[Cite as InfoCision Mgt. Corp. v. Donor Car Center, Inc. , 2016-Ohio-789.]

STATE OF OHIO ) IN THE COURT OF APPEALS )ss: NINTH JUDICIAL DISTRICT COUNTY OF SUMMIT )

INFOCISION MANAGEMENT CORPORATION, CARL ALBRIGHT, AND AYANNA MILLS Appellants

v. DONOR CARE CENTER, INC., et al. Appellees C.A. No. 27034

APPEAL FROM JUDGMENT ENTERED IN THE COURT OF COMMON PLEAS COUNTY OF SUMMIT, OHIO CASE No. 2010-03-1587

DECISION AND JOURNAL ENTRY Dated: March 2, 2016



### OSOWIK, Judge. {¶1} This is an appeal from a judgment of the Summit County Court of Common Pleaswhich arose from appellants’ claims of misappropriation of trade secrets and breach of a nondisclosure agreement. For the reasons set forth below, the judgment of the trial court is affirmed. 

### {¶2} The undisputed facts relevant to the issu es raised on appeal are as follows. Appellant InfoCision Management Corporation (“InfoCision”) pr ovides telemarketing services to nonprofit organizations. InfoCision and Donor Care are competitors. Appellees Donor Care and Synergy Direct Marketing Solutions, LLC (“ Synergy”) are wholly-owned subsidiaries of appellee Ameridial Enterprises (“ Ameridial”). Donor Care work s with Synergy, a consulting firm that provides fundraising advice to nonprofit organizations. Donor Care and Synergy also share common executives and other employees, some of whom are former employees of InfoCision. Those include appellees Alexander St avarz, a former InfoCision employee who is2

president of both Donor Care and Synergy; Curtis Stern, Synergy’s vice-president, who formerly worked as InfoCision’s director of marketing, and Justin Henry, a Synergy account manager, formerly an InfoCision account representative. 

### {¶3} In March 2010, InfoCision filed suit against former employee Kevin Johnson, Synergy, Donor Care, Stavarz, Stern, Henry, Am eridial and Patricia Za chman (Ameridial’s vicepresident). InfoCision alleged in the trial cour t that Synergy and Donor Care decided in 2008 to compete for two of InfoCision’s nonprofit accounts —the American Center for Law and Justice (“ACLJ”) and the World Harvest Church. Th e record reflects that in early 2008, Synergy recruited InfoCision employee Kevin Johnson, w ho had experience with the ACLJ account, to become its director of strategic fundraising. After leaving InfoCision to join Synergy, Johnson focused primarily on Donor Care projects. 

### {¶4} InfoCision alleged that after Johnson move d to Synergy/Donor Care, he sought information on how his former employer was pe rforming on the World Harvest Church account from his friend Kevin Cooper, who was then working for InfoCision. Ultimately, Cooper provided Johnson with a “script” used by InfoCision solicitors on an appeals campaign, a daily “progress report” on the ACLJ campaign, a “seg ment report” containi ng information on donor demographics, and various statistics regarding InfoCision’s performance on an account for the

World Harvest Church. 

### {¶5} InfoCision eventually conducted an i nvestigation of Johnson’s and Cooper’s actions and confronted Cooper, who confessed and resigned. C ooper admitted that he divulged private, confidential and proprie tary information to Donor Ca re’s employee Kevin Johnson, at various times between June and August 2008. InfoCision alleged that Johnson had stolen proprietary information regarding the ACLJ an d World Harvest Church accounts, and that the3

other Synergy and Donor Care de fendants had either authorized him to do so or ratified the “theft” after the fact, using the information to gain a competitive advantage. 

### {¶6} In May 2010, Donor Care filed a countercl aim against InfoCision, Carl Albright (president and CEO of InfoCision) and Ayanna Mills (an InfoCision call center supervisor who had previously worked for Donor Care), alle ging unfair competition and misappropriation of trade secrets. Donor Care also brought a thir d-party complaint against Ayanna Mills and Carl Albright for unfair competition, misa ppropriation of trade secrets and breach of fiduciary duty. 

### {¶7} Synergy filed a counterclaim as well against InfoCision alleging unfair competition and tortious interference. The unfair competition and tortious interference

counterclaims were based on InfoCi sion’s filing of the lawsuit. 

