ROBERTSHAW v. PUDLES et al

Filing 176

MEMORANDUM AND/OR OPINION ORDER. SIGNED BY HONORABLE THOMAS N. ONEILL, JR ON 8/5/2013. 8/5/2013 ENTERED AND COPIES E-MAILED (tomg, )

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
BARBARA ROBERTSHAW
v.
GARY PUDLES, et al.

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CIVIL ACTION
NO. 11-7353

ORDER
AND NOW this 5th day of August, 2013, following a bench trial and upon consideration
of the parties’ post-trial briefs (Dkt. Nos. 164, 165, 166 and 167) and oral argument, and
consistent with the accompanying findings of fact and conclusions of law, it is ORDERED that:
1) JUDGMENT is entered in favor of plaintiff Barbara Robertshaw and against
defendant Gary Pudles and Answernet with respect to Robertshaws request for
declaratory relief (identified as “Count VI” in the Amended Complaint but really the
seventh claim in the Amended Complaint) and I issue the following declarations:
a. the November 28, 2011 Special Meeting of the Shareholders of Answernet,
Inc., and all votes taken at that meeting are void;
b. the December 15, 2011 Annual Meeting of the Shareholders of Answernet,
Inc., and all votes taken at that meeting are void;
c. Cerida Investment Corp. does not possess the 12,704 shares of Answernet,
Inc., that Gary Pudles and Betty Babjak claimed Cerida received as a result of
an alleged assignment and exercise of the Waterside warrants;
d. Cerida Investment Corp. does not possess the 18,148.02 shares of Answernet,
Inc., that Gary Pudles and Betty Babjak claimed Cerida received as a result of
an alleged assignment and exercise of the Progress Capital warrants;

e. Cerida Investment Corp. does not possess the 27,493.3 shares of Answernet,
Inc., that Gary Pudles and Betty Babjak claimed Cerida received as a result of
an alleged assignment and exercise of the BF/PC warrants;
f. Gary Pudles does not possess the 3,959.3 shares of Answernet, Inc., that Gary
Pudles and Betty Babjak claimed Pudles received as a result of an alleged
assignment and exercise of the Michael Pudles warrants;
g. the total of shares of Answernet, Inc., held by Barbara Robertshaw and
Executel, Inc., constitute a majority of the issued and outstanding shares of the
company;
h. Barbara Robertshaw and Executel, Inc., may at any time call a Special
Meeting of the Shareholders in order to elect new corporate officers and to
take all other actions permitted by law and the By-Laws.
2) JUDGMENT is entered in favor of defendant Gary Pudles and against plaintiff
Barbara Robertshaw with respect to the breach of contract claim (identified as “Count
I” in the Amended Complaint).
3) JUDGMENT is entered in favor of defendant Gary Pudles and against plaintiff
Barbara Robertshaw with respect to the common law fraud claim (identified as
“Count IV” in the Amended Complaint) and the breach of fiduciary duty claim
(identified as “Count II” in the Amended Complaint).
4) JUDGMENT is entered in favor of defendant Betty Babjak and against plaintiff
Barbara Robertshaw with respect to the common law fraud claim (also identified as
“Count IV” in the Amended Complaint but really the fifth claim) and the breach of
fiduciary duty claim (identified as “Count III” in the Amended Complaint).

5) JUDGMENT is entered in favor of defendant Answernet and against plaintiff Barbara
Robertshaw with respect to the shareholder derivative claim (identified as “Count V”
in the Amended Complaint but really the eighth claim) and the claim asserting a
violation for the DGCL § 219 (also identified as “Count IV” in the Amended
Complaint but really the ninth claim).
6) JUDGMENT is entered in favor of plaintiff Barbara Robertshaw and against
defendant Gary Pudles with respect to Pudles’s abuse of process counterclaim.
It is FURTHER ORDERED that Defendants’ motions in limine to exclude certain
evidence (Dkt. Nos. 131, 133) are DENIED as moot.
It is FURTHER ORDERED that Plaintiff’s exhibit objections (Dkt. No. 158) are
1) to the extent that they raise objections to exhibits that were not introduced during the
trial are GRANTED;
2) to the extent that they raise objections of exhibit authenticity as to DX78-82 are
DENIED as untimely;
3) to the extent that Plaintiff objects to the authenticity of DX88, that exhibit was
authenticated at trial by Barbara Robertshaw, see Trial Tr. April 23, 2013 90:3-13
(Robertshaw), and so that request is DENIED.
It is FURTHER ORDERED that the Clerk of Court is directed to close this case statistically.

__/s/ Thomas N. O’Neill______
THOMAS N. O’NEILL, JR., J.