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'- ! ,. :S ;r. _ ., ;c '" = ~ t- '" i:i ~ o ~ ~, <= ~ ~ o ,t- =.: ~ - ~ t- is '" ~ ~ v. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY q'-l-lf36/ ~ ~ No. Civil 1994 SOLUTION TECHNOLOGIES, INC., a Pennsylvania Corporation, Plaintiff LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporstion, I Civil Action - At Law Defendant NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering A written appearance personally or by defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. COURT ADMINISTRATOR Fourth Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 BALL, SKELLY, MURREN & CONNELL BY~~ 1(";;.:; 1. D. #21426 511 North Second Street P.O. Box 1108 Harrisburg, PA 17108 (717) 232-8731 Attorneys for Plaintiff 1 SOLUTION TECHNOLOGIES, INC., a COURT OF COMMON PLEAS Pennsylvania Corporation, I OF CUMBERLAND COUNTY Plaintiff v. No. Civil 1994 LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation, Civil Action - At Law Defendant NOTlCIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y 1a notificacion. Usted debe presentar una apariencia escrita 0 en persona 0 por abogado y archivar en la corte en forma escrita sus defensas 0 SUS objeciones alas demand as en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso 0 notificacion y por cualquier queja 0 alivio que es pedido en 1a peticion de demanda. Usted puede perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABOGADO IMMEDIATAMENTE. SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. COURT ADMINISTRATOR Fourth Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 :::L'~LLY' ~~~ONNELL J~liP ~:~rren, ~sq. 1. D. 021426 511 North Second Street P. O. Box 1108 Harrisburg, PA 17108 (717) 232-8731 Attorneys for Plaintiff SOLUTION TECHNOLOGIES, INC., a Pennsylvania Corporation, Plaintiff COURT OF COMMON PLEAS OF CUMBERLAND COUNTY v. No. Civil 1994 LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation, Civil Action - At Law Defendant COMPLAINT 1, Plaintiff is Solution Technologies, Inc., a Pennsylvania corporation with offices at 635 North Twelfth Street, Lemoyne, Cumberland County, Pennsylvania 17043. 2. Defendant is Lawyers Title Insurance Corporation, a Virginia corporation doing business in Pennsylvania with offices at 2029 Miller Street, East Petersburg, Pennsylvania 17520. COUNT I Breach of Contract 3. On October 4, 1993, Plaintiff and Defendant entered into a written Agreement whereunder Plaintiff was to perform data processing services for Defendant primarily at Defendant's place of business in East Petersburg, Lancaster County, Pennsylvania. A copy of said Agreement is appended as Exhibit "A" hereto and made a part hereof. 4. In consideration of the performance of the data processing services by Plaintiff under the said Agreement, Defendant agreed to pay Plaintiff the sum of Fifteen Thousand Nine Hundred Dollars ($15,900), and agreed further to pay Plaintiff at a rate of Seventy-five Dollars ($75) per hour for any additional services. In addition, Defendant agreed to pay a service fee of 1.5% per month on all outstanding unpaid balances. 5. Utilizing the services of its own employees and those of an independent contractor, Bradley N. Gavron t/d/b/a Bradley Gavron Consultants, Plaintiff performed all of the data processing services specified in the aforesaid Agreement, and further provided various additional services requested by Defendant pursuant to a change order executed by Defendant on November 19, 1993. A copy of said change order is appended hereto as Exhibit "B", and made a part hereof. 6. Pursuant to the aforesaid Agreement and change order, Plaintiff submitted invoices for services rendered, together with applicable sales taxes, to Defendant on the following dates and in the following amounts: - 2 - Invoice No. E.!!S! Amount 1560 10/27/93 $ 4,213.50 1629 11/30/93 $ 8,082.12 1630 $ 4,041.06 11/30/93 1763 $ 609.97 $16,946.65 1/31/94 TOTAL Said invoices are attached hereto as Exhibit "e" and made a part hereof. 7. Defendant made a partial payment on its obligations to Plaintiff in the amount of $3,975 on October 27, 1993, and an additional partial payment of $7,950 on January 19, 1994, for a total of $11,925.00. 8. The total amount outstanding and unpaid on the invoices submitted by Plaintiff to Defendant, exclusive of interest or service fees, amounts to $5,021.65, Defendant has failed and refused to pay such amount, despite demands by Plaintiff therefor. - 3 - '."'---""._'.,-, --.--... 9. Payment on all invoices submitted to Defendant was due to be made at Plaintiff's offices in Cumb~r1and County, ." IS Pennsylvania. Venue in Cumberland County~therefore proper. WHEREFORE, Plaintiff requests the Court to enter judgment in its favor and against Defendant in the amount of $5,021.65, plus interest, overdue service fees and costs of suit. Said amount is within the limits of compulsory arbitration in Cumberland County, Pennsylvania. COUNT II Interference With Contractual Relations 10. Plaintiff re-a11eges and incorporates the allegations of paragraphs 1 through 9 of this Complaint as though fully set forth herein. 11. On October 1, 1993, Plaintiff entered into a Consulting Agreement with Bradley Gavron t/d/b/a Bradley Gavron Consultants for the purpose of engaging Bradley Gavron to perform services as an independent contractor on assignment in conjunction with Plaintiff's Agreement with Defendant. A copy of said Consulting Agreement is appended hereto as Exhibit "D" and made a part hereof. - 4 - ......."" 12. Under paragraph 10 of said Consulting Agreement, Bradley Gavron agreed not to engage in any competitive activity with Plaintiff at any customer of Plaintiff for which Bradley Gavron worked during the term of any assignment, or for a period of six months after the termination of any such assignment. 13. Defendant was aware at all material times that Bradley Gavron was an independent contractor operating under a Consulting Agreement with Plaintiff which prohibited Bradley Gavron from providing services directly to Defendant. 