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Trial Testimony – Mark Bennett Direct Exam
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
Case Name: Summit Signs & Graphics, LLC v. Pinnacle Retail Solutions, Inc.
Case No.: [Insert Case Number]
Trial Testimony of: Mark Bennett
Date: [Insert Date]
Location: Courtroom [Number]
DIRECT EXAMINATION OF MARK BENNETT
BY [Attorney for Summit]:
Q. Please state your name for the record.
A. My name is Mark Bennett.
Q. What is your current occupation?
A. I am the owner and CEO of Summit Signs & Graphics, LLC.
Q. How long have you held that position?
A. I founded Summit in 2010 and have led the company for the past 14 years.
Q. Could you briefly describe Summit Signs & Graphics and what it does?
A. Certainly. Summit is a full-service signage company that specializes in custom signage design, manufacturing, and installation. We work with businesses of all sizes, from small retailers to national chains, helping them establish their brand identity through high-quality signage.
Q. Tell us a little about your background. What is your educational and professional experience?
A. I earned my Bachelor’s degree in Business Administration from [University] and later obtained my MBA from [University], focusing on operations and supply chain management. Before starting Summit, I worked for five years as a project manager for a national signage company, overseeing major commercial projects.
Q. How did Summit become involved with Pinnacle Retail Solutions?
A. In late 2023, Pinnacle reached out to us regarding a signage project for their client, BrightMart. They were looking for a vendor to design, manufacture, and install signage for six BrightMart locations as part of a rebranding initiative.
Q. Who was your primary point of contact at Pinnacle?
A. Kevin Diaz, the CEO of Pinnacle Retail Solutions.
Q. Did Summit and Pinnacle enter into a formal agreement for this project?
A. Yes, we signed a contract on January 15, 2024. The contract outlined the scope of work, the payment schedule, and the deadline for completion.
Q. What were the key terms of the contract?
A. The contract required Summit to produce and install custom signage at six BrightMart locations. Payment was structured in three installments—30% upon signing, 40% upon delivery, and 30% upon completion. The contract also required installation to be completed by March 31, 2024, to align with BrightMart’s grand reopening.
Q. Did Summit complete the project by March 31, 2024?
A. No, unfortunately, we encountered supply chain disruptions that delayed material procurement. However, we completed the installation as quickly as possible, finishing on April 15, 2024.
Q. When did Summit first notify Pinnacle about the delay?
A. In mid-February, when we saw that our suppliers were experiencing backlogs, we informed Ms. Diaz that there was a risk we wouldn’t meet the March 31 deadline. We kept her updated regularly.
Q. How did Pinnacle respond?
A. At first, they acknowledged the issue and didn’t express any major concerns. They only started to become upset in late March, when they realized the delay was inevitable.
Q. Did Summit take any actions to mitigate the delays?
A. Yes. We worked with alternative suppliers, paid for expedited shipping, and reallocated internal resources to speed up production and installation. We prioritized Pinnacle’s project over other clients’ work to get it done as quickly as possible.
Q. Once the project was completed, did Pinnacle pay the final installment?
A. No. Pinnacle withheld the last $36,000 payment, claiming that the signage did not conform to the agreed-upon specifications and that the delay caused financial harm to them.
Q. Did BrightMart provide specific feedback about the signage?
A. Yes, but I strongly disagree with their claims. The signage matched the specifications provided by Pinnacle. However, during the project, Pinnacle made last-minute verbal modifications, and we did our best to accommodate them.
Q. Were these modifications formally documented?
A. Not all of them. Some were sent via email, but many were communicated verbally.
Q. Did Summit ever ask Pinnacle to confirm these modifications in writing?
A. Yes, multiple times. We repeatedly requested written confirmations, but Pinnacle insisted that the changes were minor and didn’t need documentation.
Q. How has Pinnacle’s failure to pay affected Summit?
A. It has put a significant strain on our cash flow. We expected that final payment to cover material costs and labor expenses. Additionally, prioritizing Pinnacle’s project over others resulted in approximately $25,000 in lost business.
Q. If Pinnacle had communicated their concerns earlier, do you think the dispute could have been avoided?
A. Absolutely. If they had clearly outlined their expectations and put all modifications in writing, we could have ensured full alignment. Instead, they waited until after the project was completed to raise objections.
Q. In your opinion, did Summit fulfill its contractual obligations?
A. Yes. We did everything within our power to meet the deadline, we delivered high-quality signage that met the agreed specifications, and we maintained good faith communication throughout.
Q. What would you like the jury to understand about this case?
A. Summit acted in good faith from the beginning. We encountered unavoidable delays, which we communicated early, and we worked tirelessly to deliver a product that met expectations. Pinnacle is now using those delays as an excuse to withhold payment, despite our efforts and the quality of our work.
Attorney: No further questions, Your Honor.
Inconsistent Statements:
- Deposition Testimony: Bennett stated that he informed Pinnacle about the risk of delay in early March.
- Trial Testimony: He now claims he first informed Pinnacle in mid-February, making it seem like they had more advance notice.
- Deposition Testimony: Bennett admitted that Summit did not formally request written confirmation for verbal changes.
- Trial Testimony: He states that Summit repeatedly requested written confirmations but was ignore
—
DEPOSITION TRANSCRIPT – Mark Bennett (Summit)
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
Case Name: Summit Signs & Graphics, LLC v. Pinnacle Retail Solutions, Inc.