### {¶8} After considering various motions for summary judgment, the trial court allowed InfoCision’s claims for misappropriation of trade secrets, tortious interference with contract and business relationship, and breach of nondisclosure agreement (alleged against Johnson only) to go to the jury. Further, the trial court granted summary judgment in favor of Ameridial and

Zachman. 

### {¶9} A two-week jury trial began on July 25, 2011. On August 5, 2011, the jury returned verdicts in favor of Donor Care and Sy nergy, essentially finding that Donor Care had not misappropriated InfoCi sion’s trade secrets. The jury found in InfoCision’s favor on its breach of nondisclosure agreement and tortious in terference claims against Kevin Johnson. The jury also found for Synergy and Donor care on th eir counterclaims for unfair competition and for Synergy against InfoCision and Albright on Synerg y’s counterclaim for tortious interference. 

### {¶10} Additionally, the jury awarded Donor Ca re and Synergy “all attorneys’ fees incurred.” Following a hearing to determine the amount of attorney fees, the trial court awarded4

Synergy $215,075.50 from InfoCision and Albright. The trial court aw arded Donor Care, Zachman and Ameridial (all repr esented by the same counsel) $149,292 in attorney fees from InfoCision and Mills pursuant to R.C. 1333.64, which allows such an award if a party brings a trade secret misappropriati on claim in bad faith. 

### {¶11} The trial court further awarded punitive damages to Synergy and Donor Care on their unfair competition counterclaims in an am ount equal to twice the attorney fees—$430,151 to Synergy and $298,584 to Donor Care, Ameridial and Zachman jointly. 

### {¶12} On August 22, 2011, InfoCision filed a Civ.R. 50(B) motion for judgment notwithstanding the verdict, or in the alternative, motion for a ne w trial, pursuant to Civ.R. 59. InfoCision moved for judgment notwithstanding the verdict (“JNOV”) on Donor Care’s claims for unfair competition, tortious interference with bu siness relations and breach of fiduciary duty.

InfoCision also moved for JNOV on its own cl aim for tortious interference with the nondisclosure agreements. By judgment entry filed November 22, 2011, the trial court found that InfoCision was not entitled to JNOV on any of the ve rdicts rendered by the jury. The trial court also found that there was substantial, compet ent evidence to support the jury’s verdict on Synergy’s claim for tortious interference with business relations, its verdict on Synergy’s and Donor Care’s unfair competition claims, and the verdict on InfoCision’s claim against Synergy

and Donor Care for tortious interferen ce with its non-disclosure agreement. 

### {¶13} On August 3, 2012, InfoCision again move d for judgment notwithstanding the verdict on Donor Care’s and Synergy’s countercla ims or, in the alternative, for remittitur of the court’s punitive damage awards. It argued, inter a lia, that the counterclaims failed as a matter of law because InfoCision’s lawsuit was objectivel y reasonable and because Donor Care and Synergy had presented no evidence of damages with the exception of their attorney fees. On5

August 16, 2012, Donor Care filed a brief in oppos ition in which it argued that the motion for JNOV, remittitur and new trial was un timely and that InfoCision’s recent filings were frivolous. On January 7, 2013, the trial cour t denied InfoCision’s motion. 

### {¶14} Because several abandoned claims remain ed of record on the docket, and to render the trial court’s judgment final, on July 8, 2013, the trial c ourt entered its final judgment entry, confirming and memorializing its previous rulings on attorney fees, punitive damages, and

sanctions in favor of the Donor Care defendants a nd resolving all claims. 

### {¶15} Appellants timely appealed, setting forth the following assignments of error: I. The trial court erred in deny ing JNOV on Donor Care and Synergy’s counterclaims. II. The trial court’s punitive-damage awards were not supported by law or fact and violated due process. III. The trial court erred by awarding attorney’s fees to Donor Care and Synergy under R.C. 1333.64. IV. The trial court erred by awarding attorney’s fees to the Donor Care defendants under R.C. 2323.51. V. A new trial is required on InfoCision’s tortious interference claims because the court failed to instruct the jury on ratification. 

### {¶16} In support of their first assignment of er ror, appellants assert that a JNOV as to Synergy’s counterclaims was required because the tr ial court’s holdings, th e jury verdict and the

facts all showed that InfoCision’s lawsuit was objectively reasonable, and because Donor Care and Synergy presented no evidence of compensatory damages. 

