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Home My WebLink About95-03758 " , i ~ .~ d " I, 1 ! " , I . ~ il " " I, 'I , , ~ 'i I ! l I '. ! I, " , I , I \ 1 ,. " " ''I I_J SAlOIS, GUIDO, SHUFF &. MASLAND 26 W, tilth 5',...' elllille, PA TECHNICAL SIRVICIS ABSOCIA'I'Il:I!" INC. I l'lnintiff IN '1'111 COUWI' air COMMON PLI!:AS ClJMllllU,AND COUN'I'Y I I'I!:NNSn,v/\t'IlA v. NO, 95- II ~ " CIVIL '1'I!:RM PROVIDIAN BANCORP, INC" Defendnnt CIVIL ACTION - LAW COMPLAINT AND NOW, comes Plaintiff, Technical Services Associates, Inc" by and through its counseL, SALOIS, GUIDO, SHUPF & MAOLAND and avers the followingl L . P laintif f Inc. 'I'echnical Services AS6ociates, (hereinafter '''I'SA'') is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business located at 2 Mark~t Plaza Way, Mechanicsburg, Cumberland County, Pennsylvania 17055. 2 . Defendant Providian Bancorp, Inc. (hereinafter "Providian") is a California corporation with a regular place of business at 150 Spear Street, San Francisco, California 94105. 3. TSA is in the business of developing, selling, installing and servicing computer 6oftware. 4. During the latter part of 1994 into L995 the parties negotiated to have Plaintiff provide certain computer software packagos and services to Defendant. 5. Defendant made numerous phone calls to and corresponded frequently with Plaintiff at its offices at 2 Market Plaza Way, Mechanicsburg, Cumberland County, Pennsylvania for purposes of negotlating and/or implementing the contract for the provision of said goods and services by Plaintiff to Defendant. ~ , II IIIlXIXT u~u SAlOIS, GUIDO, SHUFF II MASLAND 26 w. HISh 51...l cull,I., VA ~ ').. ',)~ ?:. Q " 1'.... .J l~ ~ g ..;j'1I I" I:' ,)~ "- "" ~ "I. '- .. " I " .. ..J. .' q " \g' '- ',:7'" ~ ,~ '" .rt '! ~ ~ <( - '" CIJ - ~ ~~8~~ IE ~><~ffi'" o ~~t!i~g ~ ~~~~ ~~-o ~ i!l ~ if: r!.l u S <( CIJ , I ! ' " . TECHNICAL SERVICES ASSOCIATES, INC,! plaintiff IN 'rHE COUI~'1' OF' COMMON I?L,EAS CUMBERLAND COUNTY/ PENNSYLVANIA v, NO. 95-3756 CIVIL TERM PROVIOIAN BANCORP, INC., Oefendant CIVIL AC'I'ION - LAW CERTI,ICATE 0' SERVICE I, Edward E. Guido, Esquire certify that on the L7th day of July, 1995/ I served a true and correct copy of the complaint upon the Oefendant, providilln Bllncorp/ Inc. by certified mail, return receipt requested. A copy of the return receipt is attached hereto as Exhibit "A". Oatel ') IJ LI 11 ~ &. HASLANO SAlOIS, GUIOO/ SH\JFF ~';{. II .. ElYI---" . Edward E. Guido, Esquire supreme Ct. 1.0. * 21206 26 West High Street Carlisle, PA 17013 (717) 243-6222 Attorney for plaintiff SWORN ANO SUElSCRIElEO ElF-FORE ME THIS ~I/I~ DAY ) OF r~. ~, '/ /~< I " \ )~.. / .. "..--,"'/.(('11...1 . . "t 't' Notary pub1i.c J 1995. ~ / 1IO'.I'l~ Wl IAlll! FRII.A. tIo\lllY PlJbllc CIrIIII' llcilO, C\lII\bt~lnd COIJ/1ly, PA ... Cll""'liI.IOll ~Iru Feb. 12. lw.Je ~ ,J ,- If: ,'~ lit " 1.111' " I , , Pj " ! ! -:r .' ,. /.\ ":1' ,,, N " , 'I I ,\ . .!f I" ;.