994 LOWELL R. GATES, P.C. By 71~A t:<: !lh~ W Mark E. Hal runer 600 North 12th St., Suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for defendant, Marianne R. Fidler, Inc.) ~i ~~~ o .!;lc1; u ~ ga. ~ ... OOI~ ~ui:5!;l 8~~~ ~ffiH~ ~~5~ .r, ~ .. "=:- . . - 1.,..'0-'''' ~ ~~':; .,~. ~ ....<"~',- -:.,- - "= ~ <fl gfj til,S ~~ .., 1 ! c.l ~ ;... ~:!':t: ;;1'" III ~ g J ~ f;: 2l ~ .m ~ l>: ~ ~I~ ~!~ i=1lii~ ~ ~ ~ S;j ~~ ~ f:l ~ ~ . U II. iQ~ rI) LL ~ o < ~~ ii: I . ~= :5 Iool Iool ~ Z ~ ~ .' ~ ~ r:loc 0( z ~ ~ z z UJ .. uI z ,. o :I UJ ... Iii UJ a: Ii; :J: ~ .' . ~:.. '~ '. (, 'I I I ! , 1 . I 1 I " I ,:' -, .:t....~.-l t. 't, " , I - - -, ...,..._...,>........_..,._-,,~.,..,+-~.., -\. '. MARK E. HOWELL and JAMES HARE, . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA . . plaintiffs . . : v. CIVIL ACTION - EQUITY ~ fll>-. q'f- U~:l? ~.::T.vv.vv NO. 802 EQUITY 1994 . . ACCENT TEMPS, INC., BONNIE L. PAYNE and MARIANNE R. FIDLER, INC. t/a ACCENT TEMPS, . . . . . . Defendants . . AND NOW, this ORDER OF COURT 21 tLday of ,vi V c.lt , 1994, pursuant to the attached Stipulation, the above captioned action is hereby certified to the law side of the court. BY THE COURT, J. Vll/Hr's ~!'In()o . ;;' "'Uti ~~V"""IO e"lIi'ua'ln" "'''' /110"; ". " 3011:10.; i :.' /': JO M. HV IlZ II It IJ~H , .~ MARK E. HOWELL and JAMES HARE, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs v. CIVIL ACTION - EQUITY ACCENT TEMPS, INC., BONNIE L. PAYNE and MARIANNE R. FIDLER, INC. t/a ACCENT TEMPS, NO. 802 EQUITY 1994 Defendants STIPU~TION THIS STIPULATION, made this 23rd day of March, 1994, by and between the respective Attorneys for Plaintiffs and Defendants in the above captioned action, WITNESSETH: WHEREAS, Plaintiffs filed their Complaint against Defendants, Count IV of which merited said action being filed in the equity side of the court; WHEREAS, Defendants filed various preliminary objections to said Complaint; and WHEREAS, because of an exchange of documents and information between the parties, Plaintiffs intend to file an Amended Complaint as of course which will, inter~, not include said Count IV, thereby rendering said preliminary Objections moot and justifying the transfer of said action to the law side of the court. NOW, THEREFORE, in consideration of the premises, the parties hereto, each intending to be legally bound hereby, stipulate and agree through their respective Attorneys, who p . .,~ '. .. represent to each other and to the Court that they are duly authorized to enter into this stipulation for and on behalf of and to bind their respective clients, as follows: 1. The parties hereto consent to the entry of an Order of Court certifying the above captioned action to the law side of the court. IN WITNESS WHEREOF, the parties hereto have caused this stipulation to be duly executed the day and year first above written. FOWLER, ADDAMS, SHUGHART & RUNDLE By: /~~~ Attorneys for Plaintiffs L LOWELL R. GATES, P.C. . /7 ~ By: iN.at (:';- .;;1 /. / Attorneys for Defen an s ,...--.,....... '-'""' MARK E. HOWELL and JAMES HARE, IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs . . . . v. : CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . . . : NO. 94-1627 CIVIL TERM , REPLY AND NOW, come the plaintiffs, Mark E. Howell and James Hare, by their attorneys, Fowler, Addams, Shughart & Rundle, and make the following Reply to New Matter and Counterclaim contained in defendants' Answer: NEW MATTER 29. Admitted. 30. Admitted. By way of further reply, no agreements were reached as a result of such discussions except as provided in Exhibit "A". 31. Denied. On the contrary, Howell never agreed to rescind Exhibit "A". 32. Denied. Payne never informed the plaintiffs that her business was experiencing tax problems. On the contrary, Payne told the plaintiff, Howell, that she would provide the plaintiffs at settlement with the necessary certifications evidencing no tax liens. 33. Denied as stated. It is admitted that plaintiffs requested an extension of the closing date in order to obtain and \....-- review financial and tax records and to determine the nature and extent of customer accounts of the defendant, Accent Temps, Inc. Payne/ likewise, requested such extension in order to utilize the line of credit (Exhibit "C") to enable the business to grow and to provide additional time within which to acquire new accounts for such business among other reasons. Such extension was by mutual agreement. 34. Denied as stated. In December 1991 or January 1992, at the time when the subscription deadline closed, Howell agreed to pay one-half of the cost of "Yellow Pages" advertisements for both businesses operated at 3344 Trindle Road, Camp Hill, Pennsylvania. By way of further reply, on or about April 2/ 1993, Payne gave written notice to Howell evicting him from the office space located at such premises. 35. Admitted. WHEREFORE, the plaintiffs request the defendants' New Matter be dismissed and that the relief requested in plaintiffs' Amended Complaint be granted. COUNTERC~IM COUNT I 36. Denied as requiring no responsive pleading. 