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HomeMy WebLinkAbout94-05435 I. , , ~ d " l() rf) ::r- l() , -::r 0-/ 0/ <I BHSF SERVICES CORPORATION, I IN THE COURT OF COMMON PLEAS OF Plaintiff I CUMBERLAND COUNTY, PENNSYLVANIA I v I CIVIL ACTION - LAW I FIRST AID AND SAFETY PATROL I 94- CIVIL TERM EMS, INC. , I Defendant I COMPLAINT AND NOW, comes the Plaintiff, EHSF Services Corporation, by and through their attorneys, Broujos, Gilroy & Houston, P.C., who aver as follows: I The Plaintiff is EHSF Services Corporation, a corporation duly organized in accordance with the laws of the Commonwealth of Pennsylvania, with its principal place of business being located at 503 Bridge Street, New Cumberland, Cumberland County, Pennsylvania. 2 The Defendant is First Aid and Safety Patrol EMS, Inc., a corporation duly organized under the laws of the Commonwealth of Pennsylvania, or an unincorporated association, with its principal place of business b9ing located at 245 South 11th Street, Lebanon, Lebanon County, Pennsylvania. 3 The Plaintiff is in ths business of providing financial management services, including but not limited to billing .el'vice., fol' providel's of Emergency Medical Services. 4 The Defendant i. a provider of Emergency Medical Service.. S On or about .June 6, 1994, Plaintiff and Defendant entered into an agreement whereby Plaintiff would perform financial management .ervice. for Defendant in exchange for a fee to be paid by the Defendant. Attached hereto and marked as Exhibit A i. a copy of .aid Agreement, which is incorporated herein by reference thereto and hereinafter referred to as "the Agreement". 6 The Agreement provided that trip reports for ambulance .ervice. rendered by Defendant were to be provided to the Plaintiff and that Plaintiff would provide services including, but not limited to, preparing billing invoices from said trip reports received from the Defendant. 7 Paragraph H and Appendix II of the Agreement provided that during the initial twelve (12) month period, being June 1, 1994 to May 31, 1995, that the Agreement could not be terminated by tiither party. 8 Pursuant to the terms of the Agreement, Defendant did provide Plaintiff with trip report. generated by the Defendant for the period up to and including July 1994. 9 On or about August 23, 1994, Plaintiff received information that led Plaintiff to believe that another entity was providing financial management and billing services for the Defendant. 10 On or about August 23, 1994, Plaintiff contacted the Defendant, to ascertain whether Defendant was going to be honoring the terms of the Agreem&nt and utilize Plaintiff for the contracted for services, and Plaintiff was advised by the Defendant that Defendant was in fact not going to be honoring the Agreement and that it had contracted with another entity for billing services. COUNT I - BREACH or CONTRACT 11 Paragraphs 1 through 11 are incorporated herein by reference thereto. 12 The Defendant was to provide, as per the Agreement, its trip reports for ambulance services to the Plaintiff for processing for the period of June 1, 1994 until May 31, 1995. 13 Defendant has breached the Agreement by contracting with another entity to process its trip reports. .....,. ....,... I , SHERIFF'S RETURN COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND EHSF Services Corporation In the Court of Common Pleas of Cumberland County, Pennsylvnaia No.94-5435 Civil Term Complaint in Civil Action Law and Notice VS First Aid and Safety Patrol EMS, Inc. R. THOMAS KLINE, Sheriff. who being duly sworn according to law, says, that he made diligent sea:ch and inquiry for the within named defendant. to wit: First Aid and Safety Patrol EMS. Inc. them in his bailiwick. He therefore but w~s unable to locate deputized the sheriff of Lebanon County. Pennsylvania. to serve the within Complaint in Civil Action Law and Notice On September 29. 1994 , this office was in receipt of the attached return from Lebanon County. Pennsylvania. Sheriff's Costs: Docketing 14.00 Out of County 5.00 Surcharge 2.00 Lebanon County 16.60 $ 37.60 pd. by Sworn and subscribed to before me So answers: J. THOMAS KLINE. Sheriff <~'?