~~ " . ~ ~ ~ ~~ffi~~ ~"'><~ffi o !ilG~[ ~ 0 5! I~ j ~ii 0 ~ ~ if ~ tfl \ \ 'I ;1, " ,;,1 " I I ,!:.;, , " ,I I '1-' ':1 I " . . TSA Boftware and Bervlcell based upon reprellentutlenll by TSA thnt tho lloftware, once Instnlled and ullel' Pl'ovldinn pcrsonnel hud becn properly trulncd by TSA, would perroI'm conllilltllnt with 'l'SA'1l rcprllscntutionll und with the particulur purposell dCllired by Providiun, which pUl'pllllCll WUI'U known by 'I'SA, 5, Adll1lltud in purt und duniud in purl. It ill udll1itted that Provldiun made nUll1urOU/:l telephonu cullll to und clll'rellpondud with 'I'SA ut itll ollicu/:l ut :.! Mnrltllt Plazu Way, It i/:l dunled thut this contact wosuxclullively till' tho purpo/:lo ef negotiuting or hnplull1unting a contl'llcl. SOIl1C of the contuct ruluted to cOll1pluinttl about thu goods und sCJ'Vices of'l'SA which wUJ'U of pllOl' quullty und not in uccoJ'duncc with what wus J'eprusunt,'d to l'l'ovidiun, 6, Dcniud, On OJ' ubout Murch ao, 10BIi, Pl'Ovidiun iSlluud n IlUl'ehullO order to 'I'SA fill' goods und sUl'vicl!s, Exhibit "A" of I'luintifl's COll1plnint is not u true nnd correct copy of suid pUl'chnsu oJ'del' beC[lllSU Exhibit "A" doeH not ineludo various "Attuchll1cnts" l'uruJ'uncud in thu description section of thu purchuso ordol', Furthur, thc purchu/:le ordul' Ilnd uttuchll1ents wus not u contruct in writinl!' llil!'nud by Providian within the Il1caning of 1:1 Pu,C,S,A, ~:l:.!O 1 llllCh thut uny tl!rll111 contained thcl'uin UI'U unrol'ccuble by TSA, l'rovidian's rOllponllU to PuruKrullh 4 ill hereby incorporatcd by rcfcrence, .2. . 7, Denied Ill:ll:ltawd. 'l'he price reflected on the Ilurchlll:le order was $28,348,00. However, thil:l Wlltl llot Illl "lIgreed.upoll" price. llilther, it Wlll:l the prico thllt would be pllid UpOll contrnct formlltion if the tloltwnre nnd I:lorvicel:l were I:latil:lfllctory. Providinn'l.! rl.!l:lponl.!e to PlIrugrnph 4 il.! hereby incorporuted by referencc, i 8. Denied. It il.! I:lpecificnlly denil.!d thnt 'I'SA delivered nil of the goodl:l and performcd all of thc I:lervicetl litlted in the purchnl:lc order. 'I'o the contrllry, 'l'SA failed to deliver the goodl.! nnd I:lerviccl.! in the limn in which they were rcprel:lented to Providinn, 'I'he I:loltwnre lInd I:llHVicel:l were deficient in numerous rcspectl.!, did not perform uccording to 'I'SA'tl reprel:lentutionl.!, nnd did not llleet tho particular ncedl:l of P.'ovidinll, which needl:l were known to 'I'SA, Also, aileI' reasonablc invel:ltiglltion, Providilln il:l without knowledge or inforlllation I:lufficient to form II belief Ul:l to the truth or vel'Ucity of' TSA'l:ll:lttlwmcnt in Plll'llgruph 8 thut it incurred un additionlll $4,:155,:10 in trllVl!lexpenl:lcl:l, 9, Admitted in purt llnd denied in pllrt. It il.! admitted that Providian has puid 'l'SA $11,355,:10, An initial payment of $4,987.50 Wlll:l pllid by Providian pursuant to 'l'SA'1:l requirement and l.!ubBcqllcnt invoicc thut thil.! amount be paid "upon placemcnt of order." Additionlll tlUmB wcre to bc paid "upon intltnllation" and "upon ncceptllnce," An ndditional payment of $6,367,80 wal:l pnid in nn .3. . attempt tQ IlOWo all clulmll and dlllputoll botwoon Prllvldlan and TSA, Provldlan'll "Now Mattor" III horoby Incorporutod by rOloronce, It III specltlcally donled that thoro III a ballllll:e due of $21,:148.00, On tho contrary, Provldlun doos not owe anything to 'I'SA, 10. Adllllltud In purt und donlud In purt. It Is admlHod that TSA modo ono dUlllund lilr PUYlllunt, which WUll 0 telephonu cull dUlllundlng the Initial paYlllent of $4,987,liO. It ill donil!d thut TSA Illude any lurthor delllandll for paYlllent. It is UIHO denied thut '!'SA ill owud