case 17-22222-jad doc 249 filed 08/21/17 entered … · exhibit praecipe for writ of summons page 4...

Case 17-22222-JAD Doc 249 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Main Document of 6

IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY PENNSYLVANIA

YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc.,

Plaintiff, v. JAMES A. SHEEHAN, THOMAS BLAKE STANTON, JONATHAN GLANCE and THOMAS P. TIMBUR, each individually and as Officers and/or Member of the Boards of Directors of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc.,

Defendants.

Civil Division Code: PRAECIPE FOR WRIT OF SUMMONS Filed on behalf of: Yvonne L. Rose, Plaintiff Counsel of Record for this Party: Thomas J. Michael Sr. PA ID No. 30768 The Commerce Law Group LLC P.O. Box 56 Sewickley, PA 15143 Telephone: (412) 923-3985 Fax: 717-238-7158 E-mail: [email protected]

Case 17-22222-JAD Doc 249-1 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Praecipe for Writ of Summons Page 1 of 4

IN THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA YVONNE L. ROSE, individually and as a Member and Director of the Pittsburgh Athletic Association, Inc., and the Pittsburgh Athletic Association Land Company, Inc.,


Defendants.

) ) ) ) ) ) No, ) ) ) ) ) ) ) ) ) ) ) )

NOTICE TO DEFEND

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 attorney and filing in writing with the court your 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER.

IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO )PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.

Lawyer Referral Service Allegheny County Bar Association

11th Floor Koppers Building 436 Seventh Avenue Pittsburgh, PA 15219

Telephone: (412) 261-5555


/s/ Thomas J. Michael Sr. Thomas J. Michael, Sr., Attorney for Yvonne L. Rose, Plaintiff The Commerce Law Group, LLC

PO Box 56 Sewickley, PA 1543 Telephone: 412-923-3985 Fax: 717-238-7158 E-mail: [email protected]




Defendants.

) ) ) ) ) ) No, ) ) ) ) ) ) ) ) ) ) ) )

PRAECIPE FOR WRIT OF SUMMONS

To: Director, Allegheny County Department of Court Records, Civil/Family Division

Dear Sir:

Kindly issue a Writ of Summons in the above captioned and numbered matter.

THE COMMERCE LAW GROUP, LLC BY: /s/ Thomas J. Michael Sr. Thomas J. Michael, Sr., Attorney for Yvonne L. Rose, Plaintiff The Commerce Law Group, LLC



Case 17-22222-JAD Doc 249-2 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 1 of 23

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF PENNSYLVANIA

YVONNE L. ROSE,

Plaintiff,

v.

JAMES A. SHEEHAN, THOMAS BLAKE

STANTON, JONATHAN GLANCE and

THOMAS P. TRIMBUR,

Defendants.

Case No.

Chapter 11

Bankruptcy Lead Case No. 17-22222-JAD

(Jointly Administered)

Removed from:

Court of Common Pleas of Allegheny County

Case No. GD-17-008174

NOTICE OF REMOVAL

PLEASE TAKE NOTICE that, pursuant to 28 U.S.C. §§ 1334, 1446, 1452, and Rule

9027 of the Federal Rules of Bankruptcy Procedure, Defendant Pittsburgh Athletic Association

and the Pittsburgh Athletic Association Land Company (the “Debtors”) timely remove1 this

action entitled Yvonne L. Rose v. James A. Sheehan, Thomas Blake Stanton, Jonathan Glance

and Thomas P. Trimbur from the Court of Common Pleas of Allegheny County, Pennsylvania,

to the United States Bankruptcy Court for the Western District of Pennsylvania. This Court has

original jurisdiction under 28 U.S.C. §§ 1334 and 1441 et seq. In support of removal, the

Debtors further state as follows:

1. Yvonne L. Rose, James A. Sheehan, Thomas Blake Stanton, Jonathan Glance and

Thomas P. Trimbur are officers and/or directors of the Pittsburgh Athletic Association (the

“PAA”) and the Pittsburgh Athletic Association Land Company (the “PAA-LC”). The PAA-LC

is a wholly owned subsidiary of the PAA.

1 By removing this action to this Court, the Debtors do not waive any defenses, objections, or motions available

under state or federal law. The Debtors expressly reserve the right to move for dismissal of some or all of Plaintiff’s

claims.

Case 2:05-mc-02025 Document 716 Filed 06/13/17 Page 1 of 5Case 17-22222-JAD Doc 249-2 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 4 of 23

2 BANK_FIN:563314-1 032279-179893

2. The Debtors filed their voluntary chapter 11 bankruptcy petitions on May 30,

2017. The Debtors’ bankruptcy cases are being jointly administered in the United States

Bankruptcy Court for the Western District of Pennsylvania, Lead Case No. 17-22222-JAD.

3. On June 1, 2017, Plaintiff Yvonne L. Rose (the “Plaintiff”) filed a Praecipe for

Writ of Summons (the “Writ”) against James A. Sheehan, Thomas Blake Stanton, Jonathan

Glance and Thomas P. Timbur (the “Defendants”) in their capacity as directors of the Pittsburgh

Athletic Association in the Court of Common Pleas of Allegheny County, Pennsylvania, entitled

Yvonne L. Rose, individually and as a Member and Director of the Pittsburgh Athletic

Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc. v. James A.

Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas P. Timbur, each individually and

as Officers and/or Members of the Boards of Directors of the Pittsburgh Athletic Association,

Inc. and the Pittsburgh Athletic Association Land Company, Inc., at Case No. 17-008174. See

Exhibit “A”.

4. At this juncture, the Debtors are unable to discern the exact basis for the

Plaintiff’s issuance of the Writ; however, upon information and belief the Plaintiff takes issue

with the operation of the Debtors prior to their bankruptcy filings and the propriety of those

filings generally.

5. Due to the scope of the claims which the Plaintiff is expected to raise in her

action, it is imperative that this matter proceed before the Bankruptcy Court, as soon as possible,

as any anticipated cause of action may impair the Debtors’ ability to effectively operate post-

petition and may trigger claims against the Debtors’ bankruptcy estates thereby implicating

assets of these estates.


3 BANK_FIN:563314-1 032279-179893

6. This Court has original jurisdiction over this matter under 28 U.S.C. §1334(b) and

the Debtors may remove this action to this Court pursuant to 28 U.S.C. §1452(a) because

Plaintiff’s Complaint is “related to” a case under Title 11, namely the Debtors’ chapter 11 cases.

7. The Court of Common Pleas of Allegheny County, Pennsylvania, is located

within the Western District of Pennsylvania (see 28 U.S.C. § 118(c)) and venue for this action is

proper in this Court under 28 U.S.C. § 1441(a) because the United States Bankruptcy Court for

the Western District of Pennsylvania is the “district and division embracing the place where such

action is pending.”

8. Removal is made to this Court who may refer to the Bankruptcy Court under 28

U.S.C. § 157(a).

9. Pursuant to 28 U.S.C. § 1446(a), a copy of all process, pleadings and orders in the

state court file are attached as Exhibit “A”. No further proceedings have been had therein, and

no party has filed a response to the Writ.

10. The Debtors first received a copy of the Writ on June 13, 2017. Removal is

within thirty days and is therefore timely pursuant to 28 U.S.C. § 1446(b).