### {¶17} In order to rule on this claimed error, we must examine the procedural history of this matter beginning with the jury’s verdicts. Th e jury returned verdicts in favor of Donor Care and the other defendants on August 5, 2011, and the trial court entered j udgment on each verdict on August 11, 2011. On August 22, 2011, InfoCision moved for JNOV and/or new trial6

(“JNOV-1”). In support, InfoCision argued th at the defendants did not prove any actual damages, which barred their counterclaims; the fi nding regarding the tortious interference claim was flawed; defendants’ counterclaim for unfair competition was improper because the tort could not be based upon the filing of a lawsuit with probable cause, and Kevin Johnson’s tortious conduct must be imputed to his employers. 

### {¶18} All parties fully briefed the first JNOV mo tion and the trial court denied it in its entirety on November 22, 2011, finding that substa ntial, competent evidence existed to support each of the jury’s findings. 

### {¶19} After entry of judgment on the verdicts , defendants-appellees moved on August 30, 2011, to have their attorney fees and punitive damages determined by the trial court in accordance with the jury’s verdicts. On Augu st 30, 2011, Patricia Zachman and Ameridial also moved for sanctions against InfoCision pursuant to R.C. 2323.51, asserting that InfoCision held them as party defendants despite the lack of any evidence against them. 

### {¶20} The issues were extensively briefed by both parties and an evidentiary hearing was held on February 23, 2012. On March 21, 2012, InfoCision filed another brief—a “PostHearing Reply”—regarding punitive damages and other legal issues that were raised at the evidentiary hearing. InfoCision argued that there was no competent proof of “actual malice” required for an award of punitive damages. 

### {¶21} On May 16, 2012, the trial court awarded a ttorney fees and punitive damages to Donor Care and the other defendants by way of a comprehensive judgment entry addressing the evidence and arguments presented in support of a ttorney fees and punitive damages. The trial court stated: “The jury awarded attorney fees as compensatory damages. The Court is not going to re-litigate the facts.”7



### {¶22} On May 22, 2012, InfoCision moved for reduction of the award of attorney fees and punitive damages due to the accidental inclusion of expert fees in the awards to Donor Care. Donor Care acknowledged the error and consente d to the reduction, whereupon a nunc pro tunc was entered on July 20, 2012. 

### {¶23} On August 3, 2012, InfoCision, through new counsel, filed a second motion for new trial, remittitur and J NOV (“JNOV-2”). The motion set fort h several arguments, including: defendants did not prove any actual damages, wh ich barred their coun terclaims; defendants’ counterclaim for unfair competition was improper because the tort cannot be based upon the filing of a lawsuit with probable cause; the trial court failed to apply the appropriate factors in awarding punitive damages; the punitive damages aw arded were excessive and should be subject to remittitur; the punitive damages were improper because only “legal” and not “actual” malice was proven; the sanctions to Ameridial and Zachman were improper because InfoCision had probable cause to pursue its claims against them , and a new trial was re quired on the tortious interference claims because no jury inst ruction on “ratifica tion” was given. 

### {¶24} In its January 7, 2013 judgment entry, th e trial court stated that it had already addressed, in its November 22, 2011 judgment entry, the issues presented in InfoCision, Albright and Mill’s second motion for JNOV, remittitur and ne w trial. The court further stated: Prior to issuing its November 22, 2011 Judgment Entry, the Court fully considered the facts of this matter, the parties’ arguments, and applicable law. While InfoCision has asked the court to consider the Sixth District’s recent ruling in Leadscope, this ruling does not change the Court’s analysis and holding. Considering that the Court already issued a ruling, InfoCision, Albright and Mills’ August 3, 2012 Motion is essentially a motion for reconsideration and/or an attempted appeal. 

### {¶25} Appellants’ first assignment of error is not well-taken for several reasons as set forth by the trial court. First, as is evid ent from the facts summarized above, the motion was8

untimely. Both Civ.R. 50(A) and 59 require that such a motion be filed within 14 days of the entry of judgment. However, InfoCision’s J NOV-2 was not filed until almost one year after judgment was entered on the verdicts, over ni ne months after JNOV-1 was denied, over five months after the trial court ruled on the post-trial motions and ordered an evidentiary hearing, and over 11 weeks after the trial court addressed the remaining issues concerning attorney fees and punitive damages. 