Case No.: 2024-cv-0134
Deposition of: Mark Bennett
Date: July 12, 2024
Location: Smith & Smith LLP
- Appearances:
- For Plaintiff (Summit Signs & Graphics, LLC): James Morris, Morris, Finch & Hartwell LLP
- For Defendant (Pinnacle Retail Solutions, Inc.): Sam Smith, Smith & Smith, LLP
EXAMINATION BY DEFENDANT’S COUNSEL
Q. Good morning, Mr. Bennett. Can you please state your name for the record?
A. Good morning. My name is Mark Bennett.
Q. What is your current occupation?
A. I am the owner and CEO of Summit Signs & Graphics, LLC.
Q. How long have you held that position?
A. I founded the company in 2010, so I have been running it for about 14 years.
Q. Could you briefly describe Summit Signs & Graphics and what it does?
A. Yes, we are a full-service signage company specializing in custom signage design, manufacturing, and installation for businesses of all sizes. We handle everything from small local businesses to national retail chains.
Q. Let’s talk about your background. Can you tell us about your education?
A. Sure. I earned my Bachelor’s degree in Business Administration from Kent State University and later obtained my MBA from Ohio State University with a focus on operations and supply chain management.
Q. Prior to founding Summit, did you have any experience in the signage industry?
A. Yes, I worked for a national signage company for about five years as a project manager, overseeing large-scale commercial projects.
Q. Turning to the case at hand, can you explain how Summit became involved with Pinnacle Retail Solutions?
A. Yes. In late 2023, Pinnacle reached out to us regarding a project for one of their clients, BrightMart. They were looking for a signage company to design, manufacture, and install signage for six BrightMart locations as part of a rebranding initiative.
Q. Who at Pinnacle did you primarily communicate with?
A. Kevin Diaz, their CEO.
Q. Did Summit and Pinnacle enter into a formal agreement for this project?
A. Yes, we executed a contract on January 15, 2024, outlining the scope, deliverables, payment schedule, and completion deadline.
Q. What were the key terms of the contract?
A. The contract required Summit to produce and install custom signage for six BrightMart locations. The agreed-upon payment structure was 30% upon signing, 40% upon delivery, and the final 30% upon installation completion. The deadline for completion was March 31, 2024, to align with BrightMart’s grand reopening event.
Q. Did Summit complete the project by the March 31 deadline?
A. Unfortunately, no. Due to supply chain disruptions beyond our control, we were unable to meet the deadline. Installation was completed on April 15, 2024.
Q. When did Summit first inform Pinnacle that the deadline would not be met?
A. I informed Ms. Diaz in early March that we were experiencing delays in procuring materials.
Q. How did Pinnacle respond?
A. At first, they seemed understanding, but as we got closer to the deadline, they became increasingly frustrated.
Q. Do you believe Summit did everything possible to mitigate the delays?
A. Yes. We worked with our suppliers to expedite materials and even prioritized this project over others to complete it as soon as possible.
Q. What happened after installation was completed?
A. Pinnacle withheld the final payment of $36,000, claiming that some of the signs did not conform to the agreed-upon specifications and that the delay caused financial harm to them.
Q. Did BrightMart provide specific feedback on the alleged non-conformance?
A. Yes, but I disagree with their assessment. The signs matched the specifications Pinnacle initially provided. However, Pinnacle made verbal modifications during the project, which were difficult to track because they weren’t properly documented.
Q. Did Pinnacle ever put these modifications in writing?
A. Not consistently. Some were in emails, but others were just verbal directives.
Q. Did Summit raise any concerns about these verbal modifications?
A. Yes, I asked Pinnacle multiple times to confirm changes in writing, but they often said it wasn’t necessary.
Q. Regarding damages, how has Pinnacle’s refusal to pay affected Summit?
A. We have suffered significant financial harm. We were counting on that final payment to cover project costs, and withholding it put a strain on our cash flow. Additionally, we lost other business because we prioritized Pinnacle’s project over other clients.
Q. Can you quantify the financial damages Summit has incurred?
A. Yes. In addition to the $36,000 that Pinnacle owes us, we estimate at least $20,000 in lost business due to reallocating resources to this project.
Q. Do you believe Pinnacle acted in good faith in this transaction?
A. No, I don’t. They knew about our delays well in advance but still used them as an excuse to withhold payment. Also, they changed specifications without proper documentation and then blamed us for deviations.
EXAMINATION BY PLAINTIFF’S COUNSEL
Q. Mr. Bennett, you mentioned earlier that Pinnacle verbally modified specifications. If those changes were not documented, how can you be sure you followed their requests correctly?
A. We did our best to comply with what was communicated to us, but without written confirmation, there is always some level of uncertainty.
Q. In hindsight, do you think Summit should have refused to proceed without written documentation?
A. Perhaps, but that’s not always practical in a fast-moving project. We relied on good faith that Pinnacle would not hold those changes against us.
Q. You also stated that Summit informed Pinnacle of the delays in early March. But in your initial communications, didn’t you tell Pinnacle that you were still on track to meet the deadline?
A. Yes, initially. At that time, we were hopeful that the delays could be resolved.
Q. So you admit that at some point, Summit was aware the deadline might not be met but did not immediately inform Pinnacle?