11. Immediately following the filing of this Notice of Removal, the Debtors will

provide written notice of the filing to Plaintiff’s counsel and the Court of Common Pleas of

Allegheny County, Pennsylvania, as required by 28 U.S.C. § 1446(d). A true and correct copy of

the Notification of Removal to Federal Court is attached hereto as Exhibit “B”.

12. Pursuant to Rule 9027(a)(1) of the Federal Rules of Bankruptcy Procedure, the

Debtors state that this proceeding is core and arises under 28 U.S.C. § 157(b)(2).

WHEREFORE, the Pittsburgh Athletic Association and the Pittsburgh Athletic

Association Land Company remove this civil action, Case No. 17-008174 from the Court of


4 BANK_FIN:563314-1 032279-179893

Common Pleas of Allegheny County to this Court pursuant to 28 U.S.C. §§ 1334, 1446, and

1452, and respectfully requests such other and further relief as the Court deems just and proper.

Respectfully submitted,

DATED: June 13, 2017 /s/ Jordan S. Blask Jordan S. Blask, Esquire PA ID No. 308511 Jeremiah J. Vandermark, Esquire PA ID No. 317230 1500 One PPG Place Pittsburgh, PA 15222 Phone: 412-566-1212 [email protected] [email protected] Counsel for the Debtors


CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing Notice of Removal was

served upon the following this 13th

day of June, 2017, by electronic mail (email) as well as

United States first class mail, postage prepaid:

Thomas J. Michael, Sr., Esquire

The Commerce Law Group, LLC

P.O. Box 56

Sewickley, PA 15143

[email protected]

DATED: June 13, 2017 /s/ Jordan S. Blask

Jordan S. Blask, Esquire PA ID No. 308511 Jeremiah J. Vandermark, Esquire PA ID No. 317230 1500 One PPG Place Pittsburgh, PA 15222 Phone: 412-566-1212 [email protected] [email protected] Counsel for the Debtors


CIVIL COVER SHEET

(SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

I. (a) PLAINTIFFS DEFENDANTS

(b)(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

(c) (Firm Name, Address, and Telephone Number) (If Known)

II. BASIS OF JURISDICTION (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff(For Diversity Cases Only) and One Box for Defendant)

PTF DEF PTF DEF(U.S. Government Not a Party) or

and(Indicate Citizenship of Parties in Item III)

IV. NATURE OF SUIT (Place an “X” in One Box Only)CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

PERSONAL INJURY PERSONAL INJURY

PROPERTY RIGHTS

LABOR SOCIAL SECURITY PERSONAL PROPERTY

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS FEDERAL TAX SUITSHabeas Corpus:

IMMIGRATIONOther:

V. ORIGIN (Place an “X” in One Box Only)

(specify)

VI. CAUSE OF ACTION(Do not cite jurisdictional statutes unless diversity)

VII. REQUESTED IN COMPLAINT:

CLASS ACTION DEMAND $JURY DEMAND:

VIII. RELATED CASE(S) IF ANY (See instructions):

FOR OFFICE USE ONLY

Yvonne L. Rose

Allegheny County, PA

Thomas J. Michael Sr., Esquire, The Commerce Law Group, LLC,P.O. Box 56, Sewickley, PA 15143(412) 923-3985

James A. Sheehan, Thomas Blake Stanton, Jonathan Glance andThomas P. Timbur

Allegheny County, PA

Jordan S. Blask, Esquire, Tucker Arensberg, P.C.1500 One PPG Place, Pittsburgh, PA 15222(412) 566-1212

11 U.S.C. Section 101 et seq.

Praecipe for Writ of Summons - Removal to Bankruptcy Court

Jeffery A. Deller 17-22222-JAD

06/13/2017 /s/ Jordan S. Blask

Case 2:05-mc-02025 Document 716-1 Filed 06/13/17 Page 1 of 2Case 17-22222-JAD Doc 249-2 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Removal Page 9 of 23

JS 44AREVISED June, 2009IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA

THIS CASE DESIGNATION SHEET MUST BE COMPLETED

PART A

This case belongs on the ( Erie Johnstown Pittsburgh) calendar.

1. ERIE CALENDAR - If cause of action arose in the counties of Crawford, Elk, Erie,Forest, McKean. Venang or Warren, OR any plaintiff or defendant resides in one of said counties.

2. JOHNSTOWN CALENDAR - If cause of action arose in the counties of Bedford, Blair,Cambria, Clearfield or Somerset OR any plaintiff or defendant resides in one of said counties.

3. Complete if on ERIE CALENDAR: I certify that the cause of action arose inCounty and that the resides in County.

4. Complete if on JOHNSTOWN CALENDAR: I certify that the cause of action arose inCounty and that the resides in County.

PART B (You are to check ONE of the following)

1. This case is related to Number . Short Caption .2. This case is not related to a pending or terminated case.

DEFINlTIONS OF RELATED CASES:CIVIL: Civil cases are deemed related when a case filed relates to property included in another suit or involves the same issues of fact or it grows out of the same transactions as another suit or involves the validity or infringement of a patent involved in another suit EMINENT DOMAIN: Cases in contiguous closely located groups and in common ownership groups which will lend themselves to consolidation for trial shall be deemed related.HABEAS CORPUS & CIVIL RIGHTS: All habeas corpus petitions filed by the same individual shall be deemed related. All pro se Civil Rights actions by the same individual shall be deemed related.

PARTCI. CIVIL CATEGORY ( applicable category).

1. Antitrust and Securities Act Cases2. Labor-Management Relations3. Habeas corpus4. Civil Rights5. Patent, Copyright, and Trademark6. Eminent Domain7. All other federal question cases8. All personal and property damage tort cases, including maritime, FELA,

Jones Act, Motor vehicle, products liability, assault, defamation, malicious prosecution, and false arrest

9. Insurance indemnity, contract and other diversity cases. 10. Government Collection Cases (shall include HEW Student Loans (Education),

V A 0verpayment, Overpayment of Social Security, Enlistment Overpayment (Army, Navy, etc.), HUD Loans, GAO Loans (Misc. Types), Mortgage Foreclosures, SBA Loans, Civil Penalties and Coal Mine Penalty and Reclamation Fees.)

I certify that to the best of my knowledge the entries on this Case Designation Sheet are true and correct

Date:

ATTORNEY AT LAW

NOTE: ALL SECTIONS OF BOTH FORMS MUST BE COMPLETED BEFORE CASE CAN BE PROCESSED.

17-bk-22222 In re: Pittsburgh Athletic Association

6/13/2017/s/ Jordan S. Blask


Exhibit “A”





Defendants.





Defendants.

) ) ) ) ) ) No, ) ) ) ) ) ) ) ) ) ) ) )

NOTICE TO DEFEND






Telephone: (412) 261-5555




Defendants.