/,,~ .>,"'~ . ,/ , ~., 40. atty 9-29-94 this /.:l g... day of (}<.t;;~~ 19 tllf. . A.D. __~.." C ~tul".~ Prothonotary u~"" . 'r.,. Th~ Court cT C.:mmO;-\ ?1e:s ~r' ,., ". . '''~'l' -...d ,.' "~-"''1 ?-:"'r:"'yl',-r: I'... -- ...."..-..... -., ..."... ... I I -...... ...... · -.. EllSF Serv ices Corp.)l~ ion First Aid and Safety Patrol EMS, Inc, ~o. 94-5435 Civil Term ---. ::---. ;:';ow, September 26, 1994 :9--. !. S:~..:.:::' OF C':nGz:=t..!.A.'lD COt.~':'?1 ?"-. CQ h=-..:r, ci..::u= = Sb.::'.:' oi Lebanon C~u:rr ::J ::::':".1:0: .:";. 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" I, ( --------. 1- ---,I 3 '-"_/11 'I'Y',II .., I 7. Admitted in part. Denied in part. It i. admitted that paragraph H and Appendix II provide cortain language and were agreed to between plaintift and Detendant, a. .et forth in the Agreement, Exhibit "A". It is denied that Defendant wa. required to have plaintitt perform any or all financial management .ervice. between June 1, 1994, and May 31, 1995. It is denied that Defendant haa terminated the Agreement, Exhibit "A". 8. Admitted in part. Denied in part. It is admitted that beginning on about June 6, 1994, and continuing tor some period of time thereatter, Detendant did provide to Plaintitt certain trip report. tor ambulance services rendered by Detendant. It ia denied that Detendant was required to provide theee trip report. for ambulance services rendered or any trip reports tor ambulance .ervice. rendered to Plaintitt. 9. Denied. Atter reasonable investigation, Detendant ie without knowledge or intormation sutticient to torm a beliet ae to the truth ot the averment. 10. Admitted in part. Denied in part. It ie admitted that on or about Auguet 23, 1994, Plaintitt contacted Defendant and que.tioned Detendant about whether Detendant would be providing - 3 - additional trip report. tor ambulance .ervice. rendered by Detendent to Plaintitt in accordance with the Agreement, Exhibit "A". It i. denied that Detendant advi.ed Plaintitt that Detendant would not honor the Agreement, Exhibit "A". It i. admitted that Detendant did advi.e Plaintitt that Detendant had contracted with another entity to provide billing .ervices tor Defendant. Further, Detendant alleges that Detendant was not required to provide any trip reports tor ambulance services rendered by Detendant to Plaintitt, and that Detendant has, at all times, honored the Agreement entered into between Plaintitf and Defendant, Exhibit "A", to the Complaint. Further, Detendant believe. and avers that Plaintitf ha. pertormed certain financial management and billing .ervice. on behalf of Defendant, and has received payment. a. a re.ult ot tho.e .ervices, but has failed and refu.ed and has wrongtully withheld making payments over to Defendant. COUNT I - BREACH OF CONTRACT 11. Detendant incorporates herein, by reference thereto it. ANSWER to paragraph. 1 through lOot the COMPLAINT. 12. Denied. The Agreement between Plaintitt and Detendant, Exhibit "A" to the Complaint, provide. tor Detendant to provide to - 4 - Plaintiff trip raport. for ambulance .arvice. rendered by Defendant on a .chedule to be determined solely by Defendant, and not requiring any minimum number of trip reports to be provided by Defendant to Plaintiff at any time. (see Exhibit "A", page 5, Appendix I). 13. Denied. The Agreement between Plaintiff and Oefendant, Exhibit "A" to the Complaint, is not an agreement that requires Defendant to exclusively have the financial management service or billing .ervice for its trip reports performed by Plaintiff, but rather Defendant may perform such services on its own 01' may enter into agreement. or contracts with any other ontity to perform .uch .ervice.. It is denied that Defendant has breached it. Agree.ent with Plaintiff, Exhibit "A" to the Complaint, by contracting with another entity to process trip reports for ambulance service. rendered by Defendant. 