IN
THE
COURT
OF
COMMON
PLEAS
OF
PHILADELPHIA
COUNTY
FIRST
.JUDICIAL
DISTRICT
OF
PENNSYLVANIA
CIVIL
TRIAL
DIVISION
COMMONWEAL
TH
OF
PENNSYLVANIA
Plaintiff.
v.
MARKS.
WILLIAMS,
Defendant.
COMMONWEAL
TH
OF
PENNSYLVANIA
Plaintiff.
v.
DOMINION
MANAGEMENT,
ET
AL.,
Defendants.
COURT
OF
COMMON
PLEAS
PHILADELPHIA
COUNTY
No. 200701106
COURT
OF
COMMON
PLEAS
PHILADELPHIA
COUNTY
No. 181004224
-~
ORDER
AND NOW, this
1,,0
,day
of
September, 2022, the attached Consent Petition for Final
Decree and Entry
of
Judgment agreed to by the Plaintiff Commonwealth
of
Pennsylvania and
Defendants Dominion Management
of
Delaware, Inc., Dominion Management Services, Inc.,
Kevin A. Williams, and Mark
S.
Williams, are hereby entered
as
the
ORDER
and
FINAL
DECREE
of
this Court. As
to
Defendant, Michael
H.
Lester, deceased, (Case No. 181004224,
October Term, 2018), the Complaint filed against him is DISMISSED.
BY
THE
COURT:
GWE
IN
THE
COURT
OF
COMMON
PLEAS
OF
PHILADELPHIA
COUNTY,
PENNSYLVANIA
CIVIL
TRIAL
DIVISION
Commonwealth
of
Pennsylvania,
By
Attorney
General
Josh
Shapiro,
Plaintiff,
vs.
Mark
S.
Williams,
Defendant.
Commonwealth
of
Pennsylvania,
By
Attorney
General
Josh
Shapiro,
Plaintiff,
vs.
Dominion
Management
of
Delaware,
Inc. D/B/A
CashPoint,
Dominion
Management
Services,
Inc.,
Michael
H.
Lester,
and
Kevin
A. Williams,
Defendants.
CIVIL
ACTION
-
EQUITY
Case No. 200900214
September Term, 2020
CIVIL
ACTION
-
EQUITY
Case No. 181004224
October Term, 2018
CONSENT
PETITION
FOR
FINAL
DECREE
AND
ENTRY
OF
JUDGEMENT
AND
NOW,
comes the Commonwealth
of
Pennsylvania, acting by the Pennsylvania
Attorney General Josh Shapiro, and Defendants Dominion Management
of
Delaware, Inc.,
Dominion Management Services, Inc., and Kevin A. Williams (Comm.
v.
Dominion Management
of
Del., Inc., eta!., No. 181004224), and Mark
S.
Williams (Comm.
v.
Williams, No. 200900214)
(the four collectively, "Defendants"), and state the following:
WHEREAS,
Plaintiff
is
the Commonwealth
of
Pennsylvania
by
Attorney General Josh
Shapiro (herein "Commonwealth" and/or "Plaintiff').
1
WHEREAS, Defendants Dominion Management
of
Delaware, Inc. and Dominion
Management Services, Inc. (referred to collectively as "Dominion") were Delaware- and
Virginia-based lenders that provided financing to borrowers secured by their motor vehicle titles.
WHEREAS, Defendant Kevin
A.
Williams ("Kevin Williams") owned 33.33%
of
the
stock
of
Dominion and served as Vice President
of
Dominion.
WHEREAS, Defendant Mark
S.
Williams ("Mark Williams") owned 33.33%
of
the
stock
of
Dominion and served as Treasurer and also Vice President
of
Dominion.
WHEREAS, from January 2013 through July 2017, Dominion entered into
approximately 3,281 loan agreements with Pennsylvania residents.
