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Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305
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IN THE COURT OF COMMON PLEAS
FRANKLIN COUNTY, OHIO
ED MAP, INC.,
Plaintiff, Case No. 18-CV-002305
vs.
DELTA CAREER EDUCATION Judge David Cain
CORPORATION, ET AL.,
Defendants.
ANCORA DEFENDANTS’ MEMORANDUM CONTRA
PLAINTIFF’S MOTION FOR LEAVE TO FILE A SURREPLY
INTRODUCTION
Plaintiff, having relied entirely to date on conclusory allegations from its own pleadings
and earnestly assuring this Court that this was more than sufficient to meet the evidence submitted
by the Ancora Defendants in support of their motion to dismiss, has done a complete about face.
In its recently filed motion for leave to submit a surreply, Plaintiff begs without justification or
explanation for additional time to do what it should have done in its initial response to the Ancora
Defendants’ motion.! It also improperly proffers a raft of new materials in the form of an affidavit
from its CFO (“Smith Affidavit”) and attached documents — all of which were readily available to
it at the time the Ancora Defendants first asserted the lack of minimum contacts with Ohio.
! Plaintiff's motion is a refiled version of the motion filed on July 16, 2018, which the Court denied without
prejudice due to lack of a proper signature. This refiled iteration is accompanied by a new two-page memorandum in
support which adds nothing of substance but asserts without any support whatsoever that the Ancora Defendants “seek
to avoid any jurisdictional discovery that would reveal unfavorable evidence.” This is misleading at best. Plaintiff is
simply trying to divert attention away from its own lack of diligence in seeking jurisdictional discovery in response
to the Ancora Defendants’ motion to dismiss. Nothing prohibited Plaintiff from obtaining such discovery at the
appropriate time—when the parties were briefing the Ancora Defendants’ motion. Instead, Plaintiff elected to oppose
the Ancora Defendants’ motion by relying solely on the conclusory allegations in its pleadings. Plaintiff is merely
seeking to salvage the situation by pointing the finger unfairly and without basis at the Ancora Defendants.
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The Court should reject this belated Hail Mary. Plaintiff's effort is inexcusably late, and
it adds nothing of value to the question of whether personal jurisdiction exists over the Ancora
Defendants. If granted, Plaintiffs motion will only drag these proceedings out further and force
the Ancora Defendants to expend additional time and money responding to Plaintiff's belated and
desperate effort to salvage its perceived home court advantage.
IL. LAW AND ARGUMENT
A. The Proffered Surreply And Affidavit Are Untimely
In conjunction with their motion to dismiss for lack of personal jurisdiction, the Ancora
Defendants tendered the detailed affidavit of their CEO, Michael Zawisky. By contrast, Plaintiffs
memorandum contra offered no evidence at all in support of its various theories of personal
jurisdiction. Plaintiff did not acknowledge, let alone rebut, the unequivocal evidence showing that
the Ancora Defendants never assumed the contract at issue in this case or had any other relevant
contact with Ohio. Instead, as detailed in the Ancora Defendants’ reply brief (“Reply”), Plaintiff
simply parroted conclusory allegations from its own unverified First Amended Complaint. As a
result, under the law cited in both the Reply and the Ancora Defendant’s initial moving papers,
Plaintiff failed to meet its burden under Rule 12(B)(2) to make a prima facie showing of personal
jurisdiction
Now, under the peculiar guise of a proffered surreply repeating the argument that Plaintiff
has no burden to introduce evidence, Plaintiff nonetheless seeks to re-open briefing on the motion
to dismiss and introduce evidence for the first time. This is improper and should not be permitted.
First, the Reply did not make any new factual allegations — it relied on the same affidavit that the
Ancora Defendants filed in support of their initial moving papers. As such, nothing in the Reply
justifies Plaintiff's prejudicial attempt to supplement the factual record after the close of ordinary
briefing. Second, all of the information alleged in the Smith Affidavit was equally available to
Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305
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Plaintiff at the time it filed its memorandum contra — the appropriate time for Plaintiff to have
introduced purported evidence in support of personal jurisdiction. This includes the portions of
the asset purchase agreement (“APA”) attached to the affidavit, which the Ancora Defendants
provided to Plaintiff before the commencement of this litigation. See Smith Aff, § 13. There is no
just reason that Plaintiff should be permitted to introduce any new evidence at this late stage
Indeed, Plaintiff does not even attempt to offer a rationale or explanation for not offering this
material sooner. Briefing on this matter is closed and, despite ample opportunity, Plaintiff,
apparently by choice, put forth no evidence to support a prima facie showing of personal
jurisdiction. For this reason, all claims against the Ancora Defendants should be dismissed for
lack of personal jurisdiction without further delay.