37. Denied. On the contrary/ Howell paid Payne his share of such advertisement costs until his eviction without just cause. By way of further rep1y, Howell incorporates herein by reference his reply in Paragraph 34 hereof. -2- -3- WHEREFORE, Howell requests Count I of defendants' Counterclaim be dismissed and that judgment be entered in favor of Howell. COUNT II 38. Denied as requiring no responsive pleading. 39. Denied as stated. It is admitted that the plaintiffs failed to purchase the temporary employment service for the reasons set forth in plaintiffs' Amended Complaint. After reasonable investigation, the plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the remaining averments of Paragraph 39, and proof thereof is demanded. WHEREFORE, the plaintiffs request Count II of defendants' Counterclaim be dismissed and that judgment be entered in favor of the plaintiffs. FOWLER, ADDAMS, SHUGHART & RUNDLE '1 By: ,J;r>>--/~'--)M.,;;- John B. Fowler, III, Esq. ,Supreme Court I.D. No. 06273 v, '28 South pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs '! VERIFICATION Mark E. Howell hereby verifies that he is one of the plaintiffs above named, and that the facts set forth in the foregoing Reply are true and correct to the best of his knowledge, information and belief, and understands that false statements herein are made subject to the penalties of 18 Pa.c.s. 54904 relating to unsworn falsifications to authorities. Dated: MaytPA , 1994 lJftf~~~ VERIFICATION James Hare hereby verifies that he is one of the plaintiffs above named, and that the facts set forth in the foregoing Reply are true and correct to the best of his knowledge, information and belief, and understands that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904 relating to unsworn falsifications to authorities. Dated: May ~ , 1994 . MARK E. HOWELL and JAMES HARE, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs v. CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants NO. 94-1627 CIVIL TERM . . CERTIFICATE OP SERVICE I hereby certify that a copy of Plaintiffs' Reply was served on May 20, 1994, upon the person and in the manner indicated below: Service bv first class mail addressed as follows: Mark E. Halbruner, Esq. (717) 731-9600 Lowell R. Gates, P.C. 600 North 12th street, Suite 2 Lemoyne, PA 17043 <Attorneys for Defendants) Dated: May 20, 1994 Fowler, III, sq. s~preme Court I.D. No. 06273 / yowler, Addams, Shughart & Rundle ~28 South pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs ~.~ ...' ,;,...,. {'--" . .,,,-<--,. . ......._...~ "::I" en '~)o. ~ ~r:._ if: "I .- .0' . ,;, lI'l :1 , III ~ N ':1 - <:::l :1'll .. ." , - :.:;. ,.. t~ c,.'1 = '. PRAECIPE FOR LISTING CASE FOR TRIAL (Must be typewritten and subnitted in duplicatej . =>: "".. - .... <:::> 'ro THE PKJ1'HCN11'AR'i OF ctJolBERLAtI) COlJNl"{ N Please list the following cases (Check one) for JURY trial at the next .' .~'i V'I '-,"J 0"'1 I" '11-'0 .,. ;.. ::I: term of dUll CQW1:. .c.. X) for trial without a jury. ----------------------------------------- CAPTION OF CASE (entire caption nust be stated in full) MARK E. HGlELL and JAMES ~, (check one) ex ) Civil Action - Law ( ) Appeal fran Arbitration ) (other) ( Plaintiff!i VB. MRP, INC., formerly known as ACCEm' TEMPS, INC., and BONNIE L. PAYNE The trial list will be called on ~x 8/9/94 Trials commence on 9/6/94 (DefendanW Pretrials will be held on 8/17/94 (Briefs are due 5 days before pretrials.) (The party listing this case for trial shall provide forthwith a copy of the praecipe to all counsel, pursuant to local Rule 214.l.) VB. No. 94-1627 Civil Term lil9X Indicate the attomey who will try case for the party who files this praecipes John B. Fowler, III, Esq. Indicate trial CXlunsel for other parties if Imownl Mark E. Halbruner, Esq. This case is ready for trial. - "'" - Att John B. Fowler, III Plaintiffs Date I May 20, 1994 fOri \' ....- '-:,a ":'1 ~""'. ..1.... ~ '...... ~ . ~o , ~ MARK E. HOWELL and JAMES HARE, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA plaintiffs . . . . CIVIL ACTION - LAW v. MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . NO. 94-1627 CIVIL TERM PRETRIAL MEMORANDUM I. FACTS: On September 10, 1991, plaintiff Mark E. Howell entered into an investment contract with Defendant Accent Temps., Inc. whereby the sum of Fifty Thousand ($50,000.00) Dollars was invested by Howell for which he was to receive 1 1/2% of the gross receipt of the corporation on a monthly basis. The agreement provided further that should the corporation be sold to a third party, Howell was to receive 1 1/2% of the sale price plus the sum of $50,000.00. On August 15, 1992, Plaintiff Howell and Hare entered into an agreement with Defendant Bonnie payne, the sole stockholder of Accent Temps., Inc. to purchase the corporation for $155,000.00. The $50,000 invested by Howell was to be considered as a purchase deposit. Additionally, the plaintiff made a deposit towards the purchase price in the amount of $35,00.00. As part of the agreement Plaintiff Howell agreed to accept monthly payments of $900 in lieu of the percentage of gross receipts payable under the investment contract. (. ,..~'-~ ....