) ) ) ) ) ) No, ) ) ) ) ) ) ) ) ) ) ) )



Dear Sir:





6/13/2017 Sheriff Return

https://dcr.alleghenycounty.us/Civil/Reports/SheriffReturn.aspx?CaseID=GD17008174&Seq=3 1/1

Sheriff Return

Case No: GD-17-008174

Casie Description: Rose vs Sheehan etal

Defendant: Thomas Blake Stanton

Service Address: 5550 Dunmoyle Avenue Pittsburgh, PA 17217 Allegheny

Writ Description: Writ of Summons

Issue Date: 6/1/2017 3:52:19 PM

Service Status: Served - Defendant(s) Personally Served

Served Upon: n/a

Served By: APEARL

Served On: 6/13/2017 12:00:00 AM 1500

Service Method: Personal

Rose vs Sheehan etal


6/13/2017 Sheriff Return

https://dcr.alleghenycounty.us/Civil/Reports/SheriffReturn.aspx?CaseID=GD17008174&Seq=2 1/1

Sheriff Return

Case No: GD-17-008174

Casie Description:

Defendant:

Service Address:

Writ Description:

Issue Date:

Service Status:

Served Upon:

Served By:

Served On:

Service Method:


6/13/2017 Search Page

https://dcr.alleghenycounty.us/Civil/CaseSearchByCaseNumber.aspx 1/2

Parties

--Litigants--

--Attorney--

--Non Litigants--

Docket Entries

GD-17-008174Rose vs Sheehan etal

Filing Date:06/01/2017

Filing Time:03:52:19

Related Cases:

Consolidated Cases:

Judge:

Amount In Dispute:$ 0

Case Type:Other Tort

Court Type:General Docket

Current Status:Sheriff Return

Jury Requested:No

− Count : 6

Search

Showing 1 to 5 of 5 rows

LName FName MI Type Address Initial Service Completion Attorney

Sheehan James A. Defendant 406 Bucknell Street Pittsburgh PA 15208 -- --

Trimbur Thomas P. Defendant $016 Brookshire Court Murraysville, PA 15668 -- --

Rose Yvonne L Plaintiff 4215 Fifth Avenue Pittsburgh PA 15213 -- Thomas J. Michael

Glance Jonathan Defendant 94 Pilgrim Road Carnegie PA 15106 -- --

Stanton Thomas Blake Defendant 5550 Dunmoyle Avenue Pittsburgh PA 15217 13-JUN-171500 --

Search


LName FName MI Type Address Phone

Michael Thomas J. Plaintiff's Attorney Commerce Law Group P.O. Box 56 Sewickley PA 15143 --

Search

LName FName MI Type Address Phone

No matching records found

− Count : 3

Search


6/13/2017 Search Page

https://dcr.alleghenycounty.us/Civil/CaseSearchByCaseNumber.aspx 2/2

Event Schedule

Services


Filing Date Docket Type Docket Text Filing Party Document

6/13/2017 Sheriff Return n/a was served with Writ of Summons on 06/13/2017 by Served - Defendant(s) Personally

Served.

Yvonne Rose L Sheriff Return

6/13/2017 Sheriff Return n/a was served with Writ of Summons on 06/13/2017 by Served - Defendant(s) Personally

Served.

Yvonne Rose L Sheriff Return

6/1/2017 Praecipe for Writ of

Summons

Yvonne Rose L Document 1

− Count : 0

Search

Event Scheduled Event Date & Time Room Number Judge/Hearing Of cer

No matching records found

− Count : 1

Search


Desc Name Service Address

Person

Served

Served

By Service Date Service Time Status

Praecipe for Writ of

Summons

Thomas Blake

Stanton

5550 Dunmoyle Avenue Pittsburgh, PA

17217 Pittsburgh

n/a APEARL 6/13/2017

12:00:00 AM

1500 Served -

Defendant(s)

Personally Served


Exhibit “B”


Case 17-22222-JAD Doc 249-3 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Rule to File Complaint Page 1 of 3

Case 17-22222-JAD Doc 249-4 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Notice of Service of Rule Page 1 of 3

UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF PENNSYLVANIA

In re:

PITTSBURGH ATHLETIC ASSOCIATION, et

al. 1,

Debtors.

Jointly Administered at:

Bankruptcy No. 17-22222-JAD

Bankruptcy Nos:

17-22222-JAD, and

17-22223-JAD

Chapter 11

PITTSBURGH ATHLETIC ASSOCIATION, et

al.,

Plaintiffs,

v.

YVONNE L. ROSE,

Defendant.

Adv Proc No. 17-

COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF

The Pittsburgh Athletic Association (“PAA”) and the Pittsburgh Athletic Association Land

Company (“PAA-LC”), together with the PAA, the “Debtors”) file this Complaint (the “Complaint”)

pursuant to 11 U.S.C. §§ 105(a) and 362(a), Fed.R.Civ.P. 65, and Fed.R.Bankr.P. 7001 and 7065 seeking

declaratory and injunctive relief and an extension of the automatic stay to include the following non-

debtor officers and/or members of the Board of Directors (the “Board”) of the Debtors: James A.

Sheehan; Thomas Blake Stanton; Jonathan Glance; Thomas P. Trimbur; Kenneth Linamen; Paula

Bozdech-Veater; Dr. Bunt Singh; Charles Felix; and Carl Brunning.

JURISDICTION AND VENUE

1. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C. §§ 157

and 1334 because this matter arises in, under and is related to the Debtors’ chapter 11 cases.

1 The Debtors have the following cases pending Pittsburgh Athletic Association, Bankruptcy No. 17-22222-JAD and

the Pittsburgh Athletic Association Land Company, Bankruptcy No. 17-22223-JAD, both cases are being jointly

administered under Case No. 17-22222-JAD.

Case 17-22222-JAD Doc 249-5 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Adversary Action Complaint Page 1 of 28

2 BANK_FIN:563453-2 032213-179531

2. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

3. Venue is proper under 28 U.S.C. §§ 1408 and 1409.

4. The statutory predicates for the relief requested herein are sections 105(a) and 362(a) of

Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended; hereinafter the “Bankruptcy

Code”), Rule 65 of the Federal Rules of Civil Procedure (the “Federal Rules”) made applicable hereto

by Rule 7065 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 7001

and 7065 of the Bankruptcy Rules.

BACKGROUND

5. The PAA is a non-profit organization that has operated as a private athletic/social club for

the benefit and use of its members for over 108 years. The athletic club offered fine dining, banquet

services, overnight accommodations, sports lessons, barber services and numerous athletic facilities in its

seven floor, 123,814 square foot building located in the heart of Oakland, including a pool, full basketball

and squash courts and a 16 lane bowling alley.

6. The Debtors’ inability to pay their debts as they have become due is a result of, amongst

other things, declining PAA memberships. The Debtors’ financial hardship has led to deterioration of the

facilities, termination of utility services, and creditors running to the courts and filing a multitude of

collection actions.

7. These factors have impaired the Debtors’ liquidity and their ability to continue as a going

concern without instituting a comprehensive recapitalization venture, ultimately leading to the filing of

these chapter 11 cases.

8. The Debtors have determined that it is in their best interest as well as the best interests of

their estates and creditors to restructure through these chapter 11 cases.

9. On May 30, 2017 (the “Petition Date”), the Debtors filed voluntary petitions in this

Court for relief under Chapter 11 of the Bankruptcy Code.


3 BANK_FIN:563453-2 032213-179531

10. The Debtors are authorized to continue to operate their businesses and manage their

properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

11. No trustee or examiner has been appointed in these chapter 11 cases.

12. On June 8, 2017, the Office of the United States Trustee formed the Official Committee

of Unsecured Creditors (the “Committee”).