A. We didn’t want to raise concerns unnecessarily until we were certain the deadline could not be met.
Q. You also claim that Pinnacle made last-minute verbal modifications, yet you never pushed back formally in writing, correct?
A. That’s correct, but again, we were working under the assumption that we had a collaborative relationship.
Q. Regarding damages, you claim $20,000 in lost business. Do you have documentation showing that these losses were directly caused by prioritizing Pinnacle’s project?
A. We have records showing we delayed or turned down other jobs due to the time commitment required for this project.
Q. But there’s no direct evidence tying that lost business specifically to this dispute, correct?
A. That’s correct, it’s based on our internal scheduling records and client history.
CERTIFICATION
Betty Johnson
July 18, 2024
—
Trial Transcript – Direct Exam of Kevin Diaz (Pinnacle)
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
Case Name: Summit Signs & Graphics, LLC v. Pinnacle Retail Solutions, Inc.
Case No.: 2024-cv-0134
Trial Testimony of: Kevin Diaz
Date: December 10, 2024
Location: Courtroom 4
DIRECT EXAMINATION OF Kevin DIAZ
BY Attorney Sam Smith:
Q. Please state your name for the record.
A. My name is Kevin Diaz.
Q. What is your current occupation?
A. I am the Chief Executive Officer of Pinnacle Retail Solutions, Inc.
Q. How long have you served in that position?
A. I have been the CEO of Pinnacle since 2016.
Q. Could you briefly describe Pinnacle Retail Solutions and what it does?
A. Pinnacle is a consulting firm that provides branding, marketing, and operational solutions to small and mid-sized retailers. We help our clients improve their visibility, optimize store layouts, and enhance the overall customer experience.
Q. Let’s talk about your background. Could you tell the jury a little bit about your education and experience?
A. Yes. I hold a Bachelor’s degree in Business Administration from Ohio State University and an MBA from Akron University. Prior to joining Pinnacle, I worked as a regional manager for a national retail chain, where I oversaw branding and operations across multiple locations.
Q. Turning to the case at hand, can you explain how Pinnacle became involved with BrightMart?
A. BrightMart has been one of our key clients for several years. They approached us in late 2023 about a major store rebranding initiative, which included custom signage for six of their locations. We agreed to manage the project, which included hiring a signage vendor to execute the work.
Q. And which vendor did Pinnacle choose?
A. We selected Summit Signs & Graphics, LLC.
Q. Why did Pinnacle choose Summit for this project?
A. Summit had a solid reputation, and they assured us they could deliver high-quality signage that met BrightMart’s specifications. Additionally, they presented themselves as being able to handle both the manufacturing and installation components, which simplified things for us.
Q. Did Pinnacle and Summit enter into a formal agreement?
A. Yes, we signed an agreement on January 15, 2024, which outlined the scope of work, deadlines, and payment structure.
Q. What was the deadline for completion of the signage installation?
A. The agreement required Summit to complete the project by March 31, 2024, in time for BrightMart’s grand reopening event.
Q. Was that deadline important?
A. Extremely. The grand reopening was a critical event for BrightMart, and timely installation of the signage was essential for branding consistency. Any delays would have significant business and financial implications.
Q. Did Summit complete the project by March 31, 2024?
A. No, they did not. The project was not completed until April 15, 2024.
Q. What impact did that delay have on Pinnacle?
A. The delay caused significant issues for both Pinnacle and BrightMart. BrightMart was unhappy with the missed deadline, and they imposed a $50,000 penalty on Pinnacle due to the disruption. This directly impacted our revenue.
Q. Did Summit provide any explanations for the delay?
A. They mentioned supply chain disruptions, but they never provided concrete evidence that these disruptions were unavoidable. Proper project management and better planning could have mitigated these delays.
Q. Aside from the delay, were there any other issues with Summit’s performance?
A. Yes. Several of the installed signs did not meet the agreed-upon specifications. BrightMart raised concerns about sizing inconsistencies and color deviations.
Q: Were there any changes to the agreed-specifications after Pinnacle and Summit executed the January 15, 2024 Agreement?
A: Yes. BrightMart had not final approved all elements of the design for the signage and asked us to make some tweaks. We communicated those promptly to Summit, which is all documented.
Q. Did Pinnacle notify Summit about these signate design issues raised by BrightMart?
A. Yes, we promptly informed them about BrightMart’s concerns and requested corrections.
Q. How did Summit respond?
A. They disputed the issues, claiming they followed the specifications. However, the discrepancies were well-documented and verified by BrightMart.
Q. Did Pinnacle pay Summit in full for their work?
A. No. We withheld the final payment of $36,000 due to the delays and non-conformance with specifications.
Q. Was that decision consistent with the terms of the agreement?
A. Yes. The agreement required that the work be completed on time and according to the provided specifications. Since Summit failed to meet those obligations, we exercised our contractual right to withhold final payment.
Q. In your opinion, did Summit fulfill its contractual obligations?
A. No. They failed to meet the deadline, failed to deliver signage that conformed to the specifications, and refused to take responsibility for their shortcomings.
Q. In your experience, is this level of performance acceptable in the industry?
A. No. In this industry, meeting deadlines and delivering as promised is crucial. The failure to do so damages business relationships and reputations.
Q. Has Pinnacle suffered any long-term consequences as a result of Summit’s performance?
A. Yes. Our relationship with BrightMart was significantly strained. We had to rebuild their trust, and we lost revenue due to the penalty imposed. It also consumed a great deal of our internal resources trying to address these issues.