14. Denied. Defendant believes and avers that Plaintiff has not at all time. abided by the terms and Obligation. of the Agreement, Exhibit "A", including both at the beginning of the teI'1l of the Agree.ent .s .et forth in Exhibit "A", and through to and including the present time. Further, Defendant believe. and aver. - 5 - Defendant from performing on it. own behalf the .ervice. outlined in Exhibit "A" which Plaintiff has agreed to perform on behalf of Defendant, nor do.. Exhibit "A" prohibit, forbid, or limit Defen~ant from entering into an agreement with one or more other entities to perform the service. outlined in Exhibit "A" which Plaintiff has agreed to perform for Defendant. Exhibit "A" i. not an exclu.ive agreement. 18. The Agreement entered into between Plaintiff and Defendant, Exhibit "A", requires Defendant to provide Plaintiff n. . . with trip reports on a schedule to be determined by . . .n Defendant, which Agreement allows Defendant to provide no trip report. to Plaintiff should Defendant choose to do so. 19. At all times relevant hereto, in matters inVOlving di.cu..ion. and negotiations between Plaintiff and Defendant involved with Defendant entering into the Agreement, Exhibit "An, with Plaintiff and in all matters involving the entering into of the Agreement, Exhibit "A", with Defendant, for Plaintiff to perform certain financial management services on behalf of Defendant, Plaintiff was represented by Mary Keiter, Plaintiff'. then General Manager. - 7 - 20. At all times relevant hereto, Plaintiff's then General Manager Mary Keiter was acting within the scope of her employment and within the course of her duties as General Manager for PlaintiU. 21. At all times relevant hereto, Plaintiff's then General Manager Mary Keiter was authorized by Plaintiff or impliedly authorized on behalf of Plaintiff to discuss and negotiate on behalf of Plaintiff with Defendant and to enter into an Agreement, Exhibit "A", between Defendant and Plaintiff for Plaintiff to provide certain financial management services for Defendant. 22. During the course of the discussion. and negotiations between Plaintiff, through its then General Manager Mary Keiter, and Defendant, Mary Keiter informed Defendant that the written Agreement Plaintiff would require Defendant to enter into with Plaintiff, Exhibit "A", would not be a contract including any exclu.ivity provision in thet Defendant would not be required by Plaintiff to send any or all of the trip reports for a.bulance .ervices rendered by Defendant to Plaintiff, for financial .anage.ent services and collection, but rather Defendant could perform such service. it.elf or could contract with other entities to provide those .ame .ervice. for Defendant. - 8 - :013. Durinq the course of the diacu.sion. and the neqotiation. between plaintiff, throuqh its then General Manaqer Mary Keiter and D.f.ndant, Defendant told Mary Keiter of it. concern about the provi.ion of Exhibit "A", that the Aqreem.nt could not b. t.rminat.d by either party durinq the initial twelve (12) month p.riod of the Aqreement, Exhibit "A". 24. In response to this concern expressed by Defendant, Plaintiff, throuqh its then General Manaqer Mary Keit.r, r.pre.ented and warranted to Defendant that the Aqreement, Exhibit "A", did not require Defendant to send any or all of it. trip report. for ambulance services rendered by Defendant to Plaintiff, and did not require Defendant to have Plaintiff p4lrform any financial manaqement services as set forth in the Aqreement, Exhibit "A", on behalf of Defendant. In further re.pon.., Mary K.iter told Defendant that if Defendant, for any rea.on, became unhappy or dissatisfied with Plaintiff's services, Defendant could Itop Isndinq trip reports for ambulance services rendered by D.fendant to Plaintiff and could refuse to send additional trip r.port. for ambulance services rendered by Defendant to Plaintiff, and that .uch actions by Defendant would not violate or terminate the Aqr..m.nt, Exhibit "A". Further, in response to this conc.rn .xpr....d by Defendant, Mary Keiter warranted and repr...nt.d to - 9 - Defendant that Plaintiff as.umed that it. client., including Defendant, would not be unhappy or di..atiefied with Plaintiff'. .ervice., but if Defendant did become unhappy or dissati.fied with Plaintiff'. .ervice. and Defendant cho.e not to provide additional trip report. for ambulance .ervices rendered by Defendant to plaintiff, Plaintiff would not pursue that decision of Detendant by any means, including but not necessarily limited to any legal action. 