WHEREAS, the Commonwealth filed complaints against Dominion and Kevin Williams
(Case No. 181004224), and Mark Williams (Case No. 200900214), respectively, alleging that
Defendants had engaged in conduct in violation
of
the (a) the Corrupt Organizations Act
("COA''),
18
Pa. C.S.A. ยง 911; (b) the Unfair Trade Practices and Consumer Protection Law,
73
P.S. ยง 201-1, et seq. ("Consumer Protection Law"); and (c) the Loan Interest and Protection Law
("LIPL"),
41
P.S. ยง 101, et seq.
WHEREAS, in Case Nos. 181004224 and 200900214, Defendants filed Answers to the
operative complaints denying that they had engaged in any violative conduct.
WHEREAS, in Case No. 181004224, on October
19,
2021, a default judgment was
entered against Dominion and Kevin Williams in the amount
of
$8,567,164 (''the Judgment").
WHEREAS, the Commonwealth had attempted to obtain full payment
of
the amount
of
$8,567,164 that was due and owing under the Judgment.
WHEREAS, Dominion and Kevin Williams subsequently appealed the Judgment to the
Commonwealth Court
of
Pennsylvania (Case No. 1295 CD 2021).
2
WHEREAS,
in Case No. 200900214, the Commonwealth and
Mark
Williams filed a
joint statement
of
stipulated facts, which is incorporated into this Consent Petition as
if
fully set
forth herein.
WHEREAS,
Dominion stopped originating new loans to, and collecting payments from,
Pennsylvania residents
in
or around 2017, and presently returns payments received,
if
any, from
Pennsylvania residents.
WHEREAS,
Dominion has informed Pennsylvania borrowers that, pursuant to the
Judgment, Dominion no longer has any interest, financial or otherwise, in the borrowers' motor
vehicles and all liens have been satisfied and released. Dominion has returned all remaining
titles to their owners.
WHEREAS,
this Consent Petition does not constitute an approval
by
the Commonwealth
of
any
of
the Defendants' former or current business practices.
WHEREAS,
the Effective Date
of
this Consent Petition shall be the date upon which it is
approved by the Court
of
Common Pleas
of
Philadelphia County and a Final Decree or Order
of
that Court is entered thereupon.
WHEREAS,
Defendants represent and warrant that all liens on Pennsylvania residents'
motor vehicles have been satisfied and released.
SETTLEMENT
TERMS
NOW
THEREORE,
for good and valuable consideration, the parties agree as follows:
I.
The above stated recitals are incorporated herein and made
part
hereof as though
fully set forth.
3
II. Injunctive and Affirmative Relief
Pursuant to Section 201-4
of
the Consumer Protection Law:
1.
Dominion, Kevin Williams, and
Mark
Williams shall
comply
with:
a. Section
91
l(b)(l)
of
COA, 18 Pa. C.S.A. ยง
91
l(b)(l);
b. Section
91
l(b)(4)
ofCOA,
18 Pa. C.S.A. ยง
91
l(b)(4);
c. Section 201-3
of
the Consumer Protection Law, 73 P.S. ยง 201-3; and
Section
20l(a)
of
LIPL;
41
P.S. ยง 201; 7 P.S. ยง 6203; and Section 201-3
of
the CPL, 73
P.S. ยง 201-3.
2.
Dominion, Kevin Williams, and
Mark
Williams are, for seven (7) years from the
date they finish paying the
judgment
set forth in paragraph I 0 to the Commonwealth, restrained
and enjoined from knowingly participating in, owning more than
I%
of
the equity
or
debt
of,
or
serving as an employee
or
officer in, any entity that offers, brokers, originates,
or
acquires loans,
leases, or any other form
of
credit (including but not limited
to
installment sales contracts)
to
residents
of
Pennsylvania.
If
the Commonwealth determines Dominion,
Kevin
Williams,
or
Mark Williams have violated this provision, the Commonwealth will provide Defendants with
notice and, after the Commonwealth provides such notice, Defendants will have a sixty
day
opportunity to cure the alleged violation.
3. Dominion, Kevin Williams, and
Mark
Williams are, for seven (7) years from the
date they finish paying the
judgment
set forth in paragraph 10
to
the Commonwealth, restrained
and enjoined from knowingly, directly
or
indirectly, offering, brokering, originating, purchasing,
or taking assignment
of
any loans, leases, or any other form
of
credit (including but not limited
to installment sales contracts) to residents
of
Pennsylvania.