any 1Il0ney by Providian, WHEREFOUE, Dufundllnt, Providian Bancorp, Inc., resp/lctfully requests that this Court dilllllillll Plointil1'll COlllplaint with prejudice and enter judgment In It3 favor and againllt the Plaintiff, together with an award of such costs, Interest and other l'clicfull the Court deelllll jUHt and rCIIHonublc. ~ I. Statute of Fraud, 11. TSA's claim Involvcs the sale of goods with 0 valuo exceeding $500,00, 12, There Is no written contract signed by Providlan eVidencing said sale, - 4 . Tho rUBourculluKpunded by thu Purchlllllog teum for thu domonBtru. tlon, nugot!utlon, Imlllulllentllt!on, pr()blem rUBolullon und trulnlng rolated te 'I'SA'!! GUtUWllY CIS lIoll.wllru uru UII folloWII: PurchBBlnll 1'c1lJn '1'. StruulIlI 1<' 1'hrulIl1ur K. Kolllon .J. Englo 1,. COlllpl1ul M, Burnhum '1'. KllloI R. Reuller D. Lubltun D. Lucero A. DoLeon M. Dutrn K.Ruwe DeBcrlp~lon of l~unctlonll ulluroulI - Iii 1 hrll, UIlIIl'OUII . 100 hrll, [lllureulI . lliO hrll, trulnlng . 24 I1rll. trulnlng - 24 I1rll, trulnlng . 24 I1rll, training. 24 I1rll, training - 4 hrll, trulnlng - 4 I1rt!, trulnlng . 4 hrll, trulnlng - 4 hrll, trulning . 4 I1rll, trulnln~ . 4 hrll, Estimated Dollars _~.9!L. 1II,"..IO/l,"lnry.r emplny..., Inoludl/l' be/l.filM,) Estlmllted Hours 521 + Further, the Notwork/ComplIter OpurutlonH limu und mnterlal requlrolllents for t1w inHtullution, conli~lIrntion, problom determinulion, und l'uKollllion jilT GlltUWUY/CS IIn! UK folloWII: Aru Unix lIurwr hardwaro inlltullution und conligurution Unix lIerver operutin!l HYlltem Inlltnllution nnd conli~lIration FDOl notwork connectivity Novoll dellktop inHtullution and configurution Implcmentlltion of dutabnsu, opernting BYBtom, nnd enterprille buckups, tnpe mnnagement, nnd Hchuduling - 15 - !&It $ 3,000,00 2,100.00 1,600.00 2,900,00 2,400.00 WHEREFOIIE, Pruvldllln BlIncorp, IlIe, dUlIlllndH Judglllont in itll liwor nnd oll'nlnllt Toehnleul Borv/eell Astioelutoll, lne" In tho Ilmount of $4:J,lllll.:IO, tOll'cthor with un Ilwurd ol'lIuch elllltll, /ntorollt und othor rul/of nil tho Court dUUlIl1l JUllt nnd ron8onublo. METTE, EVANS & WOODSIDE BY: r ' , ;.i 'I. \ t'" : .=--:' I I I 1(, I ' I,. '..1_ DANIEL L. SULLIVAN', ESQUIRE SUprolllo Court 1.D, 1/34/i48 1{A1'1-ILElm D. YANINEK, ESQUIRE Supre/l1o Court 1.D. 1/7344/i 3401 North Front Street P.O, Box 59/i0 Hurrlllburg, P A 17110-0950 (717) 232-5000 DATED: AUG ? 5 ID!t'J Attorneys Ihr DefendunUCountorclllfm PIli/nUll; Providlun BlIncorp, Inc. ! " , " I""\I~I." 1I."""p, 1111 I ~II kl"'.' k"." k"" 1'1""""", fA 'll ",.\ ,}f,PROVIDIAN Iltllll'O/1' III ~I JH I ,I,l'" lun. 311, 1995 Mr. Dlyld Wilson TlClInltll S.rvICII t\lloclllll, Int, 2 MtriI.1 PIIZt WIY MlChlllltlbwa, Pt\ 171156 0.11' DIY', W. ...arcllO Infonn )'IlU \hll ProYld11ll hIS d.tld.d nllllll compl.l. \h.lmplem.nllllon ofTSt\'1 GallwlY CIS purchuinll)'ltcm which wu ...qullt.d March 30, 1995, W. CIII nllllCcrpl\h.softW.,.. IS It filii 10 mIlCI\h. minimum IlII1dardlllf f\lIIttllllllllty w. p",YlllUII)' d.lCnbcd 10 you, In addition, Ifter our conf.rm" "II on Iun. 15\h, II WIS appll'Cnllh. wondnl rellllolllhlp hid d.lrrlorlt.d beYllnd \h. polnl w. could .lTeClly.l)' work 101.