Q. What would you like the jury to understand about Pinnacle’s position in this case?
A. We entered into this contract in good faith, relied on Summit to fulfill their promises, and were let down. We incurred real financial losses as a result of their failures, and we believe it is fair and reasonable that Summit bear the responsibility for their breach of contract.
Attorney: No further questions, Your Honor.
Inconsistent Statements:
- Deposition Testimony: Diaz admitted that BrightMart’s approval of the signage was contingent on internal reviews, which he did not disclose to Summit.
- Trial Testimony: He omitted this fact, suggesting that Summit was fully aware of all project requirements.
- Deposition Testimony: Diaz admitted that some verbal design changes were not documented.
- Trial Testimony: He stated that all changes were properly communicated and documented.
Deposition Transcript – Kevin Diaz (Summit)
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
Case Name: Summit Signs & Graphics, LLC v. Pinnacle Retail Solutions, Inc.
Case No.: 2024-cv-0134
Deposition of: Kevin Diaz
Date: July 10, 2024
Location: Law Offices of Morris, Finch, and Hartwell, LLP – Pittsburgh, PA
Appearances:
For Plaintiff (Summit Signs & Graphics, LLC): James Morris, Morris, Finch & Hartwell LLP
For Defendant (Pinnacle Retail Solutions, Inc.): Sam Smith, Smith & Smith, LLP
EXAMINATION BY PLAINTIFF’S COUNSEL
Q. Good morning, Ms. Diaz. Can you please state your name for the record?
A. Kevin Diaz.
Q. What is your current position?
A. I am the CEO of Pinnacle Retail Solutions, Inc.
Q. How long have you held that position?
A. I’ve been the CEO for about eight years now, since 2016.
Q. Can you describe your responsibilities as CEO?
A. As CEO, I’m responsible for overseeing all aspects of our business operations, including client relationships, project management, contract negotiations, and ensuring that our services meet the high standards our clients expect. I’m also involved in strategic planning and business development.
Q. Prior to becoming CEO, what role did you hold at Pinnacle?
A. Before becoming CEO, I was the Director of Operations. I managed internal workflows and ensured our projects were completed on time and on budget.
Q. Let’s talk about your educational and professional background. Can you elaborate on your qualifications?
A. Certainly. I hold a Bachelor’s degree in Business Administration from Ohio State University and an MBA from the University of Akron. Before joining Pinnacle, I worked as a regional manager for a national retail chain, where I was responsible for overseeing branding and operations across multiple locations.
Q. In your capacity as CEO, how involved are you in contract negotiations?
A. Very involved. For large projects, like the one with Summit, I personally negotiate the terms and oversee the execution to ensure everything aligns with our clients’ needs.
Q. Let’s discuss the project at issue. How did Pinnacle’s relationship with BrightMart lead to this project?
A. BrightMart has been a long-standing client of ours. They approached us in late 2023 about a major initiative—a grand reopening of six of their retail locations. They wanted custom signage to enhance their branding, and we agreed to facilitate that.
Q. How did you select Summit Signs & Graphics for the job?
A. We reviewed several vendors and chose Summit based on their reputation for quality work and their ability to handle both the manufacturing and installation aspects of the project. It simplified things to have one vendor manage the entire process.
Q. During negotiations, did you make any representations to Summit regarding BrightMart’s funding and approvals?
A. Yes, I told Mark Bennett, Summit’s owner, that BrightMart had approved the designs and that the project’s funding was secured.
Q. At the time, were those statements true?
A. At the time, I believed they were. BrightMart’s team had verbally approved the designs, and I was under the impression that the funding was finalized.
Q. When did you learn that BrightMart’s design approval was conditional?
A. I learned about the conditional approval in March 2024, after the project was already underway.
Q. Did you communicate this to Summit?
A. No, I didn’t. By then, Summit was already working on the project, and I didn’t think it would impact their performance.
Q. What gave you the impression that BrightMart’s funding had been secured?
A. I can’t say specifically. It is just the impression I had based on my discussions with my contact at Brightmart.
Q. Let’s turn to the specifications provided to Summit. How were those specifications communicated?
A. We provided detailed specifications in writing, outlining dimensions, color schemes, and placement requirements. Some changes were communicated later, primarily through email or verbal discussions.
Q. Were these later changes documented in writing?
A. Not consistently. While some were documented in follow-up emails, others were not.
Q. Do you believe Summit adhered to the specifications provided?
A. In some respects, yes. However, there were significant deviations in a few of the signs, which led to BrightMart rejecting them.
Q. Did BrightMart provide specific feedback on why the signs were rejected?
A. Yes. They mentioned issues with dimensions, color accuracy, and placement. These issues were brought to our attention after installation.
Q. Was Summit made aware of these issues?
A. Yes, we communicated BrightMart’s feedback to Summit promptly after receiving it.
Q. Did Pinnacle withhold the final payment of $36,000 to Summit?
A. Yes, because of the missed deadline and the non-conformance of some signs with the agreed specifications.
Q. Let’s talk about the missed deadline. When did you first learn Summit would not meet the March 31, 2024, deadline?
A. Summit informed us in late March that they were experiencing supply chain delays and would not complete the installation on time.
Q. How did Pinnacle respond to this delay?
A. We informed BrightMart and tried to mitigate the impact, but there wasn’t much we could do at that point. BrightMart’s grand reopening plans were already in motion.