13. The Board is actively involved in the reorganization of the Debtors, including:

a. participation in the management and daily business decisions of the Debtors;

b. involvement in the daily operations of the Debtors;

c. negotiating with creditors, suppliers, lessors and other interested parties of the Debtors;

d. maintaining the Debtors’ finances, including evaluating cash flow, maintaining cash

balances and payroll and arranging financing to meet the Debtors’ credit obligations;

e. monitoring of these chapter 11 cases;

f. assisting Holiday Fenoglio Fowler, L.P., the proposed Real Estate and Capital Advisors

of the Debtors, to, amongst other things, analyze, structure, negotiate and effect a

potential restructuring of the Debtors, which may include an outright sale of or long-term

lease of the Debtors’ property or a joint venture with an investor/developer;

g. assisting Gleason & Associates, P.C., the proposed Financial Advisors of the Debtors, to,

amongst other things, develop a long-term business plan for the Debtors, analyzing the

Debtors’ financial liquidity and alternatives to improve such liquidity, and evaluating

various restructuring scenarios.

14. The Directors are all volunteers. Each Director serves without compensation. Each

serves as a member of the Board in order to attempt to support the reorganization of the Debtors and not

for individual financial gain or remuneration.

15. Each Board member has executed a Conflict of Interest Disclosure as a prerequisite for

service on the Board.

16. At the time of the Debtors’ bankruptcy filings, the Boards were comprised of James

Sheehan, Thomas Blake Stanton, Jonathan Glance, Thomas Trimbur, Yvonne L. Rose, and Kenneth

Linamen.


4 BANK_FIN:563453-2 032213-179531

17. Following the bankruptcy filings of the Debtors, Dr. Bunt Singh, Paula Bozdech-Veater,

Charles Felix and Carl Brunning agreed to serve on the Board (collectively with James Sheehan, Thomas

Blake Stanton, Jonathan Glance, Thomas Trimbur, Kenneth Linamen and any other individual that serves

as a director of either of the Debtors, the “Directors”).

18. The Debtors’ officers are: James Sheehan, President; Thomas Blake Stanton, Vice

President; Jonathan Glance, Secretary; and Kenneth Linamen, Treasurer (the “Officers”).

19. Defendant, Yvonne L. Rose, is a member of the PAA and former member of the Board,

has collaterally attacked the validity of these chapter 11 cases by questioning Debtors’ authority to file

these chapter 11 cases in her responses to motions and in her Motion to Appoint a Trustee.

20. This Court stated during the first-day hearings that an objection to a motion was not the

proper way to challenge the Board’s actions. Trial Tr. 117:23-118:4, June 2, 2017.

21. The Board, minus Ms. Rose, voted affirmatively and authorized the Debtors to file their

Chapter 11 Voluntary Petitions. Ms. Rose abstained from the vote.

22. Upon learning that the Board authorized the Debtors to file for bankruptcy relief and

prior to the commencement of the Debtors’ bankruptcies, Ms. Rose threatened to file for an injunction to

prevent the Debtors from filing the Petitions.

23. Prior to being removed from the Board on June 30, 2017, for cause, Ms. Rose held an

actual conflict with respect to her service as a member of the Board in that she “resides” in the PAA and

eviction proceedings are being undertaken to remove her as a tenant as her oral lease agreement was

rejected by the Debtors pursuant to an Order dated June 2, 2017 [Doc. 66].

24. Throughout the course of these bankruptcies, the Officers and Directors will be required

to make decisions concerning the operations of the PAA clubhouse and specifically the short term

decision to “go dark” which is directly in contravention to Ms. Rose’s desire to remain in possession of

her suite at the PAA.

25. Upon information and belief, Ms. Rose’s personal agenda and conflicts are likely the root

of her antagonistic actions against the Directors.


5 BANK_FIN:563453-2 032213-179531

26. On June 30, 2017, by a quorum of nine (9) Directors, Defendant was unanimously

removed from the Board for cause including but not limited to: (i) breach of fiduciary duties; (ii) conflict

of interest; and (iii) waste of corporate assets.

27. On June 1, 2017, post-petition, Ms. Rose filed a Praecipe for Writ of Summons against

the Directors “each individually and as Officer[s] and/or Members of the Boards of Directors of the

[Debtors]” in the Court of Common Pleas of Allegheny County, Pennsylvania (the “State Court”)

entitled Yvonne L. Rose, individually and as a Member and Director of the Pittsburgh Athletic

Association, Inc. and the Pittsburgh Athletic Association Land Company, Inc., v. James A. Sheehan,

Thomas Blake Stanton, Jonathan Glance and Thomas P. Trimbur, each individually and as Officers

and/or Member[s] of the Boards of Directors of the Pittsburgh Athletic Association, Inc. and the

Pittsburgh Athletic Association Land Company, Inc., Case No. GD-17-008174 (the “State Court

Action”). A true and correct copy of the Writ of Summons is attached hereto as Exhibit “A”.

28. Ms. Rose did not name Kenneth Linamen as Defendant in the State Court Action. Mr.

Linamen is the Treasurer of the PAA and the PAA-LC and voted in favor of these bankruptcies being

filed by the Debtors.

29. A complaint has not yet been filed in the State Court Action; however, on June 2, 2017,

before this Court, Ms. Rose’s counsel, Thomas Michael, Esquire, stated:

The board is not properly constituted. . . . The by laws as presently

constituted require a board of 18 members elected at the annual meeting.

In the by-laws as specifically it requires eight members to have a quorum

and as the Court well knows, board of directors cannot operate if it

doesn’t have a quorum. . . . At approximately April 24th I believe the

date was they held the annual meetings set up in January. They held it

on April 24th. An 18-member board was elected. . . . On the 25th board

members started to resign. They now have -- they went down to about

four members and the past president who is Mr. Trimbur. At the time

they did not have a quorum. They don’t have a quorum to this day. . . .

And I would submit to the Court that everything they’ve done after April

25th when they no longer had a quorum is void ab initio and we will

raise that in other motions at another time.

Case No. 17-22222, Doc. 85, Trial Tr. 100:2-102:1, June 2, 2017.


6 BANK_FIN:563453-2 032213-179531

30. In an email dated June 13, 2017, Ms. Rose stated the following “to help discern the

substance” of the State Court Action (the “June 13, 2017, Email”):

Blake's directives to our staff, secret meetings, tours and discussions,

directing our paa staff to keep information from me, Jonathan's refusal to

provide meeting minutes, operating without a proper Board, forcing me

to sign confidentiality agreement that we have never, in our history,

required before, cavalier attempt to fill the Board since I proposed

candidates on April 25 and denying willing Board members because you

do not support their prior 'transactions' or their disposition (or their long

hair, on one occasion), Tom's consistent dismissal of my input on all

matters and the way the insurance was handled, dismantling committees,

meetings not properly noticed, not being transparent with members and

overall the inappropriate treatment I have experienced consistently by

this Board. Not to mention the unprofessional language used in our

meetings. The list goes on.

. . .

I do not believe Jordan and Bill are in a valid position to make these

decisions for our Club as their contracts were not properly vetted or

voted upon. We had a GM and full board prior to April 25th.

Regarding the parking lot/hotel deal that Jordan's team accidentally

included in the Tenant filing, the PAA Board, Committees and Members

VOTED on the deal.

And the College Club, as of last night, has NOT agreed to vacate and

they nor Mr. Clauser were included in the filing.

A true and correct copy of the June 13, 2017 Email is attached hereto as Exhibit “B”.