\h.r, In our opinion Ih. OII.WIY CIS produCI hIS nol perfllml.d 10 Ih. l.y.1 YllU IIId your Iliff reprel.nled 10 UI durinl\h. III.. cycl. and pre-inllalllllon m..llna, We clle Ih. fllllllwlnallemlu cllntrlbullna raclol1l for rejectlna\h. Inllllllllon IIId rurchue of your producl. . OII.WI)' CIS II f\lncllonllly denclenlln leyeral arell5 l'rllYldlllllldenlllled U necellU)' 10 meet Ihe needlllf\he operallon, . We f..l\hlt TSA. hu proYlded Inad.quale ullllII1cc tll f'rllyldlllll for technic II probl.m relOlutllln. TSt\'1 prim III')' rllponlll' hlye been; Ihe product II worklnl cllrmlly or the l\1ncllonlllty we require would be cllnlldrr.d for future ...Iellll, . We ref....nc. our fax dlt.d Jun. I. IIIld )'our relponltl dll.d 6-12116111d 21, 19')5, . W. hlY. recelY.d nil relponllto llur muhlpl. requClII fllr add,on product prlclnl, Thelll requ'llS W.... mad. Ift.r belnl Idyllld b)' TSA Ihlllhe l\1ncllonallty we needed Willi notlvalllble In \h. IlIIIdlld producland \hIt, 10 Iccomplllh our lOllI, an "'HI.nded" prodUCI would be required II an addlllonel COli III F.",ldlllll, To dill Prr"ldlan hu plld $4,9B7,5010 TSA for Ihe Gal.way CIS 10ftwlll't, t\1 we .,.....tuminl\h. 1)'lltm dllkettel, r .llIed manulllllld documenllllon, we II'C appl)'lnl\h11 Pl)'m.nl 1IIInll )'our lime and 'HpcnlCl Inyole.. (0203604 & 020420) fllr \he Inllllllllon and \rIIlnln~, The IWlllnyolmlO181 S 12.355.30, how.yer, w. hlvo adjl -I.d Inyolc. 020420 dllwnWlld by S 1,000 10 rellectlh. Ihon.n.d \rIIlnlnllch.d' '. with LaChelle, Th....for.. .nclollld II our check In \h. unounlllfS6,367,BO rcpres.nllnl plymenlln I\llllllr TSA'llCrvlccl. Upon )'our cuhlnl ofth. .nclosed check. Proyldlan will relud \hll matter IS CllllCd. wllh no f\trtIt.r clllml between the partl'l, If )'IlU hay. any qU.lllllnlllr wllulclllk. tll dllcull\h. conl.nll ofthllletter, pl.aae conlaCl Thomu S\rllulIll 41'.222-7626. R.....dl, " ~~/. 1!"", ~ 1/ 1Ml"1{".L Thomu S\rIIUII Manaa.r of Technolol), Purchaslnl Krll K.lson Manll.r of Clll! Conll'llls Kllh)' Thruh.r Manal.r of A.dmln, Purchulnl .nclolU1C " I Aun 25 3 50 fK '95 II' II III 1'.\ 1\\11'-41"1 I' I I h'l 1)1111:1' I jllHi'l r "h~' ";1\ I;' lid) '1,1 , !I'I 'I " .. . - ..;..;;..t'l:"~_.-:--.....,. .r ...,:. '.. ..:, .-,~~ TECHNICAL SERVICES ASSOCIATES, INC.! Plaintiff IN THE COUR'l' Olr COMMON PLEAS ClJMBERLAND COUN'I'Y, PENNSYLVANIA v. NO, 95,3758 CIVIL 'l'lffiM PROVIDIAN BANCORP, INC" Defendant C IV I L AC'I'ION ... LAW IIPLY TO NIN MATTIR AND COUNTIRCLAIM or DI'INDANT, PROVIDIAN BAMCORP, IIC. AND NOW, COlllfHl Plaintiff, 'l'echnical Services Aaaociates, Ina. ("TSA"), by and through ita attornoYB, SaidiB, Guido, Shuff & Maaland and replies to the New Matter of Defendant as followSI lL. Denied aa atated, 'l'ho claims involve the sale and purchase of goods and services, not merely the sale of goods, 12, Denied. To the contrary, various correspondence between the parties, as well as the purchase order attached to the Complaint as Exhibit "1\" are all writings which set forth the terms of the Contract between the parties, L3, Denied. 