14. On information and belief, Plaintiff avers that Defendant has engaged Bradley Gavron to perform data processing services during and within six months after the termination of the assignment by Plaintiff of Bradley Gavron to perform services under Plaintiff's Agreement with Defendant. WHEREFORE, Plaintiff requests the Court to enter judgment in its favor against Defendant in an amount equal to the consideration Defendant has paid to Bradley Gavron or Bradley Gavron Consultants for data processing services, plus - 5 - ".-.. ...._,..-,.~....... interest and costs of suit. Said amount is within the limits of compulsory arbitration in Cumberland County, Pennsylvania. Dated, July /4 ,1994 BALL, SKELLY, MURREN & CONNELL BY, - 6 - ~((4" . p . urren I. D. No. 21426 511 North Second Street P. O. Box n08 Harrisburg, PA 17108 (717) 232-8731 Attorney for Plaintiff VERIFICATION I, Larry A. Putt, President of Solution Technologies, Inc., verify that the statements made in the foregoing document are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904, relating to unsworn falsification to authorities. Dat"h/~ /J:yj' ..... 14.00 5.00 2.00 28.50 8-10-94 49.50 Pd.to Atty. and subscribed to before me / ....._~..... ........~. _. .... . ......._.... ,_. ....~.... .. ... ~... ........ .... ... ........... ,'.... oj '._ ,", ......'. ........ .... ._.......... ... .~. 0... ....... ......'....,.."':.........~...........-'................,..........'.... . . " SHERIFF'S RETURN COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND In the Court of Common Pleas of Cumberland County, Pennsylvnaia No. 94-4361 Civil Term Solution Technologies, Inc. a Pennsylvania Corporation VS Lawyers Title Insurance Corporation, a Virginia Corporation R. THOMAS KLINE, Sheriff, who being duly sworn according to law, says, that he made diligent search and inquiry for the within named defendant, to wit. Lawvers Title Insurance Corporation, a Virginia Corp. but was unable to locate them in his bailiwick. He therefore deputized the sheriff of Lancaster County, Pennsylvania, to serve the within Complaint in Civil Action and Notice On August 10, 1994 , this office was in receipt of the attached return from Lancaster County, Pennsylvania. Sheriff's Costs: Docketing Out of County Surcharge Lancaster Co. So answers: (~~--'-d//'d2..c i. ;~~MAS KL~NE, Sheriff Sworn this " tI... , - day of 0"1 ,l- A.D. 19 q'( ~'C'J" G h,d:~I---' ^~c.. , .. Prothonotary .........,...... SHERIFF'5.0FFICE . - 50 NORTH DUKE STREET, LANCASTW. PENNSYLVANIA 17602 '17171299,8200 SHERIFF SERVICE PROCESS RECEIPT, and AFFIOAVIT OF RETURN INSTRUCTIONS FOR SERVICE OF PROCESS on Iho _ oIlho Iul (No. 51 copr 01 Ihl' lOfm, PI...e type 0' Pfint legibly. Do noI dtIIch aft)' ~ 2 COLJnr NUMU[U 94-4361 Civil Term 4 TYPE or WIUT OJt COMPLAINT a 01 n ... ,.. .. PlAINlIIT/51 Solutl~~_Technologies. Inc. 3 DH[NDANT/~' Lawyers Title Insurance Corn. _ Complaint SERVE {!J NAME OF INDIVIDUAL, COMPANY.conflOUATIQtj [lC, 10 Il( SFItVI(J ~ Lawyers Title Insurance Corporation ..,..,. 6 ADDRESS IShelf! 0' RFD, Apartmonl No> Clly, Bora, Twp. Slale .tnd liP Codlll AT 2029 Miller Street. East PetersburqL-PA 17520 1 INOICAIE UNUSUAL SERVICE. IJ COMMON OF PA. 10 OEPUTllE [J OTHER Cumberland Now. Augus t 03, 192-4- , I, SHERIFF OF K~Xlll COUNTY. PA" do hereby deputize the Sherill 01 ~tQr County to execule this Writ ~~urn thereof g 10 law. This depulatlon being made at the requesl and risk of the plalntlll, -. . a, SPECIAL INSTRUCTlON8 OR OTHER INFORMATION THAT WILL A8818T IN EXPEOITING aER CE, 'tl O<l ~ ..... ..... 0' ,.. ..... a> NOTE ONLY APPLICABLE ON WRIT OF EXECUTION: N,B. WAIVER OF WATCHMAN - Anr depulv sherllllevVIOQ upon or allaching all';' property under wilhin Wllt may loave same WIthout a watchman. in custody 01 whomever is found IR p05seSSlOn, alter nottlYlng person 01 levy or allachment, Wilhoulliabllllv on the part 01 such depuly 0' the shenff to 8nV pl8IRhll herelR lor 8nV loss, doslruction or removal 01 any such property belore shonll's sale Ihereol t. SIGNATURE 01 ATTORNEY or 01 her ORIGINATOR 10 TELEPHONE NUMBER 11 DATE Philip Murren Cumberland CO SHERIFF PAID ADVANC 17-232-8731 8-03-94 12, SENO NOTICE OF SERVICE COPY TO NAME ANO AOORESS BELOW, CThl. IF' BALL, SKELLY, MURREN & CONNELL 511 North Second Street. P.O. Box 1108. HarriSburg. PA 17108 SPACE BELOW FOR USE OF SHERIFF ONLY - DO NOT WRITE BELOW THIS LINE 14_ Date Received 8/5/94 e comple.ed If notice I, 10 be milled) 13 I acknowledge recelpl 01 the writ I or complaint 8smdlcaled above NAME 01 Authouled LCSD Deputy Of Clerk JUDY MORRIS 295 3609 16 I hereby CERTIFY and RETURN lhall [J have personally sCNed, .' have legal evidence 01 SONlce as shown m "Remarks.,O have 8.leculed as shown m "Remarks.. the wrll or complaint descrIbed on tho IndIVidual, company, corporahon. elc ,at the address shown above or on Iho individual,companV.cor" porallon, l'tc ,.11 the .1ddrcss Inserted below by handmg a TRUE and AnESTEO COPY Iheleol 17. rJ I hereby cerllfy and return a NOT FOUND because I am unable 10 locale Ihe indIvidual. company, corporallon, f"lc . named above, ISce remarks below) 181Ze:1nd hllo 01 mdlvldu.al servltd lIt nol shown above) IRelahonshl .10 Oohmd.1nl) 19 A person 01 IUll.bl. .g. '"ddllc:,.lIon 1\ I lhe" "lldlno, In Ih. del.nd,)n!', usuel \lr""\.. I"tC\1fV'\ ... . _ pl.c:e alabaden 20 Addrcssol where se,,,edlcompleteonIVlfdl erenlthan Shownabove)ISlreelorRFO,ApartmcnlUo .ellv. Dora, Twp 21, Date 01 SeMeo 22 TIme Slale and ZIP Codel S,T,A 8.s-~~ 3' ()(,) . ~ 23 ATTEMPTS 24, Advance Costs RI/76872 100.00 30 REMARKS 25.50 3 I AFFIRMED and .5ubiflbl:d to bclore me lhls 34 day 01 L,.vo((,;ji f,tI I /".,,,,, :1',1 31,_ .I, i;- (1/.....-.: 1"!;''''''1.)I", ~p..l,rH"I\.I~\,'" MY COMMISSt(H~ l-.PlnrS I) .._~ ._._._--~----_.._-----_._-_.._-------.- 38 I ACKNOWl[Oli[ nrCrtPT Of Ttl[ SHERIFF'S RETURN $IGP4ATURE r or AUTHOHIl[O ISSl'lrH.. AuHI(JIlITy AND Till ( r ___.n__~_._.___.___..___..,,_.____~._ __ __._.