### {¶26} There was no entry of judgment under Civ.R. 50(B) or 59 within 14 days of

InfoCision’s second JNOV motion that would have permitted the motion to be considered by the trial court. The proper time to move for JNOV or a new trial was within 14 days of the trial court’s entry of judgment upon the jury verd ict of August 9, 2010, which InfoCision did in JNOV-1. The trial court rejected the arguments a nd denied the motion afte r full consideration of

the merits. 

### {¶27} Additionally, InfoCision’s JNOV-2 is improper pursuant to Civ.R. 50(B) because the judgment entry as to the final amount of compensatory and punitive damages was issued by the trial court, not a jury. Civ.R. 50(B) “gov erns motions for judgment notwithstanding the verdict; however, as the term ‘verdict’ implies, it only applies to cases tried by jury.” Freeman

v. Wilkinson , 65 Ohio St.3d 307, 309, 603 N.E.2d 993, 995 (1992). The “verdict” in favor of appellees was rendered as a final judgment on Au gust 9, 2011; an objection to the trial court’s May 16, 2012 judgment entry pursuant to Civ.R. 50(B) is not applicable since the entry was not a

“verdict.” Id . at 309. 

### {¶28} As to the attorney fees and punitive damages, InfoCision should have filed JNOV-2 within 14 days of the May 16, 2012 judgment. InfoCision did not do that, choosing

instead to move for a minor remittitur on the aw ard to Donor Care (to which Donor Care9

consented). Then, with new couns el, InfoCision began to reargue issues that had already been fully briefed and argued by the parties and rule d on by the trial court. At the time JNOV-2 was filed, the trial court had already ruled that Synergy and Donor Care had proven a right to compensatory damages. 

### {¶29} The trial court’s dismissal of InfoCisi on’s JNOV-2 was proper as the motion was duplicative and untimely, as set fort h above. Accordingly, appellants’ first assignment of error is

not well-taken. 

### {¶30} Appellants’ second, third a nd fourth assignments of error will be considered together as they are interrelated. 

### {¶31} In its second assignment of error, InfoCisi on asserts that the trial court abused its discretion in awarding punitive damages. InfoCision argues that the punitive damage awards were not supported by law or fact and violated due process. Appellants’ third and fourth assignments of error challenge th e trial court’s awards of atto rney fees to Donor Care and Synergy under R.C. 1333.64 and to Donor Care under R.C. 2323.51. 

### {¶32} We will first consider the issue of attorney fees challenged in assignments of error Nos. 3 and 4, since it was those awards, ordered as compensatory damages, which then became the basis for the punitive damages challenged in assignment of error No. 2. 

### {¶33} R.C. 1333.63(A) allows a party to recover damages for the misappropriation of its trade secrets. R.C. 1333.63(B) provides that if “willful and malicious misappropriation exists, the court may award punitive or exemplary damages in an amount not exceeding three times any award made under division (A) of this section.” R.C. 1333.64 provides, in relevant part, that “the court may award reasonable attorney’s fees to the prevailing party, if * * * (C) willful and malicious misappropriation exists.” In light of the “may award” language used in R.C.10

1333.64(C), the decision whether to award punitive damages or attorney fees under those provisions rests within the trial court’s discretion, and its decision will not be reversed on appeal

absent an abuse thereof. Becker Equip., Inc. v. Flynn , 12th Dist. Butler No. CA2002-12-313, 2004-Ohio-1190, ¶ 11. 

### {¶34} As to R.C. 1333.64, the record reflects that the trial court had a reasonable basis to award attorney fees to Donor Care and Synergy under the statut e. The jury found in favor of Donor Care and Synergy on InfoCi sion’s misappropriation claim. In so doing, and as evidenced by the instructions to the jury, the jury necessa rily found that InfoCision had brought its claims maliciously and without good faith for the purpose of harassing and injuring both Synergy and Donor Care. The jury was instructed as follows: InfoCision [has] engaged in malicious acts by way of instituting this litigation against Defendants where: (1) The action was not founded in good faith; and (2) The action was instituted for the purpose of harassing and injuring the aggrieved party; and (3) The aggrieved party was Plaintiff’s competitor. 