-r-- ~ , The agreement to purchase was contingent upon the Defendant's providing the Plaintiff with a certificate of good standing and a no lien certificate from the Commonwealth of Pennsylvania on or before settlement and further upon Defendant's providing on or before settlement satisfactory evidence that United states and Pennsylvania corporate tax returns were properly prepared and filed for the previous five years and that no audits, penalties or disputes were pending. Settlement was originally scheduled to occur on or before January 4, 1993. On January 13, 1993, both parties agreed to extend the settlement date to AprilS, 1993. The Agreement provided that if the Defendant did not meet the aforesaid requirements, the agreement was to be null and void, with the $35,000 advanced by the Plaintiff returned to him, and the Defendants were to continue paying $900 per month to Plaintiff Howell on the investment contract of September 10, 1991. The Defendants failed to meet the conditions prior to AprilS, 1993, thereby nullifying the agreement of August 15, 1992. On January 13, 1993 Plaintiff Howell agreed to extend a line of credit to Accent Temps, Inc. and in furtherance thereof advanced a total of $39,000. Defendant Payne repaid the sum of $11,000 leaving a balance of $28,000. On August 17, 1993 the assets of Accent Temps., Inc. were sold to Marianne Fidler for the sum of $150,000, thereby triggering the obligation of Defendants to pay Plaintiff Howell 1 1/2% of the purchase price ($2,250) plus the sum of $50,000 for ~ , , a total of $52,250 pursuant to Paragraph 6 of the investment contract of September 10, 1991. II. ISSUES A. Whether the Defendants are in breach of the investment contract of September 10, 1991. B. Whether the Defendants are in breach on the agreement of sale of August 15, 1992. C. Whether the Defendants are in breach of the line of credit agreement of January 13, 1993. III. WITNESSES: A. Mark Howell B. James Hare C. Bonnie Payne (as on cross examination) D. Such other witnesses as may be identified after Defendants answer discovery. IV. EXHIBITS: A. Contract of September 15, 1991; B. Contract of August 10, 1992; C. Addendum to Sales Agreement dated January 13, 1993; D. Letter of April 5, 1993 allocating purchase price; E. Checks issued to Accent Temps dated January 12, 1993, January 19, 1993, February 12, 1993, and March 16, 1993 totalling $39,000; F. Agreement for Purchase and Sale of Assets dated August 17, 1993 between Accent Temps., Inc. and Marianne Fidler; G. Letter of Marlin R. McCaleb dated April 30, 1993; and , . ~ ~ H. Notices of tax liens against Accent Temps., Inc. filed in Office of Prothonotary, Cumberland County. V. SETTLEMENT NEGOTIATIONS A. Plaintiff Howell is prepared to accept $38,286 in full satisfaction of Count I and $28,000 in full satisfaction of Count II. B. Plaintiffs Howell and Hare are prepared to accept $35,000 in full satisfaction of Count III. C. No settlement offer has been made by Defendants. IV. This is a non-jury trial expected to last no more than one- half day. , Respectfully submitted, FOWLER, ADDAMS, SHUGHART & RUNDLE By: VS. I IN 'l'HB COURT OP COMMON PLEAS I CUMBBBLAND COUNTY, PBNNSYLVANIA I I I CIVIL ACTION - LAW I I I NO. 94-1627 CIVIL TBRM I I MARX Z. H01fBLL and JAMBS HARZ, plaintiffB, MaP, INC., formerly known as ACCBN'l' TEMPS, INC., and BONNIZ L. PAYNZ, Defendants. DZPBNDAN'l'S I MEMORANDUM POR PRETRIAL CONFERENCE Mark E. Halbruner, Esq. Lowell R. Gates, P.C. 600 N. Twelfth Street, Suite 2 Lemoyne, PA 17043 Phone: (717) 731-9600 Fax: (717) 731-9627 Attorneys for Defendants I. STATBMBN'l' OF FACTS AS TO LIABILITY MRP, Inc. is a corporation of which Bonnie L. payne is the sole stockholder. Prior to September 23, 1993, MRP, Inc. was known as Accent Temps, Inc. (Accent Temps, Inc. and MRP, Inc. will both be referred to as the COrporation.) On or before September 10, 1991, Mark E. Howell and Bonnie L. Payne discussed terms under which Howell could purchase a temporary employment service, "Accent Temps", and a permanent placement service, "Accent careers", both of which were owned and operated by the COrporation. On or about September 10, 1991, Accent Temps, Inc. and Howell entered into a written agreement whereby Howell purchased the permanent placement service and sublet office space from the COrporation. On or about September 10, 1991, Howell and the COrporation entered into a typewritten agreement under which Howell invested $50,000.00 in the temporary employment service. The agreement provided that Howell would receive 1.5\ of the Corporation's "gross receipts" for as long as the corporation operated the temporary employment service. The payments to Howell were to cease upon the discontinuance of the temporary employment service, the dissolution of the COrporation or the sale of the Corporation'S assets. The investment agreement further granted Howell a right of first refusal for the sale of the temporary employment service. If Howell exercised the option, he was to be given a credit toward the purchase price equal to $50,000.00 less the sum of the "gross receipt" payments made to him. If Howell did not exercise the 2 option, then he was to receive 1) 1.5\ of the purchase price paid by the third.