__~,. I J!J 5'9" '" 19/'" _OW___'_. _...._-.-______________ _______1-" [;"'" u.....~:_.____._____ ,".I,' ,.,' ,\,..,<,.',...'., -. ... .~ .. . en 0 c') .-: cD a.' !JJ l.1J~ "' ~, c::l : ~- - ---= (/)0 It,' .u ~, If'> " C I i:t:t-:i L" L~ 2:;; .' :~~ w<( c'" "'" :J::-l cy~ v') , HETRICK ZALESKI ERNICO & PIERCE FlC. ATto,n.va AT LAW 10 SouTH. MARK.' foUA"& POIT O"teEI!IoJC 1aos HARRIIaURG, P&HN."~A 1710&'2811 . 17171 2311,QSIII SOLUTION TECHNOLOGIES, INC., a Pennsylvania Corporation, : IN THE COURT OF COMMON PLEAS : OF CUMBERlAND COUNTY, : PENNSYLVANIA Plaintiff vs, : NO, 94-4361 : CIVIL TERM 1994 lAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation, : CIVIL ACfION AT lAW Defendant NOTICE You are hereby notified to file a written response to the following Answer with New Matter and Counterclaim within twenty (20) days from service hereof or a judgment may be entered against you, HETRICK, ZALESKI & PIERCE, P.C. 10 South Market Square, Suite 500 P.O. Box 1265 Harrisburg, PA 17108-1265 (717) 236-9581 Attorney for Defendant, Lawyers Title Insurance Corporation SOLUTION TECHNOLOGIES, INC" a Pennsylvania Corporation, : IN THE COURT OF COMMON PLEAS : OF CUMBERlAND COUNTY, : PENNSYLVANIA Plaintiff vs. : NO, 94.4361 LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation, : CIVIL TERM 1994 : CIVILACfION AT LAW Defendant ANSWER WITH NEW MATIER AND COUNTERCLAIM AND NOW, Lawyers Title Insurance Corporation, by and through its counsel, Hetrick, Zaleski & Pierce, P,C., hereby files this Answer with New Matter and Counterclaim to the Plaintiffs Complaint and avers in support thereof as follows: 1. Admitted, based upon infonnation and belief. 2, Admitted. COUNT I . BREACH OF CONTRACT 3. Denied as stated. The written agreement is a matter of record before this Court and its tenns speak for themselves. 4. Denied as stated. The written agreement is a matter of record before this Court and its tenns speak for themselves. 5, Denied. It is specifically denied that the Plaintiff perfonned all of the data processing services specified and required in the agreement. It is further denied that the Plaintiff provided various additional services, either of its own accord or through the independent contractor, Bradley N. Gavron, t/d/b/a Bradley Gavron Consultants. Any averments relating to the Change Order dated November 19, I.. ". ..~ 1993, are specifically denied as stated, The Change Order is a matter of record before this Court and its terms speak for themselves, 6, Admitted in part and denied in part, It is admitted that the Plaintiff submitted invoices in the amounts and on the dates specified in Paragraph 6 of the Complaint, It is specifically denied that the Plaintiff performed according to the agreement and Change Order, To the contra!)', Plaintiff failed to perform the selVices promised in the agreement and Change Order, 7, Denied as stated. To the extent that this paragraph implies that Plaintiff is entitled to full payment, it is denied that Defendant made a "partial payment". It is admitted that Defendant paid Plaintiff a total of $11,925,00. 8, Denied, To the extent Paragraph 8 implies that the Defendant owes the Plaintiff any amount allegedly due as a result of the selVices provided by the Plaintiff, it is specifically denied, It is admitted that the Defendant has refused to pay Plaintiff for all amounts Plaintiff has claimed. 9. Paragraph 9 constitutes a statement of law to which no response is required, WHEREFORE, Defendant respectfully requests that this Honorable Court dismiss Plaintiffs Complaint, with prejudice, and award Defendant costs of this suit and any other relief deemed appropriate. COUNT II-INTERFERENCE WITH CONTRACTUAL RELATIONS 10. The foregoing numbered paragraphs are incorporated herein by reference. 11. Denied as stated. Defendant is without knowledge as to the date Plaintiff entered into the alleged agreement with Bradley Gavron, t/dlb/a Bradley Gavron .2- Consultants, DeCendant IIdmits that Bradley Gavron acted as an independent contractor in conjunction with PlaintiCC, 12, The consulting agreement attached to the Plaintiffs Complaint as Exhibit "B" is a matter oC record beCore this Court and the terms oC the agreement speak Cor themselves. In any event, however, the terms oC the consulting agreement between Plaintiff and Bradley Gavron are not binding upon DeCendant. 13, DeCendant admits that Bradley Gavron worked as an independent contractor with i , , ! PlaintifC, It is specifically denied that the DeCendant was aware oC the consulting agreement which allegedly prohibited Bradley Gavron Crom providing services directly to Defendant, In any event, the terms oC any agreement between Plaintiff and Bradley Gavron are not binding on Defendant and are irrelevant. 14. Denied as stated. DeCendant engaged Bradley Gavron to perCorm computer programming services. Plaintiff is unaware oC the date upon which any alleged agreement between Plaintiff and Bradley Gavron terminated and, as a result, the remainder oC the averments contained in this paragraph are denied. WHEREFORE, DeCendant respectfully requests that this Honorable Court dismiss Plaintiffs Complaint, with prejudice, and award DeCendant costs oC this suit and any other relieC deemed appropriate. NEW MATIER 15. The Plaintiffs claim is void under the doctrine oC Cailure oC consideration. 16, The Plaintiffs claim is void because the Plaintiff failed to perform as they had promised. .3. 17, The Plaintifrs claims are barred under the doctrine of justification, 18. The Plaintifrs claims are barred under the doctrine of waiver, COUNTERCLAIM 19, The foregoing numbered paragraphs are incorporated herein by reference, 20. Solution Technologies. Inc. (hereinafter "STI") contracted with Lawyers Title Insurance Corporation (hereinafter "Lawyers Title") to develop a computer program that would accept data regarding issued title insurance policies and generate a premium report containing all relevant information regarding the insurance, including purchase price of the underlying real estate, title insurance premium information, various statistical information, and management reports. 