'I'he averments containfld therein are conclusions of law to which no response is necessary. L4, Denied, 'l'he averments contained therein are conclusions of law to which no response is necessary. L5, Admitted in part and denied in part, It is admitted that Defendant sent and Plaintiff received the check and letter SAII>IS,CJUII>O, referred to therein, The remainder of the averments contained Sltun' & MASl.ANJ) therein are denied, It is specifically denied that there were l~ W. IlIil1 SIr,'1 ('lItll~I~, I'A insuificienciea with the software or services provided by the Plaintiff. To the contrary, all such software was free from subetantial defects and was fit for the ordinary purpose for whiah it was intended, Likewiee, all services were provided by SAlOIS, GUmO, slIun & MASI,AND 26 W, IlIWh Sir"" C41I1h1c~ JIA qualified, competent peraonnel And done in a good and workmanlike manner. Plalntl ff further eped fically den iee the mot i vee behind Defendant t a let tar. After reaaonable lnves t 19ation, P laintif f ia without knowl~dge or information nufficlent to form a belief as to the truth of the averments aet forth therein and strict proof thereof ia demanded at trial, L6, Admitted in part and denied in part, It il3 admitted that Exhibit "1\" attached to Defendant'a I\nawer with New Matter and Counterclaim ia a true and correct copy of the letter aent to Plaintiff by Defendant, The remaining averments contained therein are denied, Exhibit "1\" speaka for itaelf. L 7, Admitted in part and denied in part, It ia admitted that Exhibit "1\" attached to Defendant's I\newer with New Matter and Counterclaim ia a true and correct copy of the letter sent to Plaintiff by Defendant, The remsining averments contain~d therein are denied. Exhibit "1\" apeaks for itaelf, 18, Admitted. 19, Penied, The avermente contained therein are conc1uaiona of law to which no responee is necoaeary. 20, Denied, The averments contained in thia paregraph are incomprehenaible, To the extent that they imply that Plaintiff's software or services were deficient, they are specifically denied. To the contrary, all software provided wes free from substantial defects, wae fit for the ordinary purpose for which it was intended, and met all specificationR requested by Defendant, Likewise, all services were performed by qualified, " 2 SAIDIIl, GUIDO, SnU.-F &I MASLAND 26 W, III&h N'"," Cnrlilh:1l'A qualified, competent pursonnel and done in a good and workmanlike manner. pla1.ntiff further specifically denies the motives beh1.nd Defendant's letter, After reasonabLe 1.nvestigation, pls1.nt1.ff is w1.thout knowledge or informat1.on sufficient to form a bel1.ef as to the truth of the averments sot forth therein and strict proof thereof 1.0 demandl1d at trial, 16, Admitted in part and dented in pert, It is admitted that Exhib1.t "A" attached to Dafendant's Answer with New Matter and Countarclaim is a true and correct cory of the letter sent to Pla1.ntiff by Defendant, The rema1.ning averments contained there1.n are denied, Exhib1.t "A" apeaks for 1.teelf. 17, Admitted in part and denied in part, It 1.s admitted that Exhibit "A" atcached to Defendant's Answer with New Matter and Counterclaim is a tr.ue and correct copy of the letter sent to Plaintiff by Defendant. The remain1.ng averments contained there1.n are denied. Exhib1.t "A" speake for itself, 18, Admitted, 19, Denied, The averments contained therein are conclusions of law to which no response is necessary, 20, Denied, The averments contained in this paragraph are incomprehensible, To the extent that they 1.mpLy that Plaintiff's software or services were defic1.ent, they are specifically dented, To the contrary, all software