-party purchaser and 2) his $50,000.00 investment less the sum of the "gross receipt" payments made to him. paragraphs 5 and 6 of the agreement, which set forth Howell's rights under the above contingencies, have been altered by uninitialed, handwritten marks. The investment agreement did not provide for the accrual of interest on Howell's $50,000.00 investment. Beginning on October 16, 1991, and continuing through August 11, 1991, Payne and/or the COrporation made monthly payments to Howell totalling $11,144.42 in accordance with the investment agreement. sometime during this period, Payne informed Howell and James Hare that she was experiencing tax problems and that she would like to sell the temporary employment service in order to alleviate those tax problems. As a result of that discussion, Howell and Payne orally agreed to rescind the investment agreement and to reach a new agreement Whereby Howell's initial investment would be credited toward his purchase of the temporary employment service. On or about August 15, 1992, Payne entered into an agreement with Howell and Hare whereby Howell and Hare would purchase the temporary employment service for $155,000.00. The purchase price was to be paid as follows: $50,000.00 was to be a credit from Howell's initial investment, $35,000.00 was to be a deposit paid on or before August 15, 1992, and $70,000.00 was to be paid at closing on January 4, 1993. The sales agreement also provided that the 3 "gross receipts" payments previously made under the investment agreement were to be substituted with $900.00 monthly payments until the sale was closed. The sales agreement did not provide that the $900.00 monthly payments would include interest on the unpaid balance of Howell's investment. The sales agreement was contingent upon the corporation's providing certificates of good standing from the pennsylvania Department of State and Department of Revenue. The sales agreement also required payne to produce evidence that the COrporation's tax returns had been filed for the preceding five years and that no audits or tax proceedings were pending. If the contingencies were satisfied, then Howell and Hare would either purchase the temporary employment service or forfeit their $35,000.00 deposit. If the contingencies were not satisfied, then Howell and Hare would recover their deposit. In either event, Payne would continue to make the $900.00 monthly payments to Howell until his $50,000.00 investment had been returned. On or about April 1, 1992, Howell agreed to pay one-half of the cost of "Yellow pages" advertisements purchased by Payne to promote both the Corporation's temporary employment service and Howell's permanent placement. Beginning on September 8, 1992, and continuing through April 21, 1993, Payne made monthly $900.00 payments to Howell in accordance with the sales agreement. prior to December 31, 1992, Payne made arrangements with the U.S. Internal Revenue Service and 4 ..""--. pennsylvania Department of Revenue to satisfy her delinquent taxes with the proceeds from the sale of the temporary employment service. Payne informed Howell of these arrangements, and Howell expressed his willingness to proceed with the purchase. On January 13, 1993, Payne and Howell executed an Addendum to Sales Agreement. At the request of Howell, Payne agreed to postpone the sales agreement closing date from January 4, 1993 to April 5, 1993 contingent upon the following conditions. First, Howell and Hare were to extend the temporary employment service a line of credit which would be deducted from the sales price at Closing. In accordance with this provision, Howell and Hare paid Payne $39,000.00. Second, Payne would have the option of keeping the business at the Closing date. Finally, all other terms of the sales agreement were to remain in effect. On April 5, 1993, Howell and Hare failed to purchase the temporary employment service. By breaching their agreement to purchase the temporary employment service, Howell and Hare caused Payne to incur additional penalties for failure to satiSfy delinquent taxes. In August 1993, Accent Temps, Inc., sold the temporary employment service to Marianne R. Fidler for $155,000.00 to be paid partially in a lump sum and partially in installments. Marianne R. Fidler later transferred the business to Marianne R. Fidler, Inc. which continues to operate the business under the name Accent Temps. On September 23, 1993, Accent Temps, Inc. changed its name 5 .'.;' L:~,:';,"-'~i,'-", ,;,,,,,1..;...,'''~ jJ'(~:'~': ~ to MRP, Inc. All three of the agreements referred to above were drafted by or on behalf of Howell. II. STATBMBN'l' OF FACTS AS TO DAMAGBS The parties have not been able to agree on the sum which Payne owes to Howell as a result of the sale to Marianne R. Fidler. Payne maintains that she is entitled to damages for plaintiffs' refusal to purchase the business in April, 1993. payne is still negotiating with the U.S. Internal Revenue Service and cannot yet determine the extent of her damages caused by plaintiffs' breach. Therefore, Payne has not paid Howell 1.5% of Marianne R. Fidler's purchase price, nor has Payne made any additional payments on Howell'S investment. With respect to the line of credit extended to her business on January 13, 1993, Payne has repaid Howell and Hare the sum of $11,000.00. Payne has withheld the remaining $28,000.00 and the plaintiffs' $35,000.00 deposit as liquidated damages for plaintiffs' failure to purchase the business. Howell has refused to pay Payne $2,370.00 representing his share of the "Yellow pages" advertisement costs. 