21. In September of 1993, STI and Lawyers Title met to determine the exact needs of Lawyers Title. 22. STI planned to write the program in "C language." 23. However, C language was not compatible with Lawyers Title's other computer systems. 24. Lawyers Title used an AT&T 6356 computer running the ATf UNIX operating system. 25, STI was fully aware of the type of computer system Lawyers Title employed, 26. Lawyers Title specifically informed STI that the program to be developed must use the Progress developmental programming language as the underlying database. 27. At all times material hereto, Roy Myers was an authorized representative of STI, .4. 28, At all times material hereto, James Keenan was an authorized representative of Lawyers Title, 29, Prior to executing the contract, Mr, Keenan specifically asked STI whether it had a development license for Progress software. 30, Mr, Myers stated that STI had such a license, 31. Possession of a valid UNIX development license for Progress developmental programming language software was necessary in order to write the program in the Progress developmental programming language for the UNIX operating system. 32. STI also stated that it had an employee with experience using the UNIX developmental version of the Progress developmental programming language. 33. STI met with Lawyers Title a second time to again go over the objectives of the program. 34. At or about the time the parties signed the contract, Mr, Keenan informed Mr, Myers that Lawyers Title needed the program installed and in operation by the middle of November, 1993. 35. STI agreed that the program would be installed and operational by the middle of November, 1993. 36. After the contract was signed, STI stated that it, in fact, did not have a Progress developmental programming license for the UNIX operating system. 37. STI indicated that it had a valid license for the Progress developmental programming language in the DOS operating system, -5- .. " 38, The DOS operating system Is not compatible with Lawyers Title's computer system. 39. STI contacted Mr, Keenan and requested that Lawyers Title share the cost of obtaining a Progress developmental license for the UNIX operating system, 40, STI indicated that the cost of obtaining such a license would be between $6,000 and $8,000. 41. Lawyers Title refused to share in the cost of the license because STI had represented to Lawyers Title that STI possessed a valid Progress developmental programming license for the UNIX operating system, 42, Thereafter, upon information and belief, STI entered into an independent contractual relationship with Bradley N. Gavron, I/dlb/a Bradley Gavron Consultants, 43, STI did not inform Lawyers Title that it had no employee capable of writing the program in the Progress developmental programming language for the UNIX operating system. 44, STI failed to write the program in the Progress developmental programming language for the UNIX operating system, 45. Instead, STI wrote the program in the Progress developmental programming language for the DOS operating system. 46, Through the late fall and early winter of 1993, STl continually attempted to install the program onto Lawyers Title's computer system. .6- ,. 47, The Progress developmental programming language for the DOS operating system is not compatible with the Progress developmental programming language for the UNIX operating system, 48, Because STI drafted the program in Progress developmental programming language for the DOS operating system, an incompatible language, it could not be properly installed in the Lawyers Title computer system. 49, By December of 1993, the program was partially loaded, but it did not work. SO, The program did not work because it had many logic Oaws and could not print reports as it was intended to, 51. In addition, STI created fields in the program that were not requested and were not necessal}'. 52. Further, the program was to be designed as a multi-user program. However, only one person could access the program at any given time. 53. The program was unacceptable as it consistently shut down during data input and all data partially input would be lost. 54, The program was unacceptable as it would not accept all relevant information and, therefore, could not generate complete reports. 55. The program was unacceptable as it would lock into one file and not allow access to any other files, 56, At the time that the parties executed the contract, STI represented that the program would be fully loaded and working by the beginning of December, 1993, at the vel}' latest. -7. 57, December is Lawyers Title's largest report processing month, 58, STI knew that Lawyers Title needed the program working by late November so that Lawyers Title would not be required to hire any temporaJY help to prepare insurance reports, 59, Because the program was not operative by December 1993, Lawyers Title was required to hire temporaJY personnel and reassign employees to manually write reports which represented approximately 20% of Lawyers Title's annual workload. COUNT I . BREACH OF CONTRACT 60. The foregoing numbered paragraphs are incorporated herein by reference, 61. Solution Technologies, Inc. (hereinafter "STI") contracted with Lawyers Title Insurance Corporation (hereinafter "Lawyers Title") to develop a computer program that would accept data regarding issued title insurance policies and generate a premium report containing all relevant infonnation regarding the insurance, including purchase price of the underlying real estate, title insurance premium infonnation, various statistical infonnation, and management reports, 62. STI failed to produce a computer program capable of producing the premium reports as promised. 