25. During the course of the discussions and negotiations between Plaintitt, through its then General Manager Mary Reiter, and Detendant, Detendant explained to Mary Reiter its sub.tantial daily overhead costs and that Detendant needed, in order to meet it. tinancial requirements and obligations, to receive payments trom Plaintiff every two (2) weeks (every fourteen (14) days). 26. In response to this concern expressed by Defendant, Plaintiff, through its then General Manager Mary Reiter', agreed that Plaintiff would send to Defendant, every two (2) week., a check tor payments received by Plaintift on behalf ot Detendants, a. .oon ae Plaintiff began performing financial management service. on behalt of Defendant. - 10 - 27. In reliance upon these described material rspresentations and warranties of Plaintiff, made by and throuqh its then General Manaqer Mary Keiter, to Defendant, Defendant then executed the written Aqreement, Exhibit "A", on or about June 6, 1994, believinq and understandinq that based upon the described material representations and warranties made by Mary Keiter, an aqreement and meetinq of the minds had been reached between Plaintiff and Defendant. 28. At the time that Plaintiff, throuqh its then General Manaqer Mary Keiter, was discu8sinq and neqotiatinq with Defendant enterinq into the Aqreement, and at the time the Aqreement, Exhibit "A", was entered into between Plaintiff and Defendant, Mary Keiter had be.n employed by Plaintiff for approximately thirteen (13) years, and for the previous approximately ten (10) years had been involved in discussinq, neqotiatinq, and enterinq into contracts for financial management services between Plaintiff and customers. 29. The representations and warranties made by Mary Keiter, then General Manager of Plaintiff, to Defendant during the course of discussions and negotiations between Plaintiff and Defendant, and which were a part of the Agreement, Exhibit "A", entered into between Plaintiff and Defendant, and which are referred to herein - 11 - at paragraph. 22 through 26 above, wen repre.entation. and warranties that Mary Keiter, a. then General Manager of Plaintiff, would make a. a cour.. of conduct and aa atandard repre.entation. and warranties when diBcussing and negotiating a financial .ervice. contract to be entered into between Plaintiff and a new cu.tomer. 30. The representations and warranties made by Mary Keiter, then General Manager of Plaintiff, to Defendant during the cour.e of di.cus.ions and negotiations with Defendant, and which are referred to in paragraphs 22 thrO\lgh 26 above, were repre.entations and warranties made by Mary Keiter, then General Manager of Plaintiff, with the express or implied consent or authority of Plaintiff, and were made in order to induce and convince Defendant to enter into the Agreement, Exhibit "A", with Plaintiff. 31. All trip reports for ambulance services rendered by Defendant that Defendant forwarded to Plaintiff were forwarded by Defendant in reliance upon the Agreement, Exhibit "A", and the de.cribed material representations and warranties made to Defendant by Mary Keiter, then General Manager of Plaintiff. - 12 - 36. On July 25, 1994, Defendant phy.ically went to Plaintiff'. offic.. and r.ceived from Plaintiff a payment of Fifteen Thou.and Dollar. ($15,000.00), a. Plaintiff had not forwarded to D.f.ndant paym.nt in accordance with the every (2) week paym.nt agreement and which paym.nt Defendant would not have rec.ived prior to August 8, 1994, had Defendant not trav.l.d to Plaintiff'. offices. 37. On August 8, 1994, Defendant received from Plaintiff paym.nt in the amount of Seventeen Thousand Two Hundred Eleven Dollar. Tw.lve Cents ($17,211.12). 38. Defendant did not receive a payment from Plaintiff on or by Augu.t 22, 1994. 39. Defendant did receive a payment from Plaintiff on S.ptember 2, 1994, in the amount of Fifty-Two Thousand Eight Hundred Thirteen Dollar. Ninety-Two Cent. ($52,813.92). 