Q. Did BrightMart impose any penalties on Pinnacle due to this delay?
A. Yes, BrightMart reduced our consulting fees by $50,000 because of the missed deadline and their dissatisfaction with the signage.
Q. Do you believe Summit’s delay was justified?
A. They cited supply chain issues, but I believe better planning could have avoided the delays.
Q. Let’s discuss the letters exchanged between Summit and Pinnacle. Did you receive the letter from Mark Bennett dated April 20, 2024?
A. Yes, I did.
Q. In his letter, Mr. Bennett stated that the delays were caused by supply chain issues beyond Summit’s control. Do you agree with that statement?
A. I agree that there were supply chain disruptions, but I believe Summit could have taken additional steps to plan for those contingencies.
Q. Mr. Bennett also claimed that Pinnacle communicated undocumented changes during the project. Is that accurate?
A. We did communicate some changes verbally, and I admit that not all of them were formally documented.
Q. How did Pinnacle respond to Summit’s letter?
A. I responded with our own letter on April 27, 2024, outlining the reasons why we withheld the final payment and proposed a meeting to resolve the issues.
Q. In your response, you cited non-conformance with specifications as one of the reasons for withholding payment. What specific non-conformance issues were you referring to?
A. The signs did not meet some of the dimensions and color requirements outlined in the original specifications, and their placement at certain locations was inconsistent with BrightMart’s expectations.
Q. Did Pinnacle propose any resolution to address these issues?
A. Yes, we proposed meeting with Summit to discuss a potential reduction in the final payment to reflect the delays and non-conformance.
Q. Was that meeting ever scheduled?
A. No, Summit filed this lawsuit before we could finalize arrangements for the meeting.
EXAMINATION BY DEFENDANT’S COUNSEL
Q. Ms. Diaz, you testified that some design changes were communicated verbally. Can you clarify whether these changes were critical to the final product?
A. I wouldn’t say they were critical, but BrightMart was very particular about their branding, so even small deviations could be significant to them.
Q. Were the verbal changes Pinnacle communicated feasible for Summit to implement?
A. I believe so, but I’m not an expert in manufacturing. Summit didn’t raise any major concerns at the time.
Q. Did Pinnacle make any attempts to formally document the verbal changes?
A. Not always. We should have been more diligent about that.
Q. You mentioned that BrightMart’s approval was conditional. When exactly did you learn this?
A. It was in early March 2024, during a conversation with BrightMart’s project manager.
Q. Did you take any steps to inform Summit of this new information?
A. No, because I didn’t think it would change their performance under the contract.
Q. Regarding the $50,000 penalty, did BrightMart explicitly state that the penalty was due to Summit’s performance?
A. They cited the overall dissatisfaction with the project, which included the delays and the signage issues.
Q. Do you believe Summit acted in good faith throughout the project?
A. I believe they tried, but the missed deadlines and quality issues created significant challenges.
Q. Looking back, is there anything Pinnacle could have done differently to avoid these issues?
A. We could have been clearer in our communication and more proactive in documenting changes.
REDIRECT EXAMINATION BY PLAINTIFF’S COUNSEL
Q. Ms. Diaz, you testified that Pinnacle could have been more proactive in documenting changes. Would you agree that the lack of documentation created confusion for Summit?
A. It’s possible, yes. Better documentation might have avoided some of the disputes.
Q. Regarding BrightMart’s penalty, do you agree that Pinnacle’s own miscommunications contributed to BrightMart’s dissatisfaction?
A. I’ll admit that our communication with BrightMart wasn’t perfect.
Q. Finally, do you believe Summit fulfilled its obligations under the contract to the best of its ability given the circumstances?
A. I think they made an effort, but the results didn’t fully meet the expectations set out in the contract.
CERTIFICATION
Court Reporter – Sally Robinson
July 14, 2024
Federal Court Complaint – Summit v. Pinnacle
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
Summit Signs & Graphics, LLC,
Plaintiff,
v.
Pinnacle Retail Solutions, Inc.,
Defendant.
Civil Action No. ____________
COMPLAINT
Plaintiff, Summit Signs & Graphics, LLC (“Summit”), by and through its attorneys, Morris, Finch & Hartwell LLP, files this Complaint against Defendant, Pinnacle Retail Solutions, Inc. (“Pinnacle”), and alleges as follows:
PARTIES
- Plaintiff Summit Signs & Graphics, LLC is a limited liability company organized under the laws of the Commonwealth of Pennsylvania with its principal place of business in Pittsburgh, Pennsylvania.
- Defendant Pinnacle Retail Solutions, Inc. is a corporation organized under the laws of the State of Ohio with its principal place of business in Cleveland, Ohio.
JURISDICTION AND VENUE
- This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1332 because the parties are citizens of different states and the amount in controversy exceeds $75,000, exclusive of interest and costs.
- Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)(2) because a substantial part of the events giving rise to the claims occurred in this District.
FACTUAL BACKGROUND
- Summit specializes in designing, manufacturing, and installing custom signage for retail businesses.
- Pinnacle is a boutique consulting firm that provides services to small and mid-sized retailers, including facilitating custom signage projects for its clients.
- On or about January 15, 2024, Summit and Pinnacle entered into a written agreement (the “Agreement”) pursuant to which Summit agreed to design, manufacture, and install custom signage for six retail locations operated by Pinnacle’s client, BrightMart.