### {¶35} With the above instruction, the jury f ound in favor of Donor Care on its unfair competition claim. Given the jury’s findings, the trial court did not abuse its discretion in awarding attorney fees. The record includes te stimony that Carl Albright admitted that none of the information or documents provided by Cooper to Johnson constituted trade secrets; InfoCision had not lost any business or suffered lost profits as a result of Cooper’s actions; Albright’s source of information (Mills) was a liar and fraudster rewarded for providing

information and confidential D onor Care documents with an InfoCision job, benefits and privileges, despite InfoCision’s earlier policy barring Mills from being re-hired; and Albright wanted to crush Donor Care and put it out of business by running up legal fees.11



### {¶36} That testimony, combined with the jury’s findings that InfoCision lacked good faith and probable cause, is sufficient to support the statutory award of attorney fees to Donor

Care. 

### {¶37} Further, as to the award of attorney fees to Synergy pursuant to R.C. 1333.64, based on the jury’s findings in favor of Synergy on its unfair competition and misappropriation claims following the instructions as cited above, the tr ial court was well with in its discretion to award attorney fees under this statute. 

### {¶38} InfoCision, in its fourth assignment of e rror, also asserts that the trial court improperly awarded attorney fees to Donor Care under R.C. 2323.51, which provides for an award of attorney fees to “any party adversely affected by frivolous conduct.” 

### {¶39} The record reflects that InfoCision never came forward with credible evidence of misappropriation of trade secrets by Zachman or Ameridial. Although the legal expenses

incurred were reflected in the bills submitted at the February 21, 2012 hearing, InfoCision’s

conduct was nonetheless sanc tionable. And since the legal f ees were already considered and properly awarded to Donor Care pursuant to R.C. 1333.64 as discussed above, any argument further challenging the award under R.C. 2323.51 is w ithout merit. Appellant s’ third and fourth assignments of error are not well-taken. 

### {¶40} In their second assignment of error, a ppellants challenge the trial court’s punitive damage awards. A decision to award punitive damages is subject to an abuse of discretion

standard of review. Kemp v. Kemp , 161 Ohio App.3d 671, 2005-Ohio-3120, 831 N.E.2d 1038 (5th Dist.). The term abuse of discretion infers more than an error of law or judgment; it implies that the trial court’s attitude was unreasonable, arbitrary or unconscionable. Blakemore v.

Blakemore , 5 Ohio St.3d 217, 219, 450 N.E.2d 1140 (1983).12



### {¶41} “An award of punitive damages, under Ohio law, is warranted in a tort case upon a finding of actual malice, fraud, oppression, or insult on the part of the defendant.” Berge v.

Columbus Comm. Cable Access , 136 Ohio App.3d 281, 316, 736 N.E.2d 517 (10th Dist.1999). The following guideposts are to be considered when awarding punitive damages: “the reprehensibility of the tortfeasor’s conduct, the ration of punitive dama ges to compensatory damages, and the civil penalties authorized in comparable cases.” Id. 

### {¶42} The record reflects that the trial court’s opinion in support of the award of punitive damages, included in its May 16, 2013 judgment entry, was based on extensive postverdict motions and briefing, a hearing on attorney fees and ot her damages, and pre- and posthearing briefing. The trial court’s judgment entry reflects that it considered all arguments presented by the parties and cited the proper standard in assessing the punitive damages. Further, the parties agreed, as reflected in th e judgment entries of November 22, 2011 and May 16, 2012, that the trial court woul d make the determination of attorney fees and punitive damages if warranted by the jury’s verdict. In this case, the jury determined that InfoCision

acted in bad faith with an intent to harass and injure Synergy and Donor Care. The jury found that InfoCision engaged in malicious acts by filing the lawsuit, that the lawsuit was not brought in good faith, that the lawsuit was brought for the purpose of harassing and injuring, and that InfoCision did not have probable cause to bring th e action. Accordingly, the trial court properly found that punitive damages should be awarded and a ppellants’ second assignment of error is not

well-taken. 

### {¶43} In their fifth assignment of error, appellants assert that the trial court abused its discretion by failing to instruct the jury on ratification, thereby warranting a new trial. Generally, requested jury instructions should be given if they are a correct statement of the law13

as applied to the facts of the case. Murphy v. Carrollton Mfg. Co ., 61 Ohio St.3d 585, 575 N.E.2d 828 (1991). “[A] court’s instruction to the jury should be addressed to the actual issues in the case as posited by the evidence and the pleadings.” State v. Guster , 66 Ohio St.2d 266, 271, 421 N.E.2d 157 (1981). Further, a determination as to jury instructions is a matter left to

the sound discretion of the trial court. Id

. 