31. On June 13, 2017, counsel for the Debtors sent an email to Mr. Michael seeking

clarification on the basis for the filing of the Writ of Summons. Mr. Michael has not responded. A true

and correct copy of that email is attached hereto as Exhibit “C”.

32. Ms. Rose has repeatedly attacked the authority of the Directors to take action in these

chapter 11 cases. See Response in opposition to Debtor’s Expedited Motion to Reject Unexpired

Residential Leases, Doc. 47, at ¶ 11; see also Response and Objection to Debtors’ Application for

Authority to Employ Holiday Feoglio Fowler, L.P. Pursuant to 11 U.S.C. § 327(a) and 11 U.S.C. §

328(a), Doc. 111, at ¶¶ 17-43; Motion to Appoint Chapter 11 Trustee Pursuant to 11 U.S.C. § 1104(a) and

(b), Doc. 128, at ¶¶ 27


7 BANK_FIN:563453-2 032213-179531

33. Upon information and belief, the State Court Action is based upon actions taken by the

Directors within their official capacities as members of the Board and seeks to attack the legitimacy of the

Debtors’ bankruptcy filings.

34. The Debtors have filed a Notice of Removal to remove the State Court Action to this

Court. The Notice of Removal is currently pending in the United States District Court for the Western

District of Pennsylvania, Case No. 2:05-mc-02025, Doc. 716.

35. On June 20, 2017, the Debtors filed a Praecipe for Rule to File Complaint in the State

Court Action requiring Ms. Rose to file a complaint within 20 days. The deadline for Ms. Rose to file her

complaint is July 17, 2017.

36. Defending against the State Court Action will consume substantial time and resources of

the Board.

37. The Board members are essentially serving as the management group of the Debtors and

are working to reorganize the Debtors in conjunction with William Krieger, the Chief Restructuring

Officer. Diverting the time and energy of the Board from the reorganization effort at a critical time when

bankruptcy cases have just been filed and when resources need to be devoted to reorganizing and/or

rehabilitating the Debtors and to the formulation of a plan would adversely impact the Debtors’ ability to

promptly and effectively reorganize.

38. Furthermore, the Debtor PAA is a not-for-profit organization whose officers and/or

members of their Board are uncompensated volunteers. Further antagonizing of the Directors during this

already stressful time of reorganization could lead to an Officer’s stagnation or even resignation for fear

of liability, which would be detrimental to the Debtors’ reorganization. The probability of a successful

plan of reorganization will be heavily determined by the availability and assistance of the Board in these

bankruptcy cases.

39. The personal liability of a corporation’s directors for monetary damages may be reduced

by the bylaws of the corporation. 15 Pa. C.S. § 5713(a).


8 BANK_FIN:563453-2 032213-179531

40. Article V, section 12 of the Debtor PAA’s bylaws state, in pertinent part:

(1). PERSONAL LIABILITY OF DIRECTORS

A Director of the Association shall not be personally liable for monetary

damages for any action taken, or any failure to take any action, as a

Director, except to the extent that by law . . . a Directors’ liability for

monetary damages may not be limited.

(2). INDEMNIFICATION

The Association shall indemnify any person who was, or is a party, or is

threatened to be made a party, to any threatened, pending or completed

action, suit or proceeding, including actions by or in the right of the

Association, whether civil, criminal, administrative, or investigative, by

reason of the fact that such person is, or was, a Director or Officer of the

Association, or is, or was, serving while a Director or Officer of the

Association, at the request of the Association, as a Director, Officer,

employee, agent, fiduciary, or other representative of another

corporation, partnership, joint venture, trust, employee benefit plan, or

other enterprise, against expenses (including attorneys’ fees), judgments,

fines, excise taxes, and amounts paid in settlement actually and

reasonably incurred by such person in connection with such action, suit

or proceeding to the full extent permissible under Pennsylvania law.

(3). ADVANCEMENT OF EXPENSES

Reasonable expenses incurred by an Officer or Director of the

Association in defending a civil or criminal action, suit, or proceeding

described in (2) shall be paid by the Association in advance of the final

disposition of such action, suit, or proceeding upon receipt of an

undertaking by or on behalf of such person to repay such amount if it

shall ultimately be determined that the person is not entitled to be

indemnified by the Association.

41. Further, 42 Pa. C.S. § 8332.2(a) provides qualified immunity for directors serving

without compensation:

. . . no person who serves without compensation, other than

reimbursement for actual expenses, as an officer, director or trustee of

any nonprofit organization under section 501(c)(3) of the Internal

Revenue Code (26 U.S.C. § 501(c)(3)) shall be liable for any civil

damages as a result of any acts or omissions relating solely to the

performance of his duties as an officer, director or trustee . . . .

42. Should the State Court Action be allowed to proceed, the Directors may file proofs of

claim in these chapter 11 cases asserting contingent, unliquidated claims for indemnification of any

damages awarded under the State Court Action pursuant to state law and the Bylaws of the Debtors.


9 BANK_FIN:563453-2 032213-179531

43. Additional evidence of Ms. Rose’s continued attack on the Debtors and the Board is the

fact that on July 3, 2017, arguably in retaliation for her removal as a Board member, Ms. Rose filed a

Motion to Appoint a Trustee at Docket No. 128.

RELIEF REQUESTED

44. By this Complaint, the Debtors seek, pursuant to sections 105(a) and 362(a) of the

Bankruptcy Code, Federal Rule 65, and Bankruptcy Rules 7001 and 7065, to extend the automatic stay to

the Board members and to enjoin the State Court Action and any law suits not yet brought by Ms. Rose

against the Directors in their capacity, or for actions taken in their capacity as officers and/or members of

the Board.

BASIS FOR RELIEF REQUESTED

45. This Court has subject matter jurisdiction over this matter because the State Court Action

(i) appears to be a challenge to the legitimacy of the Debtors’ bankruptcy cases, (ii) will substantially and

adversely impact the Debtors’ reorganization, and (iii) will obligate the Debtors to indemnify the

Directors.

46. This Court has the authority to extend the stay to the Directors under 11 U.S.C. § 362(a)

because of the unusual circumstances here, mainly that (i) Ms. Rose, through the State Court Action,

seeks to detrimentally influence the Debtors’ chapter 11 cases, (ii) the Debtors will be compelled to

defend the State Court Action because it attacks the legitimacy of the Debtors’ chapter 11 cases and to

limit their liability under their indemnification obligations to the Board members, (iii) defending against

the State Court Action will divert the time and resources of the Debtors and the Baord from developing a

plan of reorganization, and (iv) Debtors are the real party defendant in the State Court Action because

they are obligated to indemnify the Directors for any litigation expenses accrued and any damages

awarded in relation to the State Court Action.

47. Respectfully, this Court has the authority to enjoin the State Court Action under 11

U.S.C. § 105 because the Debtors will be irreparably injured if Ms. Rose is allowed to continue her sub


10 BANK_FIN:563453-2 032213-179531

rosa attack against these chapter 11 cases and influence the Debtors’ reorganization through the State

Court Action, diverting the time and resources of the Debtors and the Directors at an vital period of the

Debtors’ reorganization.

A. Jurisdiction

48. The State Court Action appears to be little more than an attempt to collaterally attack the

original and exclusive jurisdiction of this Court by bringing a sub rosa motion to dismiss in the State

Court. The State Court, however, lacks jurisdiction to adjudicate any challenge to the bankruptcy filings.