- Under the Agreement, Pinnacle was to pay Summit $120,000 in three installments: 30% ($36,000) upon signing, 40% ($48,000) upon delivery of the signage to the specified locations, and 30% ($36,000) upon completion of installation.
- The Agreement included a “time is of the essence” clause requiring completion of the project by March 31, 2024, to coincide with BrightMart’s grand reopening.
- Prior to entering the Agreement, Pinnacle’s CEO, Kevin Diaz, assured Summit’s owner, Mark Bennett, that BrightMart had fully approved the designs and secured funding for the project. These assurances were material to Summit’s decision to prioritize the project over other clients.
- Summit diligently performed under the Agreement but encountered delays in material procurement due to supply chain disruptions. Despite these delays, Summit completed installation on April 15, 2024.
- Pinnacle withheld the final payment of $36,000, alleging non-conformance with the specifications and missed deadlines. In reality, however, Summit adhered to the agreed-upon specifications and any alleged deviations were the result of Pinnacle’s last-minute, undocumented changes accommodated by Summit.
- Summit has suffered significant financial harm as a result of Pinnacle’s refusal to remit the final payment and prioritizing Pinnacle’s project to its detriment.
- Additionally, Diaz’s pre-contract assurances regarding BrightMart’s approval and funding were false and intended to induce Summit into entering the Agreement.
CAUSES OF ACTION
COUNT I – Breach of Contract
- Plaintiff incorporates the allegations set forth in paragraphs 1 through 14 as if fully set forth herein.
- The Agreement constitutes a valid and enforceable contract between Summit and Pinnacle.
- Summit performed all material obligations under the Agreement.
- Pinnacle breached the Agreement by failing to remit the final payment of $36,000.
- As a direct and proximate result of Pinnacle’s breach, Summit has suffered damages, including the unpaid $36,000 and $20,000 in lost business opportunities.
WHEREFORE, Summit respectfully requests that this Court enter judgment in its favor and against Pinnacle, awarding: a. Compensatory damages in an amount to be determined at trial, including but not limited to $56,000; b. Pre-judgment and post-judgment interest; c. Costs and attorneys’ fees; and d. Such other relief as the Court deems just and proper.
COUNT II – Fraudulent Inducement
- Plaintiff incorporates the allegations set forth in paragraphs 1 through 19 as if fully set forth herein.
- Prior to entering the Agreement, Diaz, acting on behalf of Pinnacle, knowingly made false representations regarding BrightMart’s funding and approval of the project.
- Diaz’s statements were material to Summit’s decision to prioritize Pinnacle’s project and accept the terms of the Agreement.
- Summit reasonably relied on Diaz’s representations to its detriment.
- As a direct and proximate result of Pinnacle’s fraudulent inducement, Summit has suffered damages, including financial harm and loss of business opportunities.
WHEREFORE, Summit respectfully requests that this Court enter judgment in its favor and against Pinnacle, awarding: a. Compensatory damages in an amount to be determined at trial; b. Punitive damages; c. Pre-judgment and post-judgment interest; d. Costs and attorneys’ fees; and e. Such other relief as the Court deems just and proper.
DEMAND FOR JURY TRIAL
Plaintiff hereby demands a trial by jury on all issues so triable.
Date: June 1, 2024
MORRIS, FINCH & HARTWELL LLP
By: ________/s/______________
James Morris, Esq.
PA ID# 308440
150 Grant Street
Pittsburgh, PA 15249
412-567-8901
Attorneys for Plaintiff
Summit Signs & Graphics, LLC
4/27/2024 – Response Letter From Pinnacle to Summit
Pinnacle Retail Solutions, Inc.
250 Akron Ave.
Cleveland, OH 44101
April 27, 2024
Mark Bennett
Owner
Summit Signs & Graphics, LLC
100 Grant Street
Pittsburgh, PA 15249
Subject: Response to Demand for Payment
Dear Mr. Bennett,
Thank you for your letter dated April 20, 2024, regarding the BrightMart signage project. While Pinnacle Retail Solutions, Inc. (“Pinnacle”) values its partnership with Summit Signs & Graphics, LLC (“Summit”), we must address the concerns you raised and reiterate the reasons for our withholding of the final payment under the Agreement dated January 15, 2024.
First, as outlined in the Agreement, the completion of the project by March 31, 2024, was a critical term due to BrightMart’s grand reopening event. Summit’s failure to meet this deadline significantly impacted the event’s success and resulted in BrightMart imposing a $50,000 penalty on Pinnacle. While we acknowledge the supply chain disruptions cited by Summit, we believe that better contingency planning could have mitigated these delays.
Second, BrightMart identified multiple issues with the delivered signage, including deviations from the agreed-upon specifications in terms of dimensions, color accuracy, and placement. These discrepancies were documented and communicated to Summit following installation. Your assertion that these deviations stemmed from undocumented changes is unfounded. Pinnacle provided all design revisions in a timely manner and within the framework of the Agreement.
Regarding your claim that Pinnacle provided assurances about BrightMart’s approvals and funding, we maintain that these statements were based on information provided to us by BrightMart and were made in good faith. At no point did Pinnacle intend to mislead or induce Summit into accepting the project under false pretenses.