6 -R..-""..,', III. PRINCIPAL ISSUBS OF LIABILITY AND DAMAGES A. Did Howell and Hare breach their August 15, 1992 agreement (and the January 13, 1993 addendum thereto) to purchase defendants' business? Suggested answer: Yes. B. Did the January 13, 1993 Addendum to Sales Agreement contemplate that the line of credit would be forfeited if Howell and Hare failed to purchase the temporary employment service? Suggested answer: Yes. C. Is Howell obligated to pay defendants $2,370.00 for the "Yellow Pages" advertisements? Suggested answer: Yes. IV. SUMMARY OF LEGAL ISSUES Should the three written agreements be construed against Howell, the party responsible for their drafting? Suggested answer: Yes. Ambiguous language in a contract is construed most strongly against the drafter thereof. Rusiski v. pribonic, 515 A.2d 507, 510, 511 Pa, 383 (1986); Hershey Foods v. General Elec., 619 A.2d 285, 290, 422 Pa.Super. 143 (1992). V. WITNBSSBS TO BB CALLED AT TRIAL Defendants will call Bonnie L. Payne and Stanley F. Dudzinski as witnesses. 7 Respectfully submitted, VI. EXHIBITS TO BB INTRODUCED AT TRIAL Defendants will introduce invoices demonstrating the "Yellow pages" advertisement expenses referred to in paragraphs 34 and 37 of defendants' Answer with New Matter and COunterclaim. VII. STATUS OF SET'l'LBMBN'l' NBGOTIATIONS The parties have discussed a settlement by which plaintiffs would forego their claim to the $35,000.00 deposit and accept monthly payments, without interest, for the balance of their claims. ~<< ibr?:!/ Mark E. Halbruner, Esquire Lowell R. Gates, P.C. 600 N. Twelfth street, Suite 2 Lemoyne, PA 17043 Phone: (717) 731-9600 Attorneys for Defendants Dated: , 1994 8 o . ~C> . CBRTIFlCATB OF SBRVICB 'l'he undersigned hereby certifies that, on the date below written, he served a true copy of the foregoing Memorandum for pretrial Conference on the person listed below, at the address set forth, by facsimile transmission and by First Class united States Mail: Michael R. Rundle, Esquire Fowler, Addams, Shughart & Rundle P.O. Box 208 28 south pitt Street Carlisle, PA 17013 (Attorneys for Plaintiffs) ~k~ Mark E. Halbruner, Esquire Lowell R. Gates, P.C. 600 North Twelfth Street suite 2 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Defendants) Dated: ~, 1994 9 . ~ ~f u . 13 c:l. c z (I) c ~L ~ g~ I r.:I ~ 5 ~ ~ ~ z J2fa z p. ~ ~ ~ ~~ w III Go >.. .., uI 8~~..1 ] ~ ]~ .i z ii: I . >- f:;OI~ .., ~ i 0 i .~ ~= ~ cS~~"" I w . ... ~i~~ ~ ~ :~r 2l ~ .. Iii w .. a: U ~'i' ~~~ ~ Ii; . ~ ~ ..1~ r.:I p. ~1~5g ~~ ~.~! j::l z ~ i , . \~ - ....-..-.. - , ~ , , I,' '. ( V r · ., .,._~ ~ . MARK E. HOWELL and JAMES HARE, IN THE COURT OF COHMON.PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA plaintiffs . . . . . . v. CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . . . . NO. . . . . . 94-1627 CIVIL TERM AMENDED REPLY AND NOW, come the plaintiffs, Mark E. Howell and James Hare, by their attorneys, Fowler, Addams, Shughart & Rundle, and make the following Amended Reply to New Matter and Counterclaim contained in defendants' Answer: NEW MATTER 29. Admitted. 30. Admitted. By way of further reply, no agreements were reached as a result of such discussions except as provided in Exhibit "A". 31. Denied. On the contrary, Howell never agreed to rescind Exhibit "A". 32. Denied. Payne never informed the plaintiffs that her business was experiencing tax problems. On the contrary, Payne told the plaintiff, Howell, that she would provide the plaintiffs at settlement with the necessary certifications evidencing no tax liens. 33. Denied as stated. It is admitted that plaintiffs requested an extension of the closing date in order to obtain and ~.:~~-- review financial and tax records and to determine the nature and extent of customer accounts of the defendant, Accent Temps, Inc. Payne, likewise, requested such extension in order to utilize the line of credit (Exhibit "C") to enable the business to grow and to provide additional time within which to acquire new accounts for such business among other reasons. Such extension was by mutual agreement. 34. Denied as stated. In December 1991 or January 1992, at the time when the subscription deadline closed, Howell agreed to pay one-half of the cost of "Yellow Pages" advertisements for both businesses operated at 3344 Trindle Road, Camp Hill, Pennsylvania. By way of further reply, on or about April 2, 1993, Payne gave written notice to Howell evicting him from the office space located at such premises. 35. Denied as stated. The Investment Contract of September 10, 1991, was initially prepared by Marlin R. McCaleb, Esquire, on behalf of Defendants Bonnie L. Payne and Accent Temps., Inc., but was modified at the time of execution by Plaintiff Mark E. Howell and Defendant Bonnie L. Payne. WHEREFORE, the plaintiffs request the defendants' New Matter be dismissed and that the relief requested in plaintiffs' Amended Complaint be granted. COUNTERCLAIM COUNT I 36. Denied as requiring no responsive pleading. -2- ... '. 