49. The Defendant alleges that certain actions taken by the Board members were not properly

authorized; however, the Defendant has not filed a motion before this Court to contest the filing of the

Debtors’ bankruptcy filings, which is the appropriate avenue to raise such arguments under Rules 1017

and 9014 of the Fed.R.Bankr.P., as required by W.D.Pa. LBR 9013(c), and as the Court expressly stated

during the June 2, 2017 hearing on the First-Day Motions. See Trial Tr. 117:23-118:4, June 2, 2017.

50. Courts in this Circuit have held that diverting the time and energy of key personnel form

the reorganization effort at a critical time in the formulation of a plan, adversely impacting the ability to

promptly and effectively reorganize, is sufficient basis to establish “related to” jurisdiction. See In re

Union Trust Philadelphia, LLC, 460 B.R. 644, 657 (E.D.PA 2011); In re Philadelphia Newspapers, LLC,

407 B.R. 606, 614 (E.D.PA 2009); In re Philadelphia Newspapers, LLC (hereinafter; “Philadelphia

Newspapers II”), 423 B.R. 98, 103 (E.D.PA 2010).

51. The Directors are the key management group for the Debtors and are deeply involved

with the Debtors’ reorganization. The PAA only employs six employees and the Directors are

substantially involved with the daily operations, financial affairs, management and business decisions,

and assisting the Debtors’ professionals with developing a successful plan of reorganization.

52. The Defendant is simply causing the Debtors to waste their limited assets in responding

to these improper arguments to the detriment of the estate and the creditor body, and only serves as a

distraction to the ultimate goals of preserving the PAA, in some form, for its members while realizing the

highest and best value of the estates’ assets. The Debtors reorganization efforts will be substantially and


11 BANK_FIN:563453-2 032213-179531

adversely affected by the continuation of the State Court Action because it will consume significant time

and resources of the Directors, limiting the time and resources available to assist the Debtors with their

reorganization.

53. Defendant seeks to discourage the full and vigorous participation of the Directors in these

Bankruptcy Cases. All of the Directors are volunteers and are not deriving compensation from their

service as members of the Board. Respondent seeks to use the threat of litigation to discourage the

Directors from participation in these Bankruptcy Cases. This Court should not countenance such conduct.

54. By questioning the legitimacy of the bankruptcy filings and threatening the personal

assets of the Directors, Ms. Rose is attempting to undo the bankruptcy filings, detrimentally influence the

Debtors’ bankruptcy cases, and subvert the purposes of the Bankruptcy Code.

55. The State Court Action and the Motion to Appoint when viewed together constitute a

direct attack on both the Debtors and their Boards. Therefore, this dispute should only proceed before the

Bankruptcy Court.

56. Additionally, Ms. Rose appears to be seeking damages against the Directors for actions

conducted in their official capacities as officers and/or members of the Board. The Directors may file

proofs of claim seeking indemnity for such actions with the Court. The Debtors’ Bylaws obligate the

Debtors to indemnify the Directors for any such damages awarded as well as the expenses accrued in

defending the State Court Action. Because the Debtors risk being liable for the indemnification claims,

the Debtors will be compelled to intervene and defend the Directors in the State Court Action.2 The State

Court Action will adversely affect the reorganization due to the consumption of the time and resources of

the Debtors’ key personnel and the Debtors’ contractual obligations to indemnify the Directors; and,

therefore, this Court has “related to” jurisdiction.

2 See In re American Film Technologies, Inc., 175 B.R. 847, 852 (Bankr.D.Del. 1994) (finding that a “[d]ebtor will

be compelled to defend [their agents] because of legitimate indemnity and collateral estoppels concerns as fully as if

it were a named defendant.”) (citations omitted).


12 BANK_FIN:563453-2 032213-179531

B. Extension of the Automatic Stay under Section 362(a)

57. By attacking the legitimacy of the Debtors’ bankruptcy filings and threatening the

Directors with protracted litigation and damages, Ms. Rose is attempting to coerce the results she wants in

the Debtors’ bankruptcy cases (i.e. to derail and undo the bankruptcy cases). Furthermore, diverting the

Directors’ and the Debtors’ time and resources to defend against the State Court Action will substantially

and adversely impact the Debtors’ ability to engage in a timely and effective reorganization.

58. Since the Debtors owe contractual and common law duties to indemnify the Directors,

the interests of the Debtors and the Directors in the State Court Action are identical, such that there is an

identity between the Debtors and the Directors that the Debtors may be said to be the real party defendant.

59. Unusual circumstances exist here to extend the section 362(a) stay to the Directors

because (i) Ms. Rose, through the State Court Action, seeks to detrimentally influence the Debtors’

chapter 11 cases, (ii) the Debtors will be compelled to defend the State Court Action because it attacks the

legitimacy of the Debtors’ chapter 11 cases and to limit their liability under their indemnification

obligations to the Directors, (iii) defending against the State Court Action will divert the time and

resources of the Debtors and the Directors from developing a plan of reorganization, and (iv) Debtors are

the real party defendant in the State Court Action because they are obligated to indemnify the Directors

for any litigation expenses accrued and any damages awarded in relation to the State Court Action.

C. Issuance of Injunction under Section 105(a)

60. Nothing has transpired in this case that would support that the Debtors do not have a

reasonable likelihood of reorganization. The Debtors have hired qualified professionals, including

financial advisors and real estate and capital advisors, to assist the Debtors through a successful

reorganization. Furthermore, the Debtors have negotiated debtor-in-possession financing in order to

continue operations and maintain certain post-petition obligations. Debtors are working to protect what

they believe to be substantial equity in their assets. At this early stage in these chapter 11 cases, the

prospects for a successful reorganization remain extremely viable.


13 BANK_FIN:563453-2 032213-179531

61. If the State Court Action is allowed to proceed the Debtors will suffer irreparable harm.

As provided above, the State Court Action is a sub rosa attack on the legitimacy of the Debtors’ chapter

11 cases. Furthermore, the time and resources of the Directors, which are key management personnel for

the Debtors’ reorganization, will be consumed by the State Court Action and the Debtors will be

compelled to defend the Directors in the State Court Actions due to its contractual indemnification

obligations to the Directors. Without the Directors unfettered assistance, the Debtors’ ability to

reorganize is clearly diminished and if the Debtors are compelled to defend against claims in the State

Court Action, the estate risks substantial harm due to delay and costs of litigating before multiple

tribunals.

62. On the other hand, Ms. Rose will not be significantly harmed by temporarily delaying the

State Court Action. Ms. Rose’s attacks on the legitimacy of the bankruptcy filings are required to be

brought before this Court. The Debtors have already filed a Notice of Removal3 with the United States

District Court for the Western District of Pennsylvania to have the case transferred to this Court.

Moreover, the issues will be more efficiently adjudicated before one tribunal.

63. The issuance of an injunction would further the public interest by fostering

reorganization, especially of a local, long-standing not-for-profit institution, and protecting the integrity

of the claims resolution process.

64. In light of the relatively short stay on suits against the Directors and the immense

importance in a prompt and successful reorganization of the Debtor, the public interest in reorganization

prevails.

RESERVATION OF RIGHTS

65. Nothing contained herein is intended or shall be construed as (i) an admission as to the

validity of any claim against the Debtor; (ii) a waiver of the Debtor or any appropriate party in interest’s

3 Removal of the State Court Action is pending before the District Court. The Clerk for the District Court has

provided that removal will occur after Ms. Rose files a complaint in the State Court Action. The PAA has filed a

Praecipe for Rule to file Complaint in the State Court Action requiring Ms. Rose to file a complaint.