### {¶44} Civ.R. 51(A) requires that proposed jury in structions be submitted “at the close of evidence or at such earlier time during the trial as the court reasonably directs.” The purpose of this requirement is to allow sufficient time for the court and opposing counsel to “fairly examine and pass upon them.” Morgan v. Sheppard , 188 N.E.2d 808, 816 (8th Dist.1963). 

### {¶45} The record reflects that in its March 31, 2011 case management order, the trial court set an “earlier time” for the submission of written jury instructions and instructed they be filed and exchanged on or before July 13, 2011: “[T]he Court hereby Orders as follows...A JURY TRIAL has been scheduled for July 25, 2011 at 9:00 a.m. Any motions in limine, jury instructions, and witness/exhibit lists shall be field with the Court and exchanged between the parties on or before the Final Pr etrial scheduled for July 13, 2011.” 

### {¶46} InfoCision filed its proposed jury instructions on July 13, 2011, requesting instruction pursuant to five sections of the sta ndard Ohio Jury Instructions. InfoCision did not request or reserve the right to amend or add inst ructions. The record further reflects that during opening statements, counsel for InfoCision suggest ed that Synergy may have ratified the conduct of its employee Kevin Johnson. Other than that , the record shows no further discussion of agency ratification by InfoCision. 

### {¶47} On July 29, 2011, the trial court provided the parties with a draft of the jury

instructions. An instruction on ratification wa s not included. On August 1, 2011, when the14

parties and the trial court began di scussions regarding the draft jury instructions, InfoCision did not express a desire for a ratification charge. However, the following day InfoCision filed a modified proposed jury instruction on the issue of ratification. The next day, during final discussions on the instructions, InfoCision noted an objection to the lack of a ratification instruction without elaborating; the issue was not discussed. 

### {¶48} Upon review of the record with regard to the issue of ratification, we find that InfoCision failed to comply with the trial court’s instruction to file and exchange written proposed jury instructions on or before July 13, 2011. InfoCision filed an untimely instruction based upon an issue it had not pres ented at trial. A possible in struction on ratification was not discussed prior to InfoCision’s statement that it objected to the lack of same on the next to last day of trial. As stated above, the only men tion of the issue of ratification occurred during opening statements when InfoCision’s counsel suggested that Synergy may have ratified the conduct of its employees. 

### {¶49} Based on the foregoing, we find that the trial court’s decision to not include a jury

instruction on ratification was not unreasonable, arbitrary or unc onscionable and, therefore, was not an abuse of discretion. Accordingly, appellant s’ fifth assignment of error is not well-taken. 

### {¶50} Upon the consideration of the foregoin g, the judgment of the Summit County

Court of Common Pleas is affirmed. Costs of th is appeal are assessed to appellants pursuant to App.R. 24. Judgment affirmed.

There were reasonable grounds for this appeal.15

We order that a special mandate issue out of this Court, directing the Court of Common Pleas, County of Summit, State of Ohio, to carry this judgment into execution. A certified copy of this journal entry shall constitute the manda te, pursuant to App.R. 27. Immediately upon the filing hereof, this docum ent shall constitute the journal entry of judgment, and it shall be file stamped by the Clerk of the Court of Appeals at which time the period for review shall begin to run. App.R. 22 (C). The Clerk of the Court of Appeals is instructed to mail a notice of entry of this judgment to the parties and to make a notation of the mailing in the docket, pursuant to App.R. 30. Costs taxed to Appellants.

THOMAS J. OSOWIK FOR THE COURT

SINGER, J. YARBROUGH, J. CONCUR. (Judges Arlene Singer, Thomas J. Osowik, and Stephen A. Yarbrough, Sixth District Court of Appeals, sitting by assignment of the Chief Justice of the Supreme Court of Ohio.)

APPEARANCES: THOMAS D. WARREN and G. KARL FANTER, Attorneys at Law, for Appellants. JOHN J. RAMBACHER, STEPHEN P. GRIFFIN and MICHAEL J. KAHLENBERG, Attorneys at Law, for Appellees. JAMES M. MCHUGH, Attorney at Law, for Appellees.