B. No Surreply Is Warranted Because Plaintiffs Proposed Filing Simply
Expands On The Erroneous Position Taken In Its Initial Brief
The claimed purpose of the proffered surreply is to dispute the straightforward proposition
that Plaintiff must support its theories of personal jurisdiction with at least some evidence.
Notwithstanding its rather transparent effort to introduce new evidence, Plaintiff argues, at least
initially, that, unless the Court holds an evidentiary hearing, it has no obligation to come forward
with evidence rebutting the affidavit introduced by the Ancora Defendants. In furtherance of this
incorrect position, Plaintiff notes that, “[a]t the evidentiary hearing or the trial, the plaintiff still
bears the burden of proving [personal] jurisdiction by a preponderance of the evidence.” Giachetti
y. Holmes, 14 Ohio App. 3d 306, 307 (8th Dist. 1984) Plaintiff, however, has misread the
applicable case law
Giachetti does not stand for the proposition that no evidence is required absent an
evidentiary hearing. /d. Instead, Giachetti simply holds that a lower burden of persuasion applies:
Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305
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If the court holds no evidentiary hearing, the plaintiff need only
make a prima facie showing of jurisdiction to withstand the motion
to dismiss. If plaintiff produces evidence from which reasonable
minds could find personal jurisdiction, the court must refuse
dismissal, absent an evidentiary hearing.
Id. (emphasis supplied). The Tenth District Court of Appeals applies the same standard: “A prima
facie showing exists if a plaintiff produces sufficient evidence to allow reasonable minds to
conclude that the trial court has personal jurisdiction.” Joffe v. Cable Tech, Inc., 163 Ohio App:
3d 479, 486 (10th Dist. 2005); see also Robinson v. Koch Refining Co., No. 98-AP-900, 1999 Ohio
App. LEXIS 2682 (10th Dist. June 17, 1999) (“While the trial court must view all evidence most
favorably to the non-moving parties and resolve all competing inferences in their favor, [plaintiffs]
were required to present some evidence supporting their claim of agency” in order to establish a
prima facie showing of personal jurisdiction).
The authorities upon which Plaintiff relies do not establish otherwise and are easily
distinguished. In Reed Elsevier, Inc. v. Feder, 2nd Dist. Montgomery No. 26680, 2015-Ohio-
5013, 4 4, the court specifically notes that the defendant submitted no evidence in support of his
motion to dismiss for lack of personal jurisdiction. Additionally, the defendant admitted entering
a contract with the plaintiff that contained a forum-selection provision. /d. at ] 3
The other case cited by Plaintiff, Clow Water Systems, also involves the defendant
admitting that it entered a contract with a forum-selection provision. Clow Water Sys. Co. v.
Guiliani Assocs., No. 99-CA-008, 1999 Ohio App. LEXIS 3872 (5th Dist. Aug. 18, 1999)
Here, by contrast, the Ancora Defendants correctly stated the law in their original briefs
and properly introduced unrebutted evidence that they did not assume Plaintiff's contract with
Delta. Zawisky Aff. at [§ 7, 9. In short, Plaintiff's proffered justification for the surreply is little
more than subterfuge to disguise its own failure to make a prima facie showing of jurisdiction
during the original round of briefing
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Cc. In The Event The Court Elects To Consider The Surreply And Plaintiff’s Late
“Evidence” Fundamental Fairness Requires That The Ancora Defendants Be
Permitted To File A Response
The Court should deny Plaintiffs motion for the reasons stated above. That said, if the
Court elects to consider the surreply, justice requires that the Ancora Defendants be permitted to
file a response, particularly as it pertains to the belated evidentiary material submitted by Plaintiff.