14 BANK_FIN:563453-2 032213-179531

rights to dispute the amount of, basis for, or validity of any claim against the Debtor; (iii) a waiver of any

claims or causes of action which may exist against any creditor or interest holder; or (iv) an approval,

assumption, adoption, or rejection of any agreement, contract, lease, program or policy between the

Debtor and any third party under section 365 of the Bankruptcy Code.

WHEREFORE, the Debtor respectfully requests entry of the Proposed Order granting the relief

requested herein and such other relief that is just and proper.

Respectfully submitted,

TUCKER ARENSBERG, P.C.

DATED: July 18, 2017 /s/ Jordan S. Blask

Jordan S. Blask, Esquire

PA ID No. 308511

Jeremiah J. Vandermark, Esquire

PA ID No. 317230

1500 One PPG Place

Pittsburgh, PA 15222

Phone: 412-566-1212

[email protected]

[email protected]

Counsel for the Debtor


Exhibit “A”





Defendants.





Defendants.

) ) ) ) ) ) No, ) ) ) ) ) ) ) ) ) ) ) )

NOTICE TO DEFEND






Telephone: (412) 261-5555




Defendants.

) ) ) ) ) ) No, ) ) ) ) ) ) ) ) ) ) ) )



Dear Sir:





Exhibit “B”


1

From: [email protected] [mailto:[email protected]] Sent: Tuesday, June 13, 2017 2:40 PM To: Blask, Jordan; James Sheehan; Jonathan Glance; 'Blake Stanton'; Ken; Thomas Trimbur Cc: 'William Krieger' Subject: Re: Yvonne Rose v. James Sheehan et al. GD-17-008174

External Email: Use Caution When Opening Attachments or Links.

Thank you Jordan.

This is the document that I made you all aware of after you and Jonathan advised me in the conference call to 'file an injunction".

The details will be forthcoming but to help you discern the substance but if you all read my emails since April 25th, my posi on should be rather clear but I will articulate the highlights of my position.

Blake's directives to our staff, secret meetings, tours and discussions, directing our paa staff to keep infomation from me, Jonathan's refusal to provide meeting minutes, operating without a proper Board, forcing me to sign confidentiality agreement that we have never, in our history, required before, cavalier attempt to fill the Board since I proposed candidates on April 25 and denying willing Board members because you do not support their prior 'transactions' or their disposition (or their long hair, on one occasion), Tom's consistent dismissal of my input on all matters and the way the insurance was handled, dismantling committees, meetings not properly noticed, not being transparent with members and overall the inappropriate treatment I have experienced consistently by this Board. Not to mention the unprofessional language used in our meetings. The list goes on.

Our Board is to be a democratic representation of the members not hand picked based on your opinions of people.

Now, PAAPA officers who are on PAA Board have resigned, on the same day. I find this to be concerning and wonder if PAAPA is being deemed an adverse group.

I will not say it again, PAAPA is NOT an adverse group. I take great issue with any implications we are.


2

If you 5 men want to make all decisions for this 108 year old institution, secretly and independently, I plan to be here every step of the way unless a Judge determines otherwise.

I do not believe Jordan and Bill are in a valid position to make these decisions for our Club as their contracts were not properly vetted or voted upon. We had a GM and full board prior to April 25th.

Regarding the parking lot/hotel deal that Jordan's team accidentally included in the Tenant filing, the PAA Board, Committees and Members VOTED on the deal.

And the College Club, as of last night, has NOT agreed to vacate and they nor Mr. Clauser were included in the filing. Jordan, overall your behavior, language and legal guidance I question also. The validity of your requirement of the confidentiality agreement and denying me access for some three weeks, i seriously ques on. Your lack of knowledge of club finances continues to concern me.

To my mind, Jim, your culpability is allowing this all to transpire under your regime.

Unlike your positions, mine is not personal. And I will let a Judge or Trustee decide and I will pay for whatever is needed and spend all the time I need to to make sure we are fulfilling our duty to our members.

The money you all are spending is not your money. It is our Member's money. I am not pleased that it had to come to this but I am on the Board and have consistently and professionally requested I be treated accordingly, to no avail. I believe other PAA Board Members resigned for similar reasons and they may also be concerned that you all are operating outside of our by‐laws. I will let my a orneys handle this so my efforts and me will can be spent on saving our club and clubhouse. The Board is to represent members wishes and that is what I will continue to do. Regarding moving the motion to bankruptcy court, I am not sure if that will be necessary as I am hoping more filings will be forthcoming. This should clear up any remaining issues about my position until more documents are filed. This outlines my position, my attorney will decide what is relevant and you all can respond accordingly. If you choose to cancel all future Board calls/meetings, that is up to you. Yvonne

From: Blask, Jordan Sent: Tuesday, June 13, 2017 12:24 PM To: James Sheehan; Jonathan Glance; 'Blake Stanton'; [email protected]; Ken; Thomas Trimbur Cc: 'William Krieger' Subject: Yvonne Rose v. James Sheehan et al. GD-17-008174 All:


3

Attached is a copy of a Writ of Summons that was filed on June 1, 2017 in Allegheny County. The action is entitled Yvonne Rose (individually and as a director of the PAA/PAALC) versus James Sheehan, Thomas Blake Stanton, Jonathan Glance and Thomas Trimbur (individually and as directors of the PAA/PAALC). While I cannot discern the substance of the allegations as only a writ was filed, I believe that this matter evokes core jurisdiction of the Bankruptcy Court and impacts the chapter 11 proceedings of the PAA and the PAA Land Company. Therefore, my office will be immediately seeking to remove this case to Bankruptcy Court, as well as, considering other actions related to the protection of the Bankruptcy Estates of these Debtors. I wish to remind each of you that my office does not represent any individual board member. Please reach out to me with questions or concerns. Jordan Jordan S. Blask | Shareholder Tucker Arensberg, P.C. 1500 One PPG Place Pittsburgh, Pennsylvania 15222 412‐594‐5597 (Direct Dial) 412‐566‐1212 (Main Line) 412‐594‐5619 (Facsimile) [email protected] Our New York Address: 299 Park Avenue, 6th Floor, New York, New York 10171

Download vCard www.tuckerlaw.com Admitted To Practice In NY, NJ, OH & PA.