provided was free from substantial defects, was fit for the ordinary purpose for which it was 1.ntended, and met all Bpecif1.cationB requested by Defendant. Likew1.se, all Berv1.cee were purformed by qualified, 2 SAlOIS, Gumo, snUFF III MASI.AND 2~W,lIlihSI"," COlII~lc, I)A oompetQnt peraonnel in a good and workmllnllke manner. '1'0 the extent that the ftvermenta Imply that thu uoftware did not meet the particular needa of the Defendant, Bald allegatlona are specifically denied. After reeHLnllble Investlgatlon, Plaintiff is without knowledge or info~matLon nufflcient to form a belief as to the truth of the avermenta Het forth therein and atrict proof thereof iu demanded at trial, By way of further anawer/ Defendant waa provided with an evaluation vera ion of the aoftware for a aubatantial period of time prior to ita placement of the purchaae order attached as Exhibit 'A' to Plaintiff's Complaint, Defendant had ample opportunity to determine whether the software met its particular needs, 2L, Denied. To the contrary/ the value of said goods and services well exceeded the $28,340.00 finally agreed upon by the parties, 22, Denied, 'rhe averments contained therein are conclusiona of law to which no response is necessary, To the sxtent a response is required, it is specificalLy denied that the value of the claim is any less than that set forth in the Complaint, WHEREFORE, Plaintiff TSA respectfully requeste this Court to enter judgment in its favor in the amount of $21,348,00 together with intereat and costs of this action, COUN'r!RCLAIH 23, Denied, Plaintif f incorporatea the averments contained in paragraph 1 through LO of its Complaint and 11 through 22 as I , I I f.. BIIt forth above, 3 SAIDIS, C;UI/)(), SHU~'F & MASl.ANI> lh W, Illih SIn'" Cnt'lililc, PA 2.. Oenied. The aVOrll111nta contained therein are oonolusions of lew to which no responae is llecBaaery. !;,Qunt I 25. Admittlld, By way of further allawer/ it is Ilpllcifically denied that TSA made any lI1iareprasBlltatiolls to providian liS to the features end functions of the goodll IInd ser'vicea to be provided. 26, Oenied. It is denied that the Plaintiff miarepresented the capabilities of the software or services to be provided. It is further denied that the trainer provided by Plaintiff was not qualified, To the contrary, ell softwarll provided was free from substantial defects, wae fit for the ordinary purpoee for which it wae intended, and met all specifications requoeted by Oefendant, Likewise, all services were performed by qualified, competent personnel who were thoroughly familiar with the operation of the eyatem, 27, Admitted in part and denied in part, It is admitted that Oefelldant complained about one trainer out of several qualified trainers who were diapatched to Defendant' B facilitiea, It is also admitted that Oefendant brought to Plaintiff's attention certain non-subatantial defecta with the product, all of which were cured, It is denied that Oefendant complained about the other services provided by Plaintiff. 28, Denied, Plaintiff cured all problems with and/or defects in the goods and servicss which were pointsd out by providian, By way of further snswer, Plaintiff's personnel 4 cooperated fully in roaolving tho problBma with tho produots which were ordered, By way of further answer, it wes Defendant'a personnel that took an unreasonabls and dictatorial approach in its dealings in this matter. 