The proposed surreply is rife with factual allegations lacking any evidentiary support. For
example, Plaintiff alleges that, in January 2018, it “shipped educational materials to students who
were enrolled in courses at colleges that Ancora Holdings acquired from Delta.” Proffered Sur-
Reply, at 5. In support of this statement, Plaintiff cites Paragraph 11 of the Smith Affidavit, which
merely avers that Plaintiff, under the Delta Contract, “shipped books and educational materials to
students, including students residing in Ohio, in January 2018.”? Smith Aff, 4.11. With no support
whatsoever, Plaintiff alleges that “the debt owed for those supplies related to the ongoing operation
of the Delta assets that Ancora Holdings acquired.” Proffered Sur-Reply, at 5. This is little better
than a repackaging of the conclusory statements made in Plaintiff's amended complaint.
Plaintiff also claims, without any evidentiary basis, that Ancora has “engag[ed] students in
Ohio in their colleges and online courses.” /d. It would be extremely prejudicial for the Court to
consider these allegations, even if they were properly supported by evidence, without permitting
the Ancora Defendants the opportunity to respond in detail. Such an opportunity would have been
ample in the original round of briefing had Plaintiff not flouted its obligation to raise such
allegations in its memorandum contra. The potential prejudice to the Ancora Defendants is further
? Neither the Smith Affidavit nor any evidence in the record indicates at which schools the students who allegedly
received these materials were enrolled and whether or not said schools were acquired by the Ancora Defendants.
Further, there is no indication whether the alleged “students residing in Ohio” were enrolled in schools located in
Ohio. In any case, the Ancora Defendants do not operate any schools in Ohio or have any other physical presence
there. Zawisky Aff. 44.
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magnified when, as here, the allegations lack any real evidentiary basis. Accordingly, in the event
the Court grants Plaintiff leave to file its proposed surreply, or even considers the material
referenced therein, the Ancora Defendants respectfully request at least 14 days from the date of
such Order to file a response brief and supporting affidavits.
Til. CONCLUSION
For the foregoing reasons, the Ancora Defendants respectfully ask that Plaintiffs motion
for leave to file a surreply be denied, and that the Ancora Defendants’ motion to dismiss for lack
of personal jurisdiction be granted forthwith
Respectfully submitted,
isi C. Craig Woods
C. Craig Woods (0010732)
Andrew H. King (0092539)
Michael T. Mullaly (0090202)
SQUIRE PATTON BoGcs (US) LLP
2000 Huntington Center
41 South High Street
Columbus, Ohio 43215
Telephone: (614) 365-2700
Facsimile: (614) 365-2499
craig. woods@squirepb.com
andrew.king@squirepb.com
michael.mullaly@squirepb.com
Attorneys for the Ancora Defendants
Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305
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CERTIFICATE OF SERVICE
The undersigned hereby certifies that a true and accurate copy of the foregoing was served
this 31st day of July, 2018, via the Court’s electronic filing system and/or by regular U.S. Mail,
upon the following
Elizabeth L. Moyo Delta Career Education Corporation
Allen T. Carter 99 Canal Center Plaza, Suite 501
Porter, Wright, Morris & Arthur LLP Alexandria, VA 22314
41 South High Street
Columbus, OH 43215
emoyo@porterwright.com
acarter@porterwright.com
Attorneys for Plaintiff
Atlantic Coast Colleges, Inc. Berks Technical Institute, Inc
c/o Corporation Service Company c/o Corporation Service Company
2626 Glenwood Ave., Suite 550 251 Little Falls Drive
Raleigh, NC 27608 Wilmington, DE 19808
McCann Education Centers, Inc. McCann School of Business and
c/o Corporation Service Company Technology, Inc.