Please consider the environment before printing this email. PURSUANT TO THE FAIR DEBT COLLECTION PRACTICES ACT, IT IS REQUIRED THAT WE STATE THE FOLLOWING TO YOU: "THIS IS A COMMUNICATION FROM A DEBT COLLECTOR. THIS IS AN ATTEMPT TO COLLECT A DEBT AND ANY INFORMATION OBTAINED MAY BE USED FOR THAT PURPOSE." THIS TRANSMISSION IS INTENDED ONLY FOR THE USE OF THE ADDRESSEE AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CONFIDENTIAL, AND EXEMPT FROM DISCLOSURE UNDER APPLICABLE LAW. IF YOU ARE NOT THE INTENDED RECIPIENT, OR THE EMPLOYEE OR AGENT RESPONSIBLE FOR DELIVERING THE MESSAGE TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION, DISTRIBUTION, OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS COMMUNICATION IN ERROR, PLEASE NOTIFY US IMMEDIATELY. VIA E‐MAIL: [email protected] VIA TELEPHONE: 412‐566‐1212


Exhibit “C”


1

From: Blask, JordanSent: Tuesday, June 13, 2017 4:40 PMTo: '[email protected]'; [email protected]: Hunt, Gary; Shiner, Michael; Vandermark, JeremiahSubject: PAA - Rose v. Sheehan et al. GD - 17-008174 Attachments: vol1856000003E3.pdf

Importance: High

Dear Mr. Michael:

As you know, this firm represents the Pittsburgh Athletic Association (the “PAA”) and the Pittsburgh Athletic Association Land Company (the “PAA‐LC”) in connection with their chapter 11 bankruptcies filed on May 30, 2017. We have received the attached Writ of Summons that your office filed on June 1, 2017 on behalf of Ms. Rose in her capacity as an individual and as a Member and Director of the PAA and the PAA‐LC . Although the filing may constitute a violation of the bankruptcy stay depending upon the nature of the claims, we do not intend to address this filing on that basis at this time. Because no demand has been made that the PAA undertake to prosecute claims against the named defendants, I assume that your client’s claims are not derivative. If that assumption is incorrect, please advise me immediately. Further, if that assumption is incorrect, I must note that such a filing does not comport with Pennsylvania law or procedure.

Please note that we are removing this case to the U.S. District Court for the Western District of Pennsylvania as it appears to be a core proceeding relative to the bankruptcy filing, and therefore is within the exclusive jurisdiction of thatcourt.

Finally, it appears that your client may be using her position on the PAA Board to advance her own interests, including her desire to remain in her apartment in the building. As you may know, she is the last tenant in the building, and the PAA is incurring considerable costs to provide the basic services while she is in the building. Given the financial condition of the PAA, it is difficult to understand how any Board member who has informed himself or herself as to that condition, as is their obligation, can be opposed to closing the building. If her personal interests are in conflict with her duties to the PAA, she should resign from the Board. Please note that to the extent it is determined that her actions as a Board member have been motivated by her personal interests, your client may be accountable for all such costs.

Thank you for your attention.

Sincerely,

Jordan

Jordan S. Blask | Shareholder Tucker Arensberg, P.C. 1500 One PPG Place Pittsburgh, Pennsylvania 15222 412‐594‐5597 (Direct Dial) 412‐566‐1212 (Main Line) 412‐594‐5619 (Facsimile) [email protected]

Our New York Address: 299 Park Avenue, 6th Floor, New York, New York 10171


2

Download vCard

www.tuckerlaw.com

Admitted To Practice In NY, NJ, OH & PA.

Please consider the environment before printing this email.

PURSUANT TO THE FAIR DEBT COLLECTION PRACTICES ACT, IT IS REQUIRED THAT WE STATE THE FOLLOWING TO YOU: "THIS IS A COMMUNICATION FROM A DEBT COLLECTOR. THIS IS AN ATTEMPT TO COLLECT A DEBT AND ANY INFORMATION OBTAINED MAY BE USED FOR THAT PURPOSE."

THIS TRANSMISSION IS INTENDED ONLY FOR THE USE OF THE ADDRESSEE AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CONFIDENTIAL, AND EXEMPT FROM DISCLOSURE UNDER APPLICABLE LAW. IF YOU ARE NOT THE INTENDED RECIPIENT, OR THE EMPLOYEE OR AGENT RESPONSIBLE FOR DELIVERING THE MESSAGE TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION, DISTRIBUTION, OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS COMMUNICATION IN ERROR, PLEASE NOTIFY US IMMEDIATELY. VIA E‐MAIL: [email protected] VIA TELEPHONE: 412‐566‐1212


UNITED STATES BANKRUPTCY COURT

WESTERN DISTRICT OF PENNSYLVANIA

In re:

PITTSBURGH ATHLETIC ASSOCIATION,

et al. 1

,

Debtors.

Jointly Administered at:

Bankruptcy No. 17-22222-JAD

Bankruptcy Nos:

17-22222-JAD, and

17-22223-JAD

PITTSBURGH ATHLETIC ASSOCIATION,

et al.,

Plaintiffs,

v.

YVONNE L. ROSE,

Defendant.

Chapter 11

Adv Proc No. 17-

ORDER OF COURT

AND NOW, this day of , 2017, upon the Complaint for

Declaratory and Injunctive Relief filed by the Debtors, the Pittsburgh Athletic Association and the

Pittsburgh Athletic Association Land Company, against the Defendant, Yvonne L. Rose, pursuant

to 11 U.S.C. §§ 105(a) and 362(a), and the Court having found that it has jurisdiction over this

matter pursuant to 28 U.S.C. §§ 157 and 1334, this is a core proceeding pursuant to 28 U.S.C. §

157(b), and due and proper notice of the Complaint having been provided and such notice have

been adequate and proper under the circumstances, and it appearing that no other or further notice

need be provided; and the Court having reviewed the Complaint and having held a hearing (the

“Hearing”) to consider the relief requested in the Complaint; and the record of the Hearing; and

the Court having determined that the legal and factual bases set forth in the Complaint establish

1 The Debtors have the following cases pending Pittsburgh Athletic Association, Bankruptcy No. 17-22222-JAD and

the Pittsburgh Athletic Association Land Company, Bankruptcy No. 17-22223-JAD, both cases are being jointly

administered under Case No. 17-22222-JAD.


2 BANK_FIN:565905-1 032279-180177

just cause for the relief granted herein; and it appearing that the relief requested in the Complaint

is necessary to avoid immediate and irreparable harm to the Debtors and their estates, and is in the

best interests of the Debtors, the estates, creditors, and all parties in interest; and upon all of the

proceedings had before the Court and after due deliberation and sufficient cause appearing

therefore, it is hereby:

ORDERED, ADJUDGED and DECREED the relief requested in the Complaint is

GRANTED; and it is further

ORDERED the automatic stays in the above-captioned cases are extended to specifically

include James A. Sheehan, Thomas Blake Stanton, Jonathan Glance, Thomas P. Trimbur,

Kenneth Linamen, Paula Bozdech-Veater, Dr. Bunt Singh, Charles Felix, Carl Brunning, and any

other individual that serves as a director of either of the Debtors (the “Directors”) from and after

the Petition Date until (i) a plan of reorganization is confirmed or the above-captioned cases are

dismissed or (ii) further Court order; and it is further

ORDERED Defendant Yvonne L. Rose is hereby enjoined, barred and precluded from

continuing any previously commenced actions or commencing any new action against any

Director; and it is further

ORDERED the Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation, and/or enforcement of this Final Order.

Date JEFFERY A. DELLER

United States Bankruptcy Judge


Case 17-22222-JAD Doc 249-6 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit 10 Day Notice Page 1 of 4

Case 17-22222-JAD Doc 249-7 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Exhibit Withdarwal Page 1 of 5

Case 17-22222-JAD Doc 249-8 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Proposed Order Page 1 of 1

Case 17-22222-JAD Doc 249-9 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Certificate of Service Page 1 of 2

Case 17-22222-JAD Doc 249-9 Filed 08/21/17 Entered 08/21/17 20:59:53 Desc Certificate of Service Page 2 of 2

case 17-22222-jad doc 249 filed 08/21/17 entered … · exhibit praecipe for writ of summons page 4...

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