37. Denied. On the contrary, Howell paid Payne his share of such advertisement costs until his eviction without just cause. By way of further reply, Howell incorporates herein by reference his reply in Paragraph 34 hereof. WHEREFORE, Howell requests Count I of defendants' Counterclaim be dismissed and that judgment be entered in favor of Howell. COUNT II 38. Denied as requiring no responsive pleading. 39. Denied as stated. It is admitted that the plaintiffs failed to purchase the temporary employment service for the reasons set forth in plaintiffs' Amended Complaint. After reasonable investigation, the plaintiffs are without knowledge or information sufficient to form a belief as to the truth of the remaining averments of Paragraph 39, and proof thereof is demanded. WHEREFORE, the plaintiffs request Count II of defendants' Counterclaim be dismissed and that judgment be entered in favor of the plaintiffs. FOWLER, ADDAMS, SHUGHART & RUNDLE ~"LL.-. ( .. D '0 (\ By: ~~ ~'-- Michael R. Rundle, Esq. Supreme Court I.D. No. 27768 28 South Pitt street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs -3- :- a. VERIFICATION Mark E. Howell hereby verifies that he is one of the plaintiffs above named, and that the facts set forth in the foreqoinq Reply are true and correct to the best of his knowledge, information and belief, and understands that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904 relatinq to unsworn falsifications to authorities. Dated: August l3 , 1994 . ~ ill' ,f/' ,: 1''' 1:1'..........._, i".' . , , MARK E. HOWELL and JAM1::S HARE, . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA plaintiffs . . v. : CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . NO. 94-1627 CIVIL TERM CERTIFICATE OF SERVICE I hereby certify was served on August indicated below: that a copy of plaintiffs' Amended Reply , 1994, upon the person and in the manner Service bv first class mail addressed as Mark E. Halbruner, Esq. (717) 731-9600 Lowell R. Gates, P.C. 600 North 12th street, suite 2 Lemoyne, PA 17043 (Attorneys for Defendants) follows: Dated: August z3 , 1994 ~'0.,.yP-~~ Michael R. Rundle, Esq. Supreme Court I.D. No. 27768 Fowler, Addams, shughart & Rundle 28 South pitt street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs ~'~' ..o:.(!\."'''''':, ['~--'- '..--' ~-, ......--.:....;,.-_..,.:",; -,,..-.,,.^,,.-..,,... ":r" .... -. >->- .c... ~'{ ,. lU<;::";"1 ~;.:::.._.:;: ~~(.)..i .t. ...w._~ C",I- ......l :-.:'i:"- ,--'j."; 1,." . - -~" ... .:""r. .' .... ,-"::t:'" ::c -'" N '=' !2 ,.., "'" c.:J => -.. .......: (".1'. " MARX B. HOWBLL and JAMBS HARE, I IN 'l'HB COURT OP COMMON PLEAS OP I CUMBBRLAND COUNTY, PENNSYLVANIA I I I CIVIL ACTION - LAW I I I I I NO. 94-1627 CIVIL TBRM PlaintiffB V. MaP, INC., formerly known aB ACCENT TEMPS, INC., and BONNIB L. PAYNE, Defendants IN RB I NON-JURY TRIAL ORDER OP COURT AND NOW, this 21st day of October, 1994, this matter having been called for trial without a jury, the Court finds in favor of the Plaintiff, Mark B. Howell, and against MaP, Inc., formerly known as Accent Temps, Inc., and Bonnie L. Payne in the amount of $80,250.00, and finds in favor of the Plaintiffs Mark Howell and James Hare and against the Defendants MRP, Inc., formally known as Accent Temps, Inc., and Bonnie Payne in the amount of $35,000.00. By the Court, K-:~'t'f!/-f- Michael R. Rundle, Esquire Por the plaintiff / Mark E. Halbruner, Esquire Por the Defendants .: mal '", 'i. M. IIJ or r fZ IJD .'m'.... h:~},.-:~.:~. . lSZ'." ._= -'"" ,... ~:f!ft~' . -"~ "---.. '\ MARK E. HOWELL and JAMES HARE, plaintiffs . . . . . . . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants . . . . : NO. 94-1627 CIVIL TERM . . . . PRAECIPE TO THE PROTHONOTARY: Please enter judgment in favor of Mark E. Howell and aqainst Defendants MRP, Inc., formerly known as Accent Temps, Inc. and against Bonnie L. Payne in the amount of $80,250.00 and enter judgment in favor of Mark E. Howell and James Hare against Defendants MRP, Inc., formerly known as Accent Temps Inc., and aqainst Bonnie L. Payne in the amount of $35,000.00. Date: December 6, 1994 FOWLER, ADDAMS, SHUGHART & RUNDLE By: f'vv.w......w-~ Michael R. Rundle 28 South pitt Street P.O. Box 208 Carlisle, PA 17013 (717) 249-8300 Attorneys for Plaintiffs ~ -," - -.... -:' ,.:.t: ~ a- l'''' t...-:J '. '.:J u..J :', = ., ;0 v, ~ " ~ ~ , ~ ..... ....... .... ~ ~ ~~ '\ ~~ "'-' ~ ~1' 1 l.- I- ~~ 1 'Y .!.c' ~GJ - I'- ~ -+- l'<"\ ~.... IQ T"'-1.:Jo.,. ~........~ . ~ "'- ~.....1.~).