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Note 4 - Commitments and Contingencies
9 Months Ended
Sep. 30, 2022
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

Note 4: Commitments and Contingencies

 

The Company and Republic are from time to time parties (plaintiff or defendant) to lawsuits in the normal course of business. While any litigation involves an element of uncertainty, management is of the opinion that the liability of the Company and Republic, if any, resulting from such actions will not have a material effect on the financial condition or results of operations of the Company and Republic, except as noted below.

 

On September 19, 2022, a complaint was filed in the Court of Common Pleas in Philadelphia, Pennsylvania against the Company and its then Interim Chief Executive Officer and director and two other current directors.  The lawsuit is styled Vernon Hill et al. v. Lisa Jacobs, et al., Case No. 220901684. The complaint was amended on December 12, 2022. The two plaintiffs, the former Chairman of the Board and Chief Executive Officer of the Company and a former director of the Company, allege defamation, defamation per se and false light against the three individual defendants. The amended complaint includes three additional allegations by the former Chairman of the Board and Chief Executive Officer of the Company, alleging fraudulent inducement (against Madonna and Wildstein), fraudulent concealment (against Madonna, Jacobs and Wildstein), and unjust enrichment (against the Company). The former Chairman of the Board and Chief Executive Officer also alleges a breach of his employment agreement by the Company. The complaint seeks certain reimbursement payments and compensatory and (as against the individual defendants) punitive damages.  The defendants all filed Preliminary Objections to the complaint, as well as to the amended complaint, and discovery has commenced. On February 27, 2023, Plaintiffs filed papers opposing the Preliminary Objections, and briefing of those Objections is ongoing.  The matter is in its early stages and, accordingly, the Company is still assessing the potential outcomes and materiality of the matter.  The Company plans to defend itself vigorously.

 

On November 22, 2022, shareholders George E. Norcross, III, Gregory B. Braca and Philip A. Norcross filed a complaint in the same Philadelphia Court of Common Pleas against the Company and its directors.  The lawsuit, captioned George E. Norcross, III, et al. v. Republic First Bancorp, Inc. Case No. 221102195, alleges generally that the Company and its Board have acted in violation of their fiduciary duties by rejecting Plaintiffs’ efforts to nominate Mr. Braca as a director candidate at its 2022 annual meeting of shareholders.  The Company rejected that attempted nomination on grounds that the plaintiff who made the nomination was not a stockholder of record, as the Company’s By-Laws require.  Plaintiffs seek injunctive and declaratory relief that includes a demand that the Court waive enforcement of the Company’s By-Laws, reopen the deadline for nominating director candidates or find that the defendants violated the Company’s By-Laws in connection with its appointment of director Benjamin Duster to fill a vacancy on the Board. On December 6, 2022, plaintiffs filed a motion for preliminary injunction and asked defendants to accept service of the complaint, which they have done.  Following a status conference on January 18, 2023, a hearing on the preliminary injunction motion was scheduled for April 25, 2023, and the Company was ordered not to hold any shareholder vote with regard to any vacancy on its board of directors until May 31, 2023, at the earliest. Given its early stage, the Company cannot predict potential outcomes of the matter or plaintiffs’ motion; however, the defendants deny the alleged wrongdoing and intend to defend the matter vigorously.

 

On November 28, 2022, Plaintiffs Vernon Hill (“Hill”) and Interarch, Inc. (“Interarch”) filed an action in the United States District Court for the Eastern District of Pennsylvania, captioned Hill and Interarch v. Republic First Bancorp, Inc. et al., No. 2:22-cv-04735, and they filed an amended complaint on February 10, 2023. Hill is a former Republic First Bancorp, Inc. (“Republic”) board chair and Chief Executive Officer and a former Republic director.  Interarch, owned by Hill’s wife, Shirley Hill, provided certain branding and architecture services to Republic.  Plaintiffs Hill and Interarch bring claims against Defendants Republic and two Republic employees (who are former Interarch employees), Rodney Dean (“Dean”) and John Chessa (“Chessa”).  Plaintiff Interarch brings claims for copyright infringement (against Republic), , breach of contract (against Republic), and breach of the duty of loyalty (against Dean and Chessa).  Hill, in turn, brings a claim for trademark infringement (against Republic) and violation of Hill’s right of publicity (against Republic). Hill and Interarch together bring claims for unjust enrichment (against Republic), unfair competition (against Republic), misappropriation of trade secrets under federal and state law (against all Defendants), misappropriation of trade secrets under federal and state law (against all Defendants), misappropriation of confidential information under state law (against all Defendants), tortious interference (against Republic) and a request for a declaratory judgment relating to these claims (against all Defendants).  This matter is in its early stages, and Republic is assessing the potential outcome and materiality of this matter.  The Company intends to defend itself vigorously.