2595 Interstate Drive, Suite 103 c/o Donald C. Douglass, Jr.
Harrisburg, PA 17110 3320 West Esplanade Ave. North
Metairie, LA 70002
Miller-Motte Business College, Inc Palmetto Technical College, Inc.
c/o Corporation Service Company c/o VB Business Services, LLC
2626 Glenwood Ave., Suite 550 500 World Trade Ctr.
Raleigh, NC 27608 101 W. Main Street
Norfolk, VA 23510
Piedmont Business Colleges, Inc.
c/o Corporation Service Company
2626 Glenwood Ave., Suite 550
Raleigh, NC 27608
/s/ Michael T. Mullaly
Michael T. Mullaly (0090202)
Preview
Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305 0E259 - 050 IN THE COURT OF COMMON PLEAS FRANKLIN COUNTY, OHIO ED MAP, INC., Plaintiff, Case No. 18-CV-002305 vs. DELTA CAREER EDUCATION Judge David Cain CORPORATION, ET AL., Defendants. ANCORA DEFENDANTS’ MEMORANDUM CONTRA PLAINTIFF’S MOTION FOR LEAVE TO FILE A SURREPLY INTRODUCTION Plaintiff, having relied entirely to date on conclusory allegations from its own pleadings and earnestly assuring this Court that this was more than sufficient to meet the evidence submitted by the Ancora Defendants in support of their motion to dismiss, has done a complete about face. In its recently filed motion for leave to submit a surreply, Plaintiff begs without justification or explanation for additional time to do what it should have done in its initial response to the Ancora Defendants’ motion.! It also improperly proffers a raft of new materials in the form of an affidavit from its CFO (“Smith Affidavit”) and attached documents — all of which were readily available to it at the time the Ancora Defendants first asserted the lack of minimum contacts with Ohio. ! Plaintiff's motion is a refiled version of the motion filed on July 16, 2018, which the Court denied without prejudice due to lack of a proper signature. This refiled iteration is accompanied by a new two-page memorandum in support which adds nothing of substance but asserts without any support whatsoever that the Ancora Defendants “seek to avoid any jurisdictional discovery that would reveal unfavorable evidence.” This is misleading at best. Plaintiff is simply trying to divert attention away from its own lack of diligence in seeking jurisdictional discovery in response to the Ancora Defendants’ motion to dismiss. Nothing prohibited Plaintiff from obtaining such discovery at the appropriate time—when the parties were briefing the Ancora Defendants’ motion. Instead, Plaintiff elected to oppose the Ancora Defendants’ motion by relying solely on the conclusory allegations in its pleadings. Plaintiff is merely seeking to salvage the situation by pointing the finger unfairly and without basis at the Ancora Defendants. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305 0E259 - O51 The Court should reject this belated Hail Mary. Plaintiff's effort is inexcusably late, and it adds nothing of value to the question of whether personal jurisdiction exists over the Ancora Defendants. If granted, Plaintiffs motion will only drag these proceedings out further and force the Ancora Defendants to expend additional time and money responding to Plaintiff's belated and desperate effort to salvage its perceived home court advantage. IL. LAW AND ARGUMENT A. The Proffered Surreply And Affidavit Are Untimely In conjunction with their motion to dismiss for lack of personal jurisdiction, the Ancora Defendants tendered the detailed affidavit of their CEO, Michael Zawisky. By contrast, Plaintiffs memorandum contra offered no evidence at all in support of its various theories of personal jurisdiction. Plaintiff did not acknowledge, let alone rebut, the unequivocal evidence showing that the Ancora Defendants never assumed the contract at issue in this case or had any other relevant contact with Ohio. Instead, as detailed in the Ancora Defendants’ reply brief (“Reply”), Plaintiff simply parroted conclusory allegations from its own unverified First Amended Complaint. As a result, under the law cited in both the Reply and the Ancora Defendant’s initial moving papers, Plaintiff failed to meet its burden under Rule 12(B)(2) to make a prima facie showing of personal jurisdiction Now, under the peculiar guise of a proffered surreply repeating the argument that Plaintiff has no burden to introduce evidence, Plaintiff nonetheless seeks to re-open briefing on the motion to dismiss and introduce evidence for the first time. This is improper and should not be permitted. First, the Reply did not make any new factual allegations — it relied on the same affidavit that the Ancora Defendants filed in support of their initial moving papers. As such, nothing in the Reply justifies Plaintiff's prejudicial attempt to supplement the factual