While Pinnacle understands Summit’s position, we cannot remit the final payment of $36,000 until the issues related to the delays and non-conformance are resolved. We propose a meeting to discuss a mutually acceptable resolution, which may include a reduction of the final payment to account for the damages incurred by Pinnacle as a result of Summit’s performance.
Please let us know your availability to meet within the next two weeks. Pinnacle remains committed to resolving this matter amicably and maintaining a positive relationship with Summit.
Sincerely,
Kevin Diaz
CEO
Pinnacle Retail Solutions, Inc.
4/20/2024 – Letter from Summit to Pinnacle
Summit Signs & Graphics, LLC
100 Grant Street
Pittsburgh, PA 15249
April 20, 2024
Kevin Diaz, CEO
Pinnacle Retail Solutions, Inc.
250 Akron Ave.
Cleveland, OH
Subject: Demand for Payment Under Agreement Dated January 15, 2024
Dear Mr. Diaz,
I am writing to address the outstanding payment issue under the agreement dated January 15, 2024 (the “Agreement”) between Summit Signs & Graphics, LLC (“Summit”) and Pinnacle Retail Solutions, Inc. (“Pinnacle”). As you know, Summit completed the design, manufacturing, and installation of custom signage for BrightMart’s retail locations on April 15, 2024. While we recognize that the project was completed after the March 31, 2024, deadline, this delay was caused by unforeseen supply chain disruptions, which were communicated to you promptly and in good faith.
Despite these challenges, Summit worked diligently to ensure the final product met the agreed-upon specifications. Any perceived deviations from the specifications stemmed from verbal modifications communicated by Pinnacle’s representatives during the course of the project. These changes were implemented to accommodate Pinnacle’s evolving requests, and we received no indication at the time that they were problematic.
Summit’s efforts to prioritize your project, often at the expense of other client commitments, demonstrate our commitment to meeting Pinnacle’s needs. Furthermore, your assurances regarding BrightMart’s funding and approvals were critical to our decision to undertake the project under expedited conditions. The subsequent withholding of the final payment of $36,000 constitutes a breach of the Agreement and has caused Summit significant financial harm.
We hereby demand that Pinnacle remit the outstanding payment of $36,000 within 10 business days from the date of this letter. Failure to do so will leave Summit with no choice but to pursue all available legal remedies to recover the full amount owed, including damages resulting from Pinnacle’s breach. We remain willing to discuss this matter to reach an amicable resolution and avoid litigation.
Please contact me directly at 412-123-4567 or m.bennett@summit.com to discuss further.
Sincerely,
Mark Bennett
Owner
Summit Signs & Graphics, LLC
Contract between Summit and Pinnacle
Commercial Agreement
This Commercial Agreement (“Agreement”) is entered into as of January 15, 2024 (the “Effective Date”), by and between Summit Signs & Graphics, LLC (“Summit”), a company organized under the laws of Pennsylvania, with its principal place of business at 100 Grant Street, Pittsburgh, PA, and Pinnacle Retail Solutions, Inc. (“Pinnacle”), a company organized under the laws of Ohio, with its principal place of business at 250 Akron Ave., Cleveland, OH. Summit and Pinnacle are collectively referred to herein as the “Parties.”
Recitals: WHEREAS, Summit is in the business of designing, manufacturing, and installing custom signage for retail businesses; WHEREAS, Pinnacle provides consulting services to small and mid-sized retailers, including facilitating custom signage projects for its clients; WHEREAS, Pinnacle desires to engage Summit to design, manufacture, and install custom signage for six retail locations operated by Pinnacle’s client, BrightMart; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Scope of Work
1.1 Summit shall design, manufacture, and install custom signage (the “Signs”) for six BrightMart retail locations (the “Project”) in accordance with the design parameters provided by Pinnacle in Exhibit A. 1.2 Summit shall adhere to the timeline provided in Section 2 of this Agreement and ensure all deliverables meet the specifications detailed in Exhibit A.
2. Timeline
2.1 Time is of the essence for this Agreement. Summit shall complete the Project by March 31, 2024, to coincide with BrightMart’s grand reopening event. 2.2 If Summit anticipates delays in meeting the March 31 deadline, it shall notify Pinnacle in writing within 48 hours of identifying the delay and provide a proposed mitigation plan.
3. Compensation
3.1 Pinnacle shall pay Summit a total of $120,000 for the Project, to be disbursed as follows:
- 30% ($36,000) upon execution of this Agreement;
- 40% ($48,000) upon delivery of the Signs to the specified locations;
- 30% ($36,000) upon completion of installation and final acceptance of the Signs by Pinnacle and BrightMart. 3.2 Pinnacle shall remit payment within 15 days of receiving a valid invoice from Summit for each milestone. 3.3 Pinnacle reserves the right to withhold final payment if the Signs do not conform to the specifications in Exhibit A or if installation is not completed by the deadline.
4. Design Specifications
4.1 Pinnacle shall provide all design parameters, including dimensions, color schemes, and placement requirements, no later than January 20, 2024. 4.2 Any changes to the design specifications must be mutually agreed upon in writing and may result in adjustments to the timeline or compensation.
5. Representations and Warranties
5.1 Pinnacle represents and warrants that: a. It has obtained all necessary approvals from BrightMart for the design parameters provided to Summit. b. BrightMart’s funding for the Project is secured. 5.2 Summit represents and warrants that: a. It will perform all work in a professional and workmanlike manner. b. It will use commercially reasonable efforts to meet the deadlines specified in this Agreement.