~ '-.) """ -S '-....J ~ . .......... "1 MAAK E. Hll'IELL and JAMES HARE, Plaintiffs IN 'lllE axJRl' OF CXMO'i PLEAS OF Clt1BERLAND CXXlHlY, PDN>YLVANIA CIVIL DIVISlOO File No. Amount Due $115,250.00 Interest $87l.70 94-1627 Civil Term v. MRP INC., fonrerly known as ACCENl' TEMPS, and OONNIE L. PAYNE, Defendants INC. v. MARIANNE FIDLER, 42 Golfview Road, Carrp Hill, PA, 17011 Garnishee 'ID THE PRO'llIOoorARY OF THE SAID COURT: Atty's Ccmn Costs The undersigned hereby certifies that the below does not arise out of a retail installment sale, contract, or account based on a confession of judgrent, but if it does, it is based on the appropriate original proceeding filed pursuant to Act 7 of 1966 as amended; and for real property pursuant to Act 6 of 1974 as amended. PRAEX:IPE FOR EXECt1l'lOO Issue writ of execution in the above natter to the Sheriff of CUmberland County, for debt, interest and costs upon the following described property of the defendant(s) proceeds of Agreement for Purchase and Sale of Assets dated August l7, 1993, between Accent Temps, Inc. and Marianne Fidler PRAEX:IPE FOR ATT~ EXECt1l'lOO Issue writ of attachment to the Sheriff of CUmberland County, for debt, interest and costs, as above, directing attachment against the above-named garnishee(s) for the following property (if real estate, supply six copies of the description; supply four copies of lengthy personalty list) proceeds of Agreement' for Purchase and Sale of ' Assets dated August l7, 1993, between Accent Temps, Inc. and MiU'ianne Fidler, U<l"l<Il~lu.-. (jJ h-)... G.r. C:l'~I~ tEL (Ot-r.-p klllC Pit. and all other property of the defendant(s) in the possession, custody or control of the said garnishee(s). (Indicate) Index this writ against the garnishee(s) as a lis pendens against real estate of the defendant(s) described in the attached exhibit. " i') ( DATE: December 6, 1994 Signature: ~\~R.~~ Print Name: Michael R. Rundle Address: 28 South pitt Street carlisle, PA l70l3 Attorney for: Plaintiffs Telephone: (7l7) 249-8300 Supreme Court ID No.: 27768 @ ,. i ". Notes. If real property, supply six copies of description including irrprovements and an original and copy of affidavit of ownership (PaR.C.P. No. 3129). If lengthy personalty list, supply four copies of list. To index writ, file separate praecipe with writ. ~~ i- , ,VI 'C. - f\.j ~ ~ ~., '~ " ~ --...1 ~....J '5"\ ...." \:l-.....J - ~ . i: en - ~ ~ - ~~~~ ~~~ r ~\" '(;l ~ "" ;r ~ ~. .' :'1: " .<,t;)~ 1'. . r'':"l 'It, .... 'I ... .- ~1 ;J1 .. .< - - ,[? r- , f;l !Iii . 2 ~ ~ 'JI" ~ f6"'~t \;1-4 ~1 t ~ -. rI --. '- r >:::,.... ? ~i-i' ,^ - ~ ~ .:r- .,.... ...... '" IV -.J'\ .. tI"\ C .' )' j; ~C'\ .t 0." ; j L t f' "-:r< J:......";-r\T.t; 1:'-'),,:'-. -; MARK E. HOWELL and JAMES HARE, Plaintiffs IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVIL ACTION - LAW MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants NO. 94-1627 CIVIL TERM CERTIFICATE OF SERVICE The undersigned hereby certifies that a copy of Garnishee Marianne R. Fidler's Responses to Interrogatories to Garnishee ~ day of January, 1995, was served on the following this by first class U.S. Mail, postage prepaid: Michael R. Rundle, Esq. Fowler, Addams, Shughart & Rundle 28 South Pitt street Carlisle, PA 17013 BY: Th~t:/Y 1802 Market street Camp Hill, PA l7011 (717) 730-9878 ~ .- ... .:!.~": -< ~. &.:0..... .;;2<. ~ - C> N en :z: <. ~) ..:::; " R. Thomas Kline, Sheriff who being duly sworn according to law, says this writ is returned with no action taken per instructions from attorney Rundle 1-17-95 Sheriff's Costs: Docketing Law Library Prothonotary Surcharge Mileage Poundage Garnishee 14.00 .50 1.00 4.00 16.80 .87 7.00 44.l7 Advance costs Sheriff's Costs $ refund to atty 100.00 44.17 55.83 1-17-95 $ So answers: "(1/' ~~ ~ ...;';",;,,>,' . .,...~ -r.. .,-r--...t R. Thomas Kli?e, Sheriff Sworn and Subscribed To Before Me This ~ ~ Day of 9-~" -~' 1995. A.D.~...... O. )1t.1.1,~ I~' Prothonotary By dz;;~,,-. y~ Deputy Sheriff ,~:;:.:) .....- "V 0:111 _,Lid ~ ::.,.;0 <..I.!../'J'I"I <,.'~ ~...JI3J.z. ,- WRIT OF EXECUTION and/or ATTACHMENT COMMONWEAlTH OF PENNSYLVANIA) COUNTY OF CUMBERLAND) 11.:11 NO, 94 - ~2 CIVIL 19_ CIVIL ACTION. LAW TO THE SHERIFF OF CUMBERLAND COUNTY: MHrk E. Howell Hnd JHmes HHre To satisfy the debt. Interest and costs due from PLAINTIFF(S) MRP, Inc. formerly known HS Accent Temps, Inc. Hnd Bonnie L. PHyne, c/o MHrk E. HHlbruner. Esa., LHW Offices of Lowell R. GHtes, 600 North 12th St., Lemoyne PA 17043. DEFENDANT(~ (1) You are directed to levy upon the property ot the defendant(s) and to sell (2) You are also directed to attach the property of the defendant(s) not levied upon in the possession of MHrianne Fidler, 42 Golfview ROHd, CHmp Hill PA 17011. GARNISHBB l:l8 fou.o.s: Proceeds of Agreement for Purchase Hnd Sale of Assets dated August 17, 1993, between Accept Temps, Inc. and MHrianne Fidler. GARNISHEE(S) as follows: and to notHy the garnlshee(s) that: (a) an attachment has been issued: (b) the garnishee(s) is/are enjoined from paying any debt to or for the account of the defendant(s) and from delivering any property of the defendant(s) or otherwise disposing thereof; (3) If property of thedefendant(s) not levied upon an subject to attachment is found In the possession of anyone other than a named garnishee. you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated, Amount Due Interest Ally's Comm Atty Paid PlaintHf Paid $115,250.00 $871.70 L,L. Due Prothy Other Costs $.50 $1.00 % $126.30 Date: December 6, 1994 LHwrence E. Welker Pro 0 by: , 0.. Deputy REQUESTING PARTY: Name MichHel R. Rundle, Esq. Address: 28 South Pitt Street CHrlisle PA 17013 Attorney for: P1Hintiff Telephone: (717) 249-8300 Supreme Court ID No, 27768 MARK E. HOWELL and JAMES HARE, Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERlAND COUNTY, PENNSYLVANIA VS. CIVIL ACfION - lAW MRP, INC., formerly known as Accent Temps, Inc., and BONNIE L PAYNE, Defendants 94-1627 CIVIL TERM ORDER AND NOW, this 11" day of April, 1995, our order'of April 4, 1995, permitting withdrawal of the appearance of counsel for the defendants, is VACATED as improvidently i, entered. Argument on plaintiffs' motion to compel interrogatories in aid of execution is set for Thursday, May 4,1995, at 3:00 p.m. in Courtroom Number 4, Cumberland County Courthouse. Carlisle, PA. BY THE COURT, Mark E, Halbruner, Esquire For the Defendant ~ ('I'>'W~J... If J I 'I J q..' .