If
the
Commonwealth
determines
Dominion, Kevin Williams,
or
Mark
Williams have violated this provision, the
Commonwealth
4
will provide Defendants with notice and, after the Commonwealth provides such notice,
Defendants will have a sixty day opportunity to cure the alleged violation.
4. Dominion does not have any interest, financial or otherwise, in any Pennsylvania
resident's motor vehicle, nor do any Pennsylvania residents have a financial obligation to
Dominion.
5.
Dominion, Kevin Williams, and Mark Williams shall not accept and will continue
to return any payments received from Pennsylvania borrowers.
6.
Dominion, Kevin Williams, and Mark Williams shall not destroy
any
customer
data
of
Dominion Management
of
Delaware, Inc. or Dominion Management Services, Inc. for at
least 2 years following the effective date.
7.
Dominion and Kevin Williams have dismissed their appeal pending in the
Commonwealth Court
of
Pennsylvania (Case No. 1295
CD
2021).
8.
Following the June 17, 2022 dismissal
of
the appeal,
on
June 29, 2022 the
Judgment entered against Dominion and Kevin Williams
in
the amount
of
$8,567,164 was
vacated without prejudice and that case (Case No. 181004224) was consolidated into this one
(Case No. 200900214) by order
of
Hon. Charles J. Cunningham, III.
9. The Commonwealth has promptly filed the legal papers necessary to have the
Judgment, wherever it was docketed as a foreign judgment against Dominion and/or Kevin
Williams, vacated without prejudice.
10. Judgment is hereby entered against Dominion, Kevin Williams, and Mark
Williams, jointly and severally, and in favor
of
the Commonwealth, in the amount
of
one million
seven hundred fifty thousand dollars ($1,750,000).
5
a.
Restitution. Pursuant to Section 201-4.1
of
the Consumer Protection Law,
Kevin Williams and Mark Williams shall pay to the Commonwealth restitution in the
amount
of
one million five hundred fifteen thousand thirty dollars ($1,515,030).
b.
Costs. Kevin Williams and Mark Williams shall pay to the
Commonwealth costs in the amount
of
two hundred thirty-four thousand nine hundred
seventy dollars ($234,970), pursuant to Section 201-4.1
of
the Consumer Protection Law,
which are the costs to the Commonwealth
of
this investigation and litigation. The
Commonwealth shall deposit these funds into an interest-bearing account from which
both principal and interest shall be expended for public protection and education
purposes.
73
P.S. ยง 201-4.1.
11.
Kevin Williams and Mark Williams shall make payments to the Commonwealth
in
the amount
of
one million seven hundred fifty thousand dollars ($1, 750,000) for restitution
and costs via wire transfer. The schedule
of
payments shall be as follows:
a.
Within one day
of
the effective date, Kevin Williams and Mark Williams
shall pay eight hundred seventy-five thousand dollars ($875,000).
b.
No later than six months after the effective date
of
this Consent Petition,
Kevin Williams and Mark Williams shall pay one hundred forty-three thousand seven
hundred fifty dollars ($143, 750).
c. No later than twelve months after the effective date
of
this Consent
Petition, Kevin Williams and Mark Williams shall pay one hundred forty-three thousand
seven hundred fifty dollars ($143, 750).
6
d.
No later than eighteen months after the effective date
of
this Consent
Petition, Kevin Williams and Mark Williams shall pay one hundred forty-three thousand
seven hundred fifty dollars ($143, 750).
e. No later than twenty-four months after the effective date
of
this Consent
Petition, Kevin Williams and Mark Williams shall pay one hundred forty-three thousand
seven hundred fifty dollars ($143, 750).
f.
No later than thirty-six months after the effective date
of
this Consent
Petition, Kevin Williams and Mark Williams shall pay three hundred thousand dollars
($300,000).
g.
Kevin Williams and Mark Williams are jointly and severally liable to
make the payments set forth in this Consent Petition.
12.