6. Indemnification
6.1 Summit agrees to indemnify and hold Pinnacle harmless from and against any claims, damages, or liabilities arising from Summit’s breach of this Agreement, including failure to meet the design specifications or deadlines. 6.2 Pinnacle agrees to indemnify and hold Summit harmless from and against any claims, damages, or liabilities arising from Pinnacle’s breach of this Agreement or misrepresentation of BrightMart’s approvals or funding.
7. Termination
7.1 Either Party may terminate this Agreement for cause if the other Party materially breaches its obligations and fails to cure such breach within 10 business days of receiving written notice. 7.2 In the event of termination, Summit shall be compensated for work completed up to the date of termination.
8. Miscellaneous
8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania.
8.2 Entire Agreement: This Agreement, including Exhibit A, constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, and understandings.
8.3 Notices: Any notices required under this Agreement shall be delivered to the Parties at their respective addresses set forth above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Summit Signs & Graphics, LLC
By: ___/s/_________________________
Mark Bennett, CEO
Date: 1/15/2024
Pinnacle Retail Solutions, Inc.
By: __/s/__________________________
Kevin Diaz, Owner & CEO
Date: 1/15/2024
Fact Pattern – Summit v. Pinnacle Dispute
Summit Signs & Graphics, LLC (“Summit”), a small business specializing in custom signage for retail stores, entered into a commercial agreement with Pinnacle Retail Solutions, Inc. (“Pinnacle”), a boutique firm that provides consulting services to small and mid-sized retailers. The agreement, executed on January 15, 2024, outlined that Summit would design, manufacture, and install custom signage for six retail locations operated by Pinnacle’s client, BrightMart. In exchange, Pinnacle agreed to pay Summit a total of $120,000, payable in three installments: 30% upon signing, 40% upon delivery of the signs to the locations, and 30% upon completion of the installation.
The dispute arises from the execution and performance of the agreement.
Background and Key Provisions:
Under the terms of the agreement, Pinnacle provided Summit with specific design parameters, including the dimensions, color schemes, and placement requirements for the signs. The agreement also contained a “time is of the essence” clause, with a deadline for project completion by March 31, 2024, to coincide with BrightMart’s grand reopening event.
Before signing the agreement, Pinnacle’s CEO, Kevin Diaz, assured Summit’s owner, Mark Bennett, that BrightMart’s expansion plan was fully funded and that BrightMart had already approved the designs. These assurances were critical to Summit’s decision to prioritize the project over other client work.
Disputed Facts:
· Missed Deadlines: Summit experienced delays in procuring materials due to supply chain issues and was unable to complete installation by the March 31 deadline. By the time the installation was completed on April 15, 2024, BrightMart’s grand reopening had already occurred, leading to dissatisfaction from BrightMart and a reduced consulting fee for Pinnacle. Summit argues that the delays were beyond its control and that Pinnacle was aware of potential supply chain issues but failed to act proactively to mitigate them.
· Design Discrepancies: Upon delivery, BrightMart rejected several signs, claiming that they did not conform to the agreed-upon specifications. Pinnacle withheld the final installment of $36,000 from Summit, citing these issues. Summit maintains that it followed the design specifications provided by Pinnacle but alleges that Pinnacle made last-minute changes that were neither documented nor approved in writing.
Fraudulent Inducement Allegations:
Summit alleges that Diaz’s assurances about BrightMart’s approval and funding were knowingly false and intended to induce Summit to accept the project on an expedited timeline. Summit argues that BrightMart’s funding was in fact conditional, and its approval of the designs was never finalized. Diaz counters that his statements were based on information provided to him by BrightMart and that he had no intent to mislead Summit.
Damages Claimed:
· Summit claims $36,000 in unpaid fees and an additional $20,000 for loss of business caused by prioritizing Pinnacle’s project over other clients.
· Pinnacle counters that Summit’s delays and design errors caused BrightMart to impose a $50,000 reduction in Pinnacle’s consulting fees, for which Pinnacle is seeking reimbursement from Summit.
Key Witnesses:
· Mark Bennett (Summit): Owner of Summit Signs & Graphics, responsible for project management and communication with Pinnacle.
· Kevin Diaz (Pinnacle): CEO of Pinnacle Retail Solutions, who negotiated and oversaw the agreement and acted as the intermediary between Summit and BrightMart.
§ Demographic and Personality Traits:
§ 47 years old
§ Male
§ From the Midwest originally
§ Intelligent
§ Articulate
§ Business savvy
§ Polite but stands his ground
§ Answers questions directly and makes admissions when he must
§ Will provide answer in manner most favorable to Pinnacle’s position if the question allows for elaboration (i.e., is not leading, a yes/no question) even if the information is outside of the case materials record (for example, he may introduce new, unhelpful facts if he iis asked – why, how, explain)
§ Undergraduate degree – business Ohio State
§ MBA – University of Akron
The fact pattern presents good and bad facts for both parties, as follows:
· Good for Summit: Supply chain issues were beyond its control; Pinnacle allegedly failed to document changes.
· Bad for Summit: Missed the critical deadline and delivered non-compliant designs.
· Good for Pinnacle: BrightMart’s dissatisfaction appears to stem from Summit’s delays and non-conformance.
· Bad for Pinnacle: Diaz’s assurances may have been misleading or premature.