29, Admitted in part and denied in part. It is admitted that certain copies of the software and manuals were eventually returned to P la int if f . It ia denied that all copiea of the software and manuals have been returned. After reasonable investigation, Plaintiff Is without knowledge or information sufficient to form a belief as to the truth of the avermenta set forth therein and atrict proof thereof is demanded at trial, 30. Denied, For the reaaona aet forth above, the Plaintiff deniea that the goods and aervices provided to Defendant were of no value, The remaining averments of this paragraph are specifically denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of the averments set forth therein and strict SAIDIS, GUIDO, SIIUFF & MAStANl) 26 w. lfIah Sit"" CAlII.I.,I'A proof thereof Is demanded at trial, WHEREFORE, Plaintiff TSA respectfully request.s this Court to dismiss Count r of Defendants'S Counterclaim and enter jUdgment in its favor in the amount of $21,348,00 together with interest and costs of this action. Count II. 31. Denied. Plaintiff incorporates paragraphs 1 through 10 of its Complaint and paragraphs 11 through 30 above. !.... 5 \ .. SAIPIS, GUIDO, slIun' lit MASLANIl l^ w. 'IIKh S"r<' CIlIU.IL',I'A 32. Oenied. Although the aoftware provided to Defendant waB merchantable, frell frolll defects and flt for the ordinary purpose for which It WIIU lntended, It ls I3peclflcally denied that any express warrantloB woro made by Plalntiff. 3 3 . De n led, It io denied that Plalntlff breached any express werranties or that the software was defective, unmerchanteble, unfit for the ordinary purpose for which it was intended or unable to exhibit or perform any of the features which were represented by Plaintiff. To the contrary/ said software was free from substantial defects, fit for the ordinary purpose for which it was intended, and able to exhibit and/or perform all features and/or functions represented by Plaintiff, 34, Denied. For the reasol1s aet forth ablJve, the P laintif f denies that the goods and services provided to Dafendant were of no value, The remaining averments of this paragraph are specifically denied, After reasonable investigation, Plaintiff is without knowledge lJr information sufficient to form a beLief as to the truth of the averments set forth therein and strict proof thereof is demanded at trial. WHEREFORE, Plaintiff TSA respectfully requests this Court to dismiss Count II of Defendant's Counterclaim and enter judgment in its fevor in the amount of $2L,346,OO together with interest and costs of this action. Count III 35, Denied, P laintif f incorporates paragraphs 1 through 10 of its Complaint and paragraphs 11 through 34 above, 6 SAlOIS, GUIDO, SHun' & MASJ.ANI) l~ W.lllil. SI/l."1 C"II.I"VA 36. I.lenied, 'l'he avermenta contained therein are aonclusiona of law to which no response ia necessary. 