If
Kevin Williams and Mark Williams make payments to the Commonwealth
totaling one million six hundred thirty thousand dollars ($1,630,000)
on
or before November
1,
2022:
a. The Commonwealth will consider the judgment against Kevin Williams and Mark
Williams set forth in paragraph
10
to be satisfied in full.
b.
Any remaining scheduled payments set forth in paragraph
11
shall not become
due.
c.
The default provisions set forth
in
paragraph
21
cannot be applied to Dominion or
Kevin Williams.
d.
The seven-year terms for injunctive relief set forth in paragraphs 2 and 3 shall
begin.
7
13.
Upon the Effective Date
of
this Consent Petition, the Commonwealth hereby
releases and discharges Dominion, Kevin Williams, and Mark Williams from any and all civil
claims, actions, causes
of
action, liabilities, and demands
of
any kind whatsoever, whether
known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or not asserted,
fixed or contingent, that the Commonwealth could have asserted under COA, LIPL,
or
the
Consumer Protection Law against Dominion, Kevin Williams, and/or Mark Williams for conduct
occurring prior to the Effective Date
of
this Consent Petition.
14. The Commonwealth shall use the funds paid
by
Defendants as restitution: (1) to
distribute funds to borrowers as the Commonwealth directs, and (2) to pay for costs and expenses
of
any Settlement Administrator. After the Commonwealth or its Settlement Administrator has
completed the distribution
of
restitution funds to borrowers, including making reasonable
attempts to contact payees
of
uncashed checks and waiting a reasonable period not less than
ninety (90) calendar days, all uncashed checks may be voided. Once such uncashed checks have
been voided, any remaining funds
in
the restitution account (including any accrued interest) will
be distributed to the Commonwealth to be deposited in an interest-bearing account from which
both principal and interest shall be expended for public protection and education purposes.
15.
The Commonwealth shall have sole discretion concerning the distribution
of
the
restitution funds which may include determining the borrowers to whom Dominion made loans,
collected payments,
or
repossessed vehicles, the nature and amount
of
such payment, and
directing a Settlement Administrator to make payments to these borrowers. Any payments to
borrowers will be intended to provide compensation for losses that the Commonwealth alleges
borrowers experienced as a result
of
Defendant's conduct.
8
16. Within
10
calendar days
of
receiving any written request
by
the Commonwealth,
Kevin Williams and Mark Williams agree to promptly provide the Commonwealth with any and
all information the Commonwealth deems necessary to permit the Commonwealth and any
Settlement Administrator to distribute funds to borrowers including, but not limited to, providing
relevant borrowers' full names and any known maiden names, other names,
or
aliases; last
known mailing address; last known email and telephone numbers; other prior mailing or email
addresses and telephone numbers as requested; social security numbers; and customer
identification numbers or loan identification numbers.
17. This Consent Petition may be executed in any number
of
counterparts and
by
different signatories on separate counterparts, each
of
which shall constitute an original
counterpart
hereof
and all
of
which together shall constitute one and the same document. One or
more counterparts
of
this Consent Petition may be delivered
by
facsimile or electronic
transmission with the intent that it or they shall constitute an original counterpart hereof.
18. Defendants understand and agree that
if
they have made any false statement in or
related to this Consent Petition, that such statement is made pursuant to and under penalty
of
18
P.S. ยง 4904 relating to unsworn falsifications to authorities.
19. Defendants shall not represent or imply that the Commonwealth acquiesces in, or
approves of, Defendants' past or current business practices, efforts to improve its practices,
or
any future practices that Defendants may adopt or consider adopting.
20. This Consent Petition sets forth all
of
the promises, covenants, agreements,
conditions and understandings between the parties, and supersedes all prior and
contemporaneous agreements, understandings, inducements or conditions, express or implied.
There are no representations, arrangements, or understandings, oral or written, between the
9
parties relating to the subject matter
of
this Consent Petition that are not fully expressed herein or
attached hereto. Each party specifically warrants that this Consent Petition is executed without
reliance upon any statement or representation by any other party hereto, except as expressly
stated herein.
21.