63. Lawyers Title made all payments and otherwise perfonned under the contract until it became apparent that STI could not produce the computer program as directed, 64, As a result of STl's breach, Lawyers Title has incurred costs and suffered damages in excess of $20,000. -8- " . WHEREFORE, Lawyers Title respectfulJy requests that this Honorable Court award damages in its favor in excess of $20,000, together with costs, interest, and any other relief deemed appropriate, COUNT II . MISREPRESENTATION 65. The foregoing numbered paragraphs are incorporated herein by reference. 66. Lawyers Title used an AT&T 6356 computer running the ATf UNIX computer operating system, 67. STI was fulJy aware of the type of computer system Lawyers Title employed, 68, Lawyers Title specificalJy informed STI that the program must use the Progress developmental programming language for the UNIX operating system. 69. Mr, Myers stated that STI had a UNIX development license for Progress software. 70. Possession of a valid UNIX developmental license for Progress software was necessa!)' in order to write the program in the Progress developmental programming language for the UNIX operating system. 71. STI also indicated that it had an employee experienced in the Progress development programming language for the UNIX operating system. 72. Lawyers Title contracted with STI as a result of STl's representations that it had a valid UNIX developmental license for Progress developmental programming language and that it had employees experienced in the Progress developmental programming language for the UNIX operating system. .9. 73, In fact, STllacked a valid UNIX license for Progress developmental programming language, 74, STI did not have any employees who were experienced in the UNIX Progress developmental programming language, 75, As a result of STl's breach, Lawyers Title has incurred costs and suffered damages in excess of $20,000. WHEREFORE, Lawyers Title respectfully requests that this Honorable Court award damages in its favor in excess of $20,000, together with costs, interest, and any other relief deemed appropriate. COUNT III. BREACH OF EXPRESS WARRANTY 76. The foregoing numbered paragraphs are incorporated herein by reference. 77. STI represented that it was very familiar with Lawyers Title's computer system, 78. STI represented that it could provide a computer system which would accept data regarding real estate purchases and generate a premium report containing all relevant information regarding the purchase, including purchase price and title insurance premium information, various statistical information, and management reports. 79. Lawyers Title reasonably relied on the representations made by STI. 80, The representations made by STI were made in response to Lawyers Title's specific inquiries. 81. Lawyers Title relied on the skill, judgment, and knowledge of STI for the development of computer software to meet the needs of Lawyers Title. -10- 82, STI expressly warranted that the software would perform the functions described herein, 83, STI's complete Cailure to deliver computer software capable oC performing as warranted constitutes a breach oC the express warranty, 84. As a result oC the breach oC the express warranty, Lawyers Title has suffered damages in excess oC $20,000, WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter judgment in its Cavor, together with costs, interest, and any other relieC this Court deems appropriate. COUNT IV . BREACH OF IMPLIED WARRAN1Y FITNESS FOR PARTICULAR PURPOSE 85, The Coregoing numbered paragraphs are incorporated herein by reCerence. 86. STI is a merchant in the business oC developing and selling computer software. 87. STI represented that it was very Camiliar with Lawyers Title's computer system, 88. STI represented that it could provide a computer system which would accept data regarding real estate purchases and generate a premium report containing all relevant inCormation regarding the purchase, including purchase price and title insurance premium inCormation, various statistical inCormation, and management reports. 89. Lawyers Title reasonably relied on the representations made by STI. 90. The representations made by STI were made in response to Lawyers Title's specific inquiries. -11- ,,,. ~'_-".'e. 91. Lawyers Title relied on the skill, judgment, and knowledge of STI for the development of computer software to meet the needs of Lawyers Title, 92, STI, through its agents or employees, knew that Lawyers Title sought to purchase computer software with the capabilities described herein, 93, STI sold Lawyers Title a product, the computer software, that was not fit for the purposes for which it was sold. 94, Because the computer software could not perform as promised, STI breached the implied warranty it made to Lawyers Title. 95, As a result of STl's breach, Lawyers Title has incurred costs and suffered damages in excess of $20,000. WHEREFORE, Lawyers Title respectfully requests that this Honorable Court award damages in its favor in excess of $20,000, together with costs, interest, and any other relief deemed appropriate. Respectfully submitted, HETRICK, ZALESKI & PIERCE, P.C. ~ Anthony J. Ne i , Attorney 1.0. # 8868 DATI!, /tJp7/fr 10 South Market Square, Suite 500 P.O. Box 1265 Harrisburg, PA 17108-1265 (717) 236-9581 -12- SENT BY: 10-25-94 16:44 .. 7175607581:' 21 2 VERIFICATlQN 1. Robert Spczialetti, verify that I am the Agency Manager for Lawyers TItle Insurance Corporation. and that the statements made in the foregoing Answer with New Matter and Counter Claim are true and correct. I understand that false statements made herein arc subject to the penalties of IK Pa. C.S. Section 49114 relating to unllWom falsification to authorities. Date: Ibdi . ROBERT SPE .' . SOLUTION TECHNOLOGIES, INC., a Pennsylvania Corporation, : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA Plaintiff vs, : NO, 94-4361 : CIVIL TERM 1994 LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation, : CIVIL ACfION AT LAW Defendant CERTIFICATE OF SERVICE I, Anthony J. Nestico, hereby certify that I served a copy of the foregoing Answer with New Matter and Counterclaim by depositing a copy of the same in the United States Mail, postage prepaid, first class, addressed to the following individual: Philip J. Murren, Esquire Ball, Skelly, Murren & O'Connor 511 North Second Street P.O, Box 1108 Harrisburg, PA 17108-1108 HETRICK, ZALESKI & PIERCE, P.C, Anthony J. Attorney I. DATE: lOp 7 /11 10 South Market Square, Suite 500 P.O. Box 1265 Harrisburg, PA 17108-1265 (717) 236-9581 ..... ~ ~~ ;.!!I: &.t~.