37, Denied, It la den led thllt PLaintiff breached any implied warrnntlau or that the aottwar'e WIIS defective, unmerahllntllble, unfit for the ordinllry purpoae for which it WIIS intended or ullllble to exhibit or perform any of the felltureB which were repreuented by 'I'SA, '1'0 the contrary, Baid softwsre was free from uubstantial defects, fit for the ordinary purpose for which It WIIS Intended, and able to exhibit and/or perform all features and/or functions repreoented by TSA, 38, Denied. For the rellsonB set forth above, the Plaintiff denies thllt the goode and sorviceB provided to Defendllnt were of no value. The remaining avermentB of thia paragraph are specificlllly denied. After reasonable inveBtigation, Plaintiff is without knowledge or information Bufficient to form a belief as to the truth of the averments set forth therein and strict proof thereof ie demanded at trial. WHE;REFORE, Plaintiff TSA respectfully requests this Court to dismiss Count III of Defendants'S Counterclaim and enter judgmant in its favor in the amount of $21,348,00 together with interest and costs of this action, Count IV 39. Ollnied, Plaintiff incorporates paragraphs 1 through 10 of its Complaint and paragraphs 11 through 38 above, 7 SAm/s, GUIDO, SIIU.... &< MASUND 26 W, filth ~Ifl'" ClIflblc,l'A 40. Oenied, The averments contained therein with re~ard to an implhd warranty of fitnells for particular purpose are oono ius ions of law to which no response is necessary, 'rhe remaining averments ara denied, It is specifically denied that Defendant relied on the skill and judgment of Plaintiff to provide it with suitable software, To the contrary, Defendant was given an evaluation version of the aoftware to make its own judgment of suitabilJ.ty well in advance of ita placement of the purchase order with Plaintiff, By way of further answer, the 80ftware provided to Defendant is the same software in use by several other financial institutions for the lIame purpose, fhe only difference in the aoftware provided to Defendant are certain modifications that were made at the express request of and in accordance with detailed specifications provided by Defendant, 41 . Denied, It is denied that any implied warranty of fitness for a particular purpose was gra~ted, Said averment is a conclusion of law to which no response is necessary, By way of further answer, it is denied that the software did not meet the specifications of Defendant, To the contrary, the software met the expreas apecifications provided by Defendant, It is also denied that the software did not meet Defendant's needs and/or requirements, After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of those averments and strict proof thereof is demanded at trial, 8 42, Denied, For the rllaBonll uet forth above, the plaintiff deniel that the goodll and sQrviceB provided to Defendant were of no value, The remaining averments of this paragraph are Ipecifically denied. After reasonable investigation, plaintiff il without knowledge or information sufficient to form a belief al to the truth of the avermentB set forth therein and strict proof thereof is demanded at triaL, WHEREFORE, plaintiff 'l'SA rellpectfully requelltll thill court to dismiss Count IV of oeflJndants 'Il countercLaim and enter judgment in its favor in the amount of $21,348.00 together with interellt and costs of thill action, Datel q /111'1 r RespectfuLly submitted, SAlOl', O~{.\FF , HA",MID 4;; BYI Edward E. Guido, Esquire supreme Ct, I,D, * 21206 26 Weill'. High Street carlillle, PA 17013 (717) 243-6222 Attorney tor plaintiff SAlOIS, GUIDO, SHUn' & MASI-AND 2~ w. lII~h Sir"" Cusll.I"I'^ ., 9