If
Defendants Kevin Williams or Dominion violate any provision in this Consent
Petition, including failure to make a payment as scheduled, or
if
Kevin Williams files a
bankruptcy petition, the Commonwealth may file a motion requesting this Court to modify this
judgment. Upon such motion, the Court will have discretion to enter a modified judgment that will
apply only to Kevin Williams and Dominion. The Court may,
in
its discretion, add the following
additional relief:
a.
Increase the judgment amount with respect to Kevin Williams and Dominion
to
$8,567,164 (the amount
of
the previous Judgment, which the Commonwealth
agreed to vacate, and Defendants agreed not to appeal, in exchange for the
parties' compliance with the terms
of
this Consent Petition), minus credit for any
settlement payments made prior to the date
of
the violation ("Modified Judgment
Amount").
In
the prior Judgment, the sum
of
$8,567,164 was comprised
of
$5,326,164
in
restitution pursuant to Section 201-4.l
of
the Consumer Protection
Law, intended to compensate borrowers for losses they experienced as a result
of
Defendants' unlawful conduct, $3,200,000 in civil penalties pursuant to Section
201-8(b)
of
the Consumer Protection Law, and $41,000 in costs pursuant to
Section 201-4.l
of
the Consumer Protection Law. Defendants Kevin Williams
and Dominion agree and understand that such Modified Judgment Amount would
10
not represent a penalty for the violation
of
this Consent Petition and agree not to
argue that the Modified Judgment Amount is a penalty; and
b. Permanently enjoin and restrain Kevin Williams and Dominion from
participating in, owning more than 1 %
of
the equity or debt of, or serving as an
officer
or
employee in, any entity that offers, brokers, originates, or acquires
loans, leases, or any other form
of
credit (including but not limited to installment
sales contracts) to residents
of
Pennsylvania,
or
from offering, brokering,
originating, purchasing, or taking assignment
of
any loans, leases, or any other
form
of
credit (including but not limited to installment sales contracts) to residents
of
Pennsylvania.
22. The Court
of
Common Pleas
of
Philadelphia County, Pennsylvania shall have
jurisdiction over the subject matter
of
this Consent Petition and over Defendants for purposes
of
enforcement
of
this Consent Petition.
23. The Commonwealth and Defendants hereby stipulate that this Consent Petition
shall act as a permanent injunction issued under Section 201-4
of
the Consumer Protection Law,
and, that, subject to the specific terms and conditions stated
in
this Consent Petition, breach
of
any
of
the terms
of
this Consent Petition shall be sufficient cause for the Commonwealth,
through the Office
of
Attorney General, to seek penalties as provided in Section 201-8
of
the
Consumer Protection Law or any other relief as the Court shall determine.
24. Finally, the Commonwealth stipulates to the dismissal without prejudice
of
its
Amended Complaint (Case No. 181004224) with respect to defendant Michael H. Lester, who is
deceased.
11
WITNESSETH, that the parties, intending to be legally bound, have hereto set their
hands and seals:
Date: September 22, 2022
Date: September 22, 2022
Date: September 22, 2022
FOR THE PLAINTIFF:
Commonwealth
of
Pennsylvania
Josh Shapiro
Attorney General
By: Isl Nicholas Smvth
Nicholas
F.
B. Smyth
Senior Deputy Attorney General
Attorney ID # 307972
1600 Arch St, Suite 300
Philadelphia, PA 19103
FOR THE DEFENDANTS:
Dominion Management
of
Delaware, Inc.,
Dominion Management Services, Kevin A.
Williams, and Mark
S.
Williams
By: Isl Richard
J.
Zack
Richard
J.
Zack (PA 77142)
Brian M. Nichilo (PA 313786)
TROUTMAN PEPPER HAMILTON SANDERS
LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Tel: (215) 981-4000
Fax: (215) 981-4750
By: Isl Kevin A. Williams
Kevin
A.
Williams, on behalf
of
Dominion
Management
of
Delaware, Inc., and Dominion
Management Services
12
Date: September 22, 2022
Date: September 22, 2022
By: Isl Kevin A. Williams
Kevin A. Williams
By: Isl Mark
S.
Williams
Mark
S. Williams
13