~ '~"f <;'7 t.:..:..,. !..~ lO.t ~~~~ l.:,::'~l" _ f"-<.z :. li~ ,.j ;.: .' 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"'.''''11011 I'll B.,\)."" 11'1'1'1"101 ,,, 1'. .....1I\ \',1\ 1 I'," " '"' v. No. 94-4361 Civil Term 1994 Civil Action - At Law SOLUTION TECHNOLOGIES, INC., a Pennsylvania Corporation, Plaintiff COURT OF COMMON PLEAS OF CUMBERLAND COUNTY LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation, Defendant REPLY TO NEW MATTER AND COUNTERCLAIM COMES NOW the Plaintiff, Solution Technologies, Inc., and, by counsel, hereby files its reply to the New Matter and Counterclaim of the Defendant. REPLY TO NEW MATTER 15. Paragraph 15 constitutes a statement of law as to which no response is required. 16. Plaintiff denies that it has failed to perform as promised. To the contrary, Plaintiff produced and delivered the software program as specified in the contract between Plaintiff and Defendant. 17. Paragraph 17 constitutes a statement of law as to which no response is required. REPLY TO COUNTERCLAIM 18. Paragraph 18 states a conclusion of law as to which no response is required. 19. No response required. 20. Denied as stated. Solution Technologies, Inc. (hereinafter "STI") and Lawyers Title Insurance Corporation (hereinafter "Lawyers Title") entered into the contract with supplemental change orders as specified in Exhibits A and B to the Complaint. The contract speaks for itself, and includes the specifications listed on Addendum A to the contract. 21. Admitted. { ~. #' 22. Denied. The utilization of the "c language" had been discussed prior to September of 1993 in preliminary conversations between representatives of STI and Lawyers Title but was not adopted as part of the planned software program contracted for by the parties. ,- './ ,:, f. I I i, 23. Denied as stated. C language is compatible with Lawyers Title's hardware system, and can be utilized in conjunction with the standard computer language (Progress) employed by Lawyers Title. ..,.- F - 2 - 24. It is admitted that Lawyers Title used an AT&T 6356 computer in its Lancaster branch. However, Lawyers Title did not disclose to STI that the Lancaster branch's UNIX operating system lacked a complete suite of system utilities common to the standard UNIX operating system utilized in Lawyers Title's other Pennsylvania offices. 25. Denied. Lawyers Title failed to disclose the incomplete nature of its UNIX operating system. 26. Admitted. 27. Admitted. 28. Admitted. 29, Admitted. 30. Denied. Mr. Myers stated that STI had worked with the Progress language previously. 31. Denied as stated. DOS-based programs may be converted to UNIX through utilization of a conversion tool which carries a license for its use. - 3 - 32. Admitted. However, STI did not state that this employee would be the one assigned to the Lawyers Title project. Instead, both parties understood at the time of execution of the contract that the programming services would be performed by an independent contractor experienced in working with the Progress language. 33. It is admitted that Doreen Austin, a representative of STI, met with Mr. Robert Spezialetti of Lawyers Title and with Bradley Gavron, the independent contractor to be utilized for the project, on September 21, 1993. Lawyers Title therefore knew, at least as of the date of this meeting, that Mr. Gavron would be performing the programming services subsequently proposed by STI on September 23, 1993. 34. Denied as stated. The contract between the parties specifies no completion date for the project and in Paragraph 4.8 thereof stipulates that "There are no understandings or agreements other than those that are expressed herein". To the best of Mr. Myers' recollection, Mr. Keenan stated that he preferred to have the project ready in order to compile fourth quarter reports, implying to Mr. Myers that Lawyers Title's target date coincided with the end of 1993. 35. Denied. The contract between the parties contains - 4 - no specified date for completion of the project. In fact, STI delivered a completed program, as per the contract specifications and change orders, on November 3D, 1993. At that time, STI learned for the first time that Lawyers Title had failed to disclose that its Lancaster branch office's system lacked full customary UNIX utilities. 36. Denied as stated. Bradley Gavron misrepresented his UNIX license to STI at the time he was engaged to perform the services required in connection with the Lawyers Title project. However, the conversion tool purchased jointly by Gavron and STI carried with it a license to convert DOS-based Progress language programs to UNIX. 37. Denied as stated. Although STI possessed a valid license for DOS-based Progress programming language, it never so stated to Lawyers Title. 38. Denied. The DOS operating system can be utilized with Lawyers Title's hardware. 39. Denied as stated. STI proposed that Lawyers Title share the cost of purchasing conversion software, not a license. - 5 - 40. Denied as stated. STI never stated any actual cost to Lawyers Title relative to the conversion software. In fact, STI and Bradley Gavron jointly purchased the conversion software utilized to convert the DOS program to UNIX at a cost of $2,550. 41. Denied as stated. STI did not propose purchase of a developmental license, but rather of conversion software. 