-A.f. . AIk- Michael R. Rundle, Esquire John B. Fowler III, Esquire For the Plaintiffs :rlm \.,; ."-~-",-"-"-~_..,...",,,,,,,,,", f'___~--' .-.r'" ~...""hl APR \1 lU 113 ~H 195 ~- Jd ~(:!~ ~'I; ,.' ~('",'..! '~~y '::'d-t;}:>;t '.~"'; ~l '~iV ':;i_'nl~-~' . At,:". MARK E. HOWELL and JAMES HARE, plaintiffs IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA . . . . CIVIL ACTION - LAW vs. MRP, INC., formerly known as ACCENT TEMPS, INC., and BONNIE L. PAYNE, Defendants NO. 94-1627 CIVIL TERM CERTIFICATE OF SERVICE The undersigned hereby certifies that a copy of Garnishee Marianne R. Fidler's Responses to supplemental Interrogatories to on the following this ~ day of April, Garnishee was served 1995, by first class U.S. Mail, postage prepaid: Michael R. Rundle, Esq. Fowler, Addams, Shughart & Rundle 28 South Pitt street Carlisle, PA 17013 BY: Thoma' M. D'V~~ 1802 Market street Camp Hill, PA 17011 (717) 730-9878 Ln 0') - ;,...... ~': i-- ,"f u,\.-, 'it?t ~:" -~ u...~_ _' ;~.: /.;-' ., , -: .J." ,1 if: ""' .... N '" Q: ... oq ., ~' :~' , '-' h.. ~~ '-' MARK E. HOWELL and JAMES HARE, Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVIL ACfION - LAW MRP, INC., formerly known as Accent Temps, Ine., and BONNIE L PAYNE, Defendants 94.1627 CIVIL TERM IN RE: PLAINTIFFS' PETITION FOR RULE TO SHOW CAUSE ORDER AND NOW, this '/' day of May, 1995, the rule heretofore issued is made absolute and it is ordered and direeted that the defendant, Bonnie L Payne, file responses to plaintiffs' interrogatories in aid of execution within thirty (30) days hereof. The request that Lowell R. Gates, P.C" divulge the current address of Bonnie L Payne is REFUSED. The petition of Lowell R. Gates, P.C., to withdraw as counsel is DENIED without prejudice to renew the motion at a later stage. BY THE COURT. Miehael R. Rundle, Esquire John B. Fowler III, Esquire For the Plaintiffs All Mark E. Halbruner, Esquire For the Defendants ~..... ~~ ~/S(9S' ~,p, :rlm .',1 H f' Ar .J IU 111 AN '95 11(:,- tr . hit,,: . ).fIr f', u~. r. f ,'II' ;"', f:) ,; t. '1 "I . ~ 1,'. ~ NO, 94-1627 CIVIL TERM IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVILACTION-LAW MARK E. HOWELL and JAMES HARE, Plaintiffs, vs, MRP, INC" formely known as ACCENT TEMPS, INC" and BONNIE L, PAYNE. Defendants. / SUGGESTION OF BANKRUPTCY COME NOW. BONNIE L, PAYNE, by and through her undersigned attorney. who is counsel only in Bankruptcy Proceedings brought on their behalf and not in this cause, and herewith files this Suggestion of Bankruptcy pursuant to Chapter 7, ofTitle II. United States Code, in the United States Bankruptcy Court for the Middle District of Florida, under Case No,q'l~ y,.37-:?P?'led on Augusr~'1, 1997, I HEREBY CERTIFY that a true and correct copy of the above and foregoing Suggestion of Bankruptcy was mailed by U,S, Mail this l-~ day of August, 1997 to Mark E. Halbruner, Attorney for Plaintiff, 600 N 12th Street. Suite 2, Lemoyne, PA 17043, ~~,~ onald Cutler - - - Attorney for Debtor Florida Bar No: 141683 1172 Pelican Bay Drive Daytona Beach, FL 32119 (904) 788-4480 ~ _or ~- ..:l t" ~.. <; ,-- 1.110 c': " ~.> . ,. u.:~.. ~... -,. '-'- :':'"; \.1_-' ..' 9' c c:> ~(~ 0' ., ; =:I" I . ,'-.r r1: :.,~ c- ' ~w w ~ ! ;:... F' v> ":.3 lO. r- () C1' U i IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION . LAW NO. 94-1627 CIVIL TERM MARK E, HOWELL and JAMES HARE, Plaintiffs, vs. MRP. INC., formely known os ACCENT TEMPS. INC.. and BONNIE L. PAYNE, Defendants. I AMENDED SUGGESTION OF BANKRUPTCY COME NOW, BONNIE L, PAYNE, by and through her undersigned attorney. who is counsel only in Bankruptcy Proceedings brought on their behalf and not in this cause, and herewith Jiles this Suggestion of Bankruptcy pursunnt to Chapter 7, ofTitle I I. United States Code, in the United States Bankruptcy Court for the Middle District of Florida, under Cose No, 97-6637-3P7Ji1ed on August 29, 1997, I HEREBY CERTIFY that a true and correct copy of the above and foregoing Suggestion of Bankruptcy \ws mailed by U.S, Mail this 16th day of September. 1997 to Michael R, Rundle, Attorney for Plaintiff, 28 South Pitt St, PO Box 208, Carlisle, PA 17013, ~~~ Ronald Cutler Attorney for Debtor Florida Bar No: 141683 1172 Pelican Bay Drive Daytona Beach. FL 32119 (904) 788-4480 .f'"'-op r& -4' ~ 5 .. B~~ ..:z !~ '''- -..... x: fJ"" :].. ~ '::1""" ,- c;-.:i;! Q N "" 'f2 tt: ri!! N "'- -..IlL! a.. c:J~ u:r.: LU "0 r.r. a :5 r- 0'