record after the close of ordinary briefing. Second, all of the information alleged in the Smith Affidavit was equally available to Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305 0E259 - 052 Plaintiff at the time it filed its memorandum contra — the appropriate time for Plaintiff to have introduced purported evidence in support of personal jurisdiction. This includes the portions of the asset purchase agreement (“APA”) attached to the affidavit, which the Ancora Defendants provided to Plaintiff before the commencement of this litigation. See Smith Aff, § 13. There is no just reason that Plaintiff should be permitted to introduce any new evidence at this late stage Indeed, Plaintiff does not even attempt to offer a rationale or explanation for not offering this material sooner. Briefing on this matter is closed and, despite ample opportunity, Plaintiff, apparently by choice, put forth no evidence to support a prima facie showing of personal jurisdiction. For this reason, all claims against the Ancora Defendants should be dismissed for lack of personal jurisdiction without further delay. B. No Surreply Is Warranted Because Plaintiffs Proposed Filing Simply Expands On The Erroneous Position Taken In Its Initial Brief The claimed purpose of the proffered surreply is to dispute the straightforward proposition that Plaintiff must support its theories of personal jurisdiction with at least some evidence. Notwithstanding its rather transparent effort to introduce new evidence, Plaintiff argues, at least initially, that, unless the Court holds an evidentiary hearing, it has no obligation to come forward with evidence rebutting the affidavit introduced by the Ancora Defendants. In furtherance of this incorrect position, Plaintiff notes that, “[a]t the evidentiary hearing or the trial, the plaintiff still bears the burden of proving [personal] jurisdiction by a preponderance of the evidence.” Giachetti y. Holmes, 14 Ohio App. 3d 306, 307 (8th Dist. 1984) Plaintiff, however, has misread the applicable case law Giachetti does not stand for the proposition that no evidence is required absent an evidentiary hearing. /d. Instead, Giachetti simply holds that a lower burden of persuasion applies: Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305 0E259 - 053 If the court holds no evidentiary hearing, the plaintiff need only make a prima facie showing of jurisdiction to withstand the motion to dismiss. If plaintiff produces evidence from which reasonable minds could find personal jurisdiction, the court must refuse dismissal, absent an evidentiary hearing. Id. (emphasis supplied). The Tenth District Court of Appeals applies the same standard: “A prima facie showing exists if a plaintiff produces sufficient evidence to allow reasonable minds to conclude that the trial court has personal jurisdiction.” Joffe v. Cable Tech, Inc., 163 Ohio App: 3d 479, 486 (10th Dist. 2005); see also Robinson v. Koch Refining Co., No. 98-AP-900, 1999 Ohio App. LEXIS 2682 (10th Dist. June 17, 1999) (“While the trial court must view all evidence most favorably to the non-moving parties and resolve all competing inferences in their favor, [plaintiffs] were required to present some evidence supporting their claim of agency” in order to establish a prima facie showing of personal jurisdiction). The authorities upon which Plaintiff relies do not establish otherwise and are easily distinguished. In Reed Elsevier, Inc. v. Feder, 2nd Dist. Montgomery No. 26680, 2015-Ohio- 5013, 4 4, the court specifically notes that the defendant submitted no evidence in support of his motion to dismiss for lack of personal jurisdiction. Additionally, the defendant admitted entering a contract with the plaintiff that contained a forum-selection provision. /d. at ] 3 The other case cited by Plaintiff, Clow Water Systems, also involves the defendant admitting that it entered a contract with a forum-selection provision. Clow Water Sys. Co. v. Guiliani Assocs., No. 99-CA-008, 1999 Ohio App. LEXIS 3872 (5th Dist. Aug. 18, 1999) Here, by contrast, the Ancora Defendants correctly stated the law in their original briefs and properly introduced unrebutted evidence that they did not assume Plaintiff's contract with Delta. Zawisky Aff. at [§ 7, 9. In short, Plaintiff's proffered justification for the surreply is little more than subterfuge to disguise its own failure to make a prima facie showing of jurisdiction during the original round of briefing Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305 0E259 - O54 Cc. In The Event The Court Elects To Consider The Surreply And Plaintiff’s Late “Evidence” Fundamental Fairness Requires That The Ancora Defendants Be Permitted To File A Response