42. Denied as stated. Lawyers Title was fully aware that Bradley Gavron would be utilized as an independent contractor by STI on the subject project prior to execution of the contract between STI and Lawyers Title. Mr. Gavron's contract with STI (Exhibit D to the Complaint) is dated October 1, 1993, The contract between STI and Lawyers Title was executed by Mr. Spezialetti on behalf of Lawyers Title on October 12, 1993. 43. Denied. STI did have an employee capable of writing the required program in the Progress language for the UNIX system, but decided, with the knowledge and assent of Lawyers Title, to employ an independent contractor for the project instead. 44. Denied as stated. Bradley Gavron initially wrote - 6 - the program in the Progress language for the DOS system, and thereafter converted the program to the UNIX system utilizing the conversion software expressly designed for such a task. 45. It is admitted that Mr. Gavron initially wrote the program for the DOS system. However, that program was successfully converted to the UNIX system utilizing the conversion software specifically designed for such a task. 46. Denied as stated. The first attempted installation of the software occurred upon its delivery on November 30, 1993. Several additional attempts to install the software were made thereafter until another STI employee, Paul Smith, determined that Lawyers Title had failed to disclose that the operating system in its Lancaster branch lacked standard UNIX service utilities. In fact, the program operated successfully on the computer systems in other Lawyers Title offices which included the customary UNIX operating utilities. 47. Admitted. However, as of November 30, 1993, the DOS-based program had been successfully converted to a UNIX-based program. 48. Denied. The program delivered by STI to Lawyers - 7 - Title on November 30, 1993 could not be installed at the Lawyers Title Lancaster branch office because the computer system in that branch office lacked standard UNIX utilities. 49. Denied as stated. A computer program cannot be "partially loaded". Moreover, the program itself was not flawed, rather, Lawyers Title had not disclosed that its operating system was flawed inasmuch as that system contained inadequate operating utilities. 50. Denied. The program had been designed to Lawyers Title's specifications. A printing problem for the program was solved when Lawyers Title purchased a compatible printer for the Progress language. 51. Denied as stated. The program was designed in conformance with the specifications and change orders prepared by Lawyers Title. 52. Denied as stated. The program was designed to meet the specifications contained in the contract executed between the parties. If Lawyers Title and Mr. Gavron made additional arrangements, STI was not informed of those arrangements. 53. Denied as stated. The program was designed to meet - 8 - the specifications contained in the contract executed between the parties. If Lawyers Title and Mr. Gavron made additional arrangements, STI was not informed of those arrangements. 54. Denied as stated. The program was designed to meet the specifications contained in the contract executed between the parties. If Lawyers Title and Mr. Gavron made additional arrangements, STI was not informed of those arrangements. 55. Denied as stated. The program was designed to meet the specifications contained in the contract executed between the parties. If Lawyers Title and Mr. Gavron made additional arrangements, STI was not informed of those arrangements. 56. Denied as stated. STI made no commitment in its contract with Lawyers Title or otherwise respecting a deadline for completion of the project. 57. STI is without knowledge or information sufficient to form a belief as to the truth of the allegation contained in Paragraph 57 and the same is therefore denied. 58. Denied. No information concerning temporary help was ever comrr~nicated to STI. - 9 - 59. STI is without knowledge or information sufficient to form a belief as to the truth of the averments of Paragraph 59 and the same are therefore denied. COUNT I - BREACH OF CONTRACT 60. No response required. 61. Denied as stated. The contract speaks for itself, and includes the specifications outlined in Addendum A thereto. 62. Denied. STI successfully delivered a computer program capable of meeting the specifications set forth in the contract between the parties. 63. Denied. STI produced a program as specified in the contract between the parties, and Lawyers Title failed to make the payments required by the contract. Upon information and belief, Lawyers Title continued to make payments under the contract until other Lawyers Title offices in Pennsylvania expressed displeasure with the specifications developed by Mr. Spezialetti on behalf of Lawyers Title. 64. STI denies that Lawyers Title has incurred any cost - 10 - or damages as a result of any breach of contract by STI, since no such breach occurred. COUNT II - MISREPRESENTATION 65. No response required. 66. It is admitted that Lawyers Title's Lancaster branch used an AT&T 6356 computer. However, Lawyers Title failed to disclose to STI that its UNIX operating system at the Lancaster branch lacked standard UNIX operating utilities. 67. It is admitted that STI was aware that Lawyers Title's Lancaster branch utilized an AT&T 6356 computer. It is further alleged that Lawyers Title failed to disclose that the UNIX operating system at its Lancaster branch lacked customary UNIX operating utilities. 68. Admitted. 69. Denied as stated. Mr. Myers did not state that STI had a UNIX development license for Progress software. However, it was Mr. Myers' belief at the time that Mr. Gavron possessed such a license. - 11 - 70. Denied as stated. A program developed in DOS-based Progress language can be converted to UNIX through the utilization of conversion software designed for such a task. 71. It is admitted that STI had an employee experienced in the Progress developmental programming language for the UNIX operating system. However, Lawyers Title was fully aware prior to execution of the contract that Mr. Gavron, an independent contractor, would be utilized to complete the project. 