40. D.fendant has not received any payments from Plaintiff .ince the payment received on September 2, 1994, d.spite Plaintiff having trip reports for ambulance services rendered by Defendant in it. po.....ion and for which tinancial management .ervice. are to - 14 - be provided on behalt ot Detendant in the total amount ot One Hundred Thirty-Seven Thousand Nine Hundred Thirty-Nine Dollar. Three cent. ($137,939.03), which a. ot Auqu_t 27, 1994, were de.cribed a. tollow_: current, Sixty-Four Thou.and Six Hundred Forty-Five Dollar_ Seventeen cent. ($64,645.17); over thirty (30) day., Eleven Thousand Three Hundred Seventy-Nine Dollar. sixty- Three cent_ ($11,379.63); over sixty (60) days, Sixty-One Thou.and Nine Hundred Fourteen Dollars Twenty-Two cent_ ($61,914.22). 41. The action of Defendant in not sendinq trip report. to Plaintiff after those in the possession ot Plaintitf as ot Auqu_t 27, 1994, wa_ in reliance by Defendant upon the Agreement, Exhibit "A", and in reliance upon the representations and warranties made to Detendant by Plaintiff through its then General Manaqer Mary Keiter. 42. Plaintiff has waived or impliedly waived any r1qht or privileqe it may have had to brinq this action or to collect any damaqe. from Defendant. 43. Plaintiff is estopped or equitably estopped from brinqinq or pur_uinq thi_ action or from collectinq any damaqe_ fro. Detendant. - 15 - COUNTERCLAIM COUNT I 46. Defendant incorporate. herein by reference thereto it. Answer. to the Complaint, at paragraph. 1 through 15, a. well.. it. New Matter, paragraphs 16 through 45. 47. From about June 6, 1994, through to the pre.ent time, Plaintiff has remained in possession of various trip reports for ambulance .ervices rendered by Defendant and forwarded by Defendant to Plaintiff pur.uant to the Agreement, Exhibit "A", and Defendant believe. and aver. that Plaintiff has collected certain payments arising out of the.e various trip reports and out of which paymente are due from Plaintiff over to Defendant. 48. Other than the payments made by Plaintiff to Defendant and de.cribed earlier herein, Plaintiff has made no other payments to Defendant pursuant to the Agreement, Exhibit "A". 49. All writings or records involving financial manage.ent eervic.. provided by Plaintiff involving these trip report., .. well a. all payment. received by Plaintiff and arising out of the.e trip report., are in Plaintiff's .ole po..e.sion and Defendant h.. ,~ I,. ,: ~ I I - 17 - no writing. or records and no knowledge or information about payJII.nta r.ceived by Plaintiff or about payment. which D.fendant i. .ntitl.d to receive from Plaintiff. 50. Defendant believe. and av.r. that the writing. and. record., including payments-received records, in the po.....ion of Plaintiff will disclose, consistent with the term. of the Agreem.nt, Exhibit "A", those payment. to which Def.ndant i. entitl.d, and although Defendant has demanded an accounting, Plaintiff has refused and continues to refuse to account to Defendant. 51. Defendant avers that Plaintiff continues to refu.. and neglects to pay over to Defendant those funds to which Defendant i. entitl.d consistent with the Agreement, Exhibit "A". 52. Defendant requests this Honorable Court to require Plaintiff to furnish to Defendant a true and proper account involving all trip reports for ambulance services rendered by Def.ndant and forwarded by Defendant to Plaintiff pur.uant to the Agr..m.nt, Exhibit "A", and to award jUdCJlllent in favor of Defendant and again.t Plaintiff for the balancs shown to be due to Defendant trom Plaintiff by rea.on of such account, which amount Defendant ~-.....,.'- 8HSP S8RVICBS CORPORATION, . IN THB COURT OF COMMON PLBAS OF Plaintiff . CUMBBRLAND COUNTY, PBNNSYLVANIA . v . CIVIL ACTION - LAW . PIRST AID AND SAFBTY PATROL . 94-5435 CIVIL TBRM 8MB, INC., , Defendant . PRAIleIP. TO THB PROTHONOTARY, Pleaee diemi.. Plaintiff' e action againet the Defendant, with prejudice. .' .// Date. S'~I), 14) 111}- , L/ r etophe . ueton, Bequ re Attorney for Pla ntiff BroujoB, Gilroy' Houston, P.C. 4 North Hanover Street Carlisle, PA 11013 111 - 243-4514