The Court should deny Plaintiffs motion for the reasons stated above. That said, if the Court elects to consider the surreply, justice requires that the Ancora Defendants be permitted to file a response, particularly as it pertains to the belated evidentiary material submitted by Plaintiff. The proposed surreply is rife with factual allegations lacking any evidentiary support. For example, Plaintiff alleges that, in January 2018, it “shipped educational materials to students who were enrolled in courses at colleges that Ancora Holdings acquired from Delta.” Proffered Sur- Reply, at 5. In support of this statement, Plaintiff cites Paragraph 11 of the Smith Affidavit, which merely avers that Plaintiff, under the Delta Contract, “shipped books and educational materials to students, including students residing in Ohio, in January 2018.”? Smith Aff, 4.11. With no support whatsoever, Plaintiff alleges that “the debt owed for those supplies related to the ongoing operation of the Delta assets that Ancora Holdings acquired.” Proffered Sur-Reply, at 5. This is little better than a repackaging of the conclusory statements made in Plaintiff's amended complaint. Plaintiff also claims, without any evidentiary basis, that Ancora has “engag[ed] students in Ohio in their colleges and online courses.” /d. It would be extremely prejudicial for the Court to consider these allegations, even if they were properly supported by evidence, without permitting the Ancora Defendants the opportunity to respond in detail. Such an opportunity would have been ample in the original round of briefing had Plaintiff not flouted its obligation to raise such allegations in its memorandum contra. The potential prejudice to the Ancora Defendants is further ? Neither the Smith Affidavit nor any evidence in the record indicates at which schools the students who allegedly received these materials were enrolled and whether or not said schools were acquired by the Ancora Defendants. Further, there is no indication whether the alleged “students residing in Ohio” were enrolled in schools located in Ohio. In any case, the Ancora Defendants do not operate any schools in Ohio or have any other physical presence there. Zawisky Aff. 44. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305 0E259 - O55 magnified when, as here, the allegations lack any real evidentiary basis. Accordingly, in the event the Court grants Plaintiff leave to file its proposed surreply, or even considers the material referenced therein, the Ancora Defendants respectfully request at least 14 days from the date of such Order to file a response brief and supporting affidavits. Til. CONCLUSION For the foregoing reasons, the Ancora Defendants respectfully ask that Plaintiffs motion for leave to file a surreply be denied, and that the Ancora Defendants’ motion to dismiss for lack of personal jurisdiction be granted forthwith Respectfully submitted, isi C. Craig Woods C. Craig Woods (0010732) Andrew H. King (0092539) Michael T. Mullaly (0090202) SQUIRE PATTON BoGcs (US) LLP 2000 Huntington Center 41 South High Street Columbus, Ohio 43215 Telephone: (614) 365-2700 Facsimile: (614) 365-2499 craig. woods@squirepb.com andrew.king@squirepb.com michael.mullaly@squirepb.com Attorneys for the Ancora Defendants Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jul 31 5:53 PM-18CV002305 0E259 - O56 CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and accurate copy of the foregoing was served this 31st day of July, 2018, via the Court’s electronic filing system and/or by regular U.S. Mail, upon the following Elizabeth L. Moyo Delta Career Education Corporation Allen T. Carter 99 Canal Center Plaza, Suite 501 Porter, Wright, Morris & Arthur LLP Alexandria, VA 22314 41 South High Street Columbus, OH 43215 emoyo@porterwright.com acarter@porterwright.com Attorneys for Plaintiff Atlantic Coast Colleges, Inc. Berks Technical Institute, Inc c/o Corporation Service Company c/o Corporation Service Company 2626 Glenwood Ave., Suite 550 251 Little Falls Drive Raleigh, NC 27608 Wilmington, DE 19808 McCann Education Centers, Inc. McCann School of Business and c/o Corporation Service Company Technology, Inc. 2595 Interstate Drive, Suite 103 c/o Donald C. Douglass, Jr. Harrisburg, PA 17110 3320 West Esplanade Ave. North Metairie, LA 70002 Miller-Motte Business College, Inc Palmetto Technical College, Inc. c/o Corporation Service Company c/o VB Business Services, LLC 2626 Glenwood Ave., Suite 550 500 World Trade Ctr. Raleigh, NC 27608 101 W. Main Street Norfolk, VA 23510 Piedmont Business Colleges, Inc. c/o Corporation Service Company 2626 Glenwood Ave., Suite 550 Raleigh, NC 27608 /s/ Michael T. Mullaly Michael T. Mullaly (0090202)