72. Denied as stated. Lawyers Title and STI contracted with each other because both parties believed that Mr. Gavron could perform the tasks required by the contract specifications. 73. Denied as stated. STI and Mr. Gavron jointly purchased conversion software carrying with it the necessary license to convert a DOS-based Progress language program to one compatible with the UNIX system. 74. Denied. STI did in fact have employees experienced in the UNIX Progress developmental programming language. However, both STI and Lawyers Title were aware that an independent contractor, Mr. Gavron, was to be utilized for the subject project. - 12 - 75. It is denied that Lawyers Title has incurred any cost or suffered any damages as a renult of any breach of contract by STI, inasmuch as no ouch breach occurred. COUNT III - BREACH OF EXPRESS WARRANTY 76. No response is required, 77, Denied as ntated. Solution Technologies represented that it was familiar with a standard UNIX operating system. However, Luwyers Title did not disclose that the computer system in its Lancaster branch lacked customary UNIX operating utilities. 78. Denied as stated, The contract between the parties containn the agreements and specifications to which STI agreed to conform, and the contract speaks for itself. 79. It in admitted that Lawyers Title reasonably relied on the agreementn and npecifications contained in the contract between the parties, It in further averred that STI relied on the npecifications drafted and submitted to it by Mr. Spezialetti on behalf of Lawyers Title. - 13 - 80. Denied as stated. All representations, agreements and specifications agreed to by STI are contained in the contract between the parties, 81. Denied as stated. STI agreed to provide a software product conforming with the specifications developed by Lawyers Title, specifically by Mr. Spezialetti on behalf of Lawyers Title. 82. Denied as stated. STI made no warranties other than those contained in the express contract between the parties. 83. It is denied that STI failed to deliver computer software meeting the specifications agreed to in the contract between the parties. 84. It is denied that Lawyers Title has suffered any damages as a result of the breach of any express warranty by STI, inasmuch as no such breach occurred. COUNT IV - BREACH OF IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE 85. No response is required. - 14 - 86. Denied as stated. STI is in the business of providing programming services, rather than selling computer software. 87. Denied LIS etated. STI represented that it was familiar with standard UNIX operating systems. However, Lawyers Title failed to disclose to STI that the system at Lawyers Title'a Lancuster branch lacked customary UNIX operating utilities. 88. Denied as stated. The contract between the parties contains tho entire agreement between the parties with respect to the services to be provided and the specifications with which the requested program was to conform. 89, Denied as stated. Both Lawyers Title and STI relied upon the agreements and specifications contained within the contract. Furthermore, STI relied upon the specifications developed and submitted by Mr. Spezialetti on behalf of Lawyers Title. 90. Denied as stated. All of the agreements between the pnrties are contained in the contract for the services to be provided, - 15 - 91. Denied as stated. Both Lawyers Title and STI relied upon representations and specifications contained in the contract between the parties. 92. Denied as stated. STI was aware that Lawyers Title contracted with STI for the performance of computer programming services as specified in the contract. 93. Denied as stated. STI provided computer programming services to Lawyers Title in conformity with the specifications contained in the contract between the parties. 94. Denied as stated. STI performed all of the programming services specified in the contract between the parties. 95. It is denied that Lawyers Title has incurred any costs or suffered any damages as a result of any breach of implied warranty by STI, inasmuch as no such breach occurred. - 16 - j , r WHEREFORE, Solution Technologies, Inc. respectfully requests that the Counterclaim of the Defendant Lawyers Title be denied in its entirety, and that Defendant take nothing therefrom, Dated: November 28, 1994 Respectfully submitted, b.~;j~ Attorney 1.0. No. 21426 BALL, SKELLY, MURREN & CONNELL 511 North Second Street P. O. Box 1108 Harrisburg, PA 17108 (717) 232-8731 - 17 - ..... I;"'.'-.'~: -.-.'.':o>..,_~.,.,.._.*__~... VERIFICATION I, Larry A. Putt, President of Solution Technologies, Inc., verify that the statements made in the foregoing document are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 54904, relating to unsworn falsification to authorities. Date: /~*C/ L'~~'~~ Preside CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Reply to New Matter and Counterclaim was served this date on the following individual by first class prepaid mail: Anthony J. Nestico, Esq. Hetrick, Zaleski & Pierce, P.C. 10 S. Market Square, Suite 500 P. O. Box 1265 Harrisburg, PA 17108-1265 Dated: November 28, 1994 ~(j!f{.~.- Phi P . Murren ('" '-," """- SOLUTION TECHNOLOGIES, INC., a Pennsylvania Corporation, Plaintiff COURT OF COMMON PLEAS OF CUMBERLAND COUNTY v. No. 94-4361 Civil 1994 LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation, Civil Action - At Law Defendant PRAECIPE TO THE-PROTHONOTARY: The parties having reached a compromise settlement of the claims and counterclaims raised in the above-captioned .. ,--..) matter, kindly mark the Complaint and the Counterclaims herein as settled, withdrawn and discontinued. Dated: April 13 ,1995. Ant ony Counsel f Defendant and Counte claimant, Lawyers Title Insurance Corporation P ip J Murren, Esq. Counsel for Plaintiff and Defendant in Counterclaim, Solution Technologies, Inc. ~ - ';~ -, .' r :C Co_ '" If> ('<) " ~...., . ~t -!: (- , H t- .;;.1 , 0; ,~ ""'" ;:", ~l...~ =,