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FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
xxxxxx xxxxxx a/k/a xxxxxxxxxx SUMMONS
xxxxxx, individually and derivatively on
behalf of ROCKVILLE CORP., Index No.:
Date of Purchase: 06__/2022
Plaintiff,
-against-
The basis of the venue: Plaintiff and
xxxxxxx xxxxx, individually and as the Defendants’ residences pursuant
executor of the Estate of xxxx xxxxx, and as to CPLR §§ 503(a), (b) and (c)
co-trustee of the disclaimer Trust under
Article “Fourth” of the Last Will and
Testament of xxxx xxxxx; MAKAN
DELRAHIM, as former co-trustee of the
disclaimer Trust under Article “Fourth” of the
Last Will and Testament of xxxx xxxxx; and
BAHARAK AMIRIAN as co-trustee of the
disclaimer Trust under the Last Will and
Testament of xxxx xxxxx,
Defendants,
-and-
ROCKVILLE CORP.
Nominal Defendant.
TO THE ABOVE NAMED DEFENDANTS:
YOU ARE HEREBY SUMMONED and required to serve upon plaintiff’s
attorney an answer to the Complaint in this action within twenty (20) days after the service of this
Summons, exclusive of the day of service, or within thirty (30) days after service is complete if
this Summons is not personally delivered to you within the State of New York. In case of your
failure to answer, judgment will be taken against you by default for the relief demanded in the
Complaint.
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Dated: Uniondale, New York
June 2, 2022
RUSKIN MOSCOU FALTISCHEK, P.C.
By: /s/ Daniel E. Shapiro
Daniel E. Shapiro
Elizabeth S. Sy
Attorneys for Plaintiff
1425 RXR Plaza
East Tower, 15th Floor
Uniondale, New York 11556
(516) 663-6600
TO: xxxxxxx xxxxx
26 Sandpiper Court
Old Westbury, New York 11568
BAHARAK AMIRIAN
5128 N. Parkway Calabasas
Calabasas, CA 91302
MAKAN DELRAHIM
604 North Carolina Avenue, SE
Washington, D.C. 20003
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
xxxxxx xxxxxx a/k/a xxxxxxxxxx
xxxxxx, individually and derivatively on Index No.:
behalf of ROCKVILLE CORP.,
VERIFIED COMPLAINT
Plaintiff,
-against-
xxxxxxx xxxxx, individually and as the
executor of the Estate of xxxx xxxxx, and as
co-trustee of the disclaimer Trust under
Article “Fourth” of the Last Will and
Testament of xxxx xxxxx; MAKAN
DELRAHIM, as former co-trustee of the
disclaimer Trust under Article “Fourth” of the
Last Will and Testament of xxxx xxxxx; and
BAHARAK AMIRIAN as co-trustee of the
disclaimer Trust under the Last Will and
Testament of xxxx xxxxx,
Defendants,
-and-
ROCKVILLE CORP.
Nominal Defendant.
Plaintiff, xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and
derivatively on behalf of Rockville Corp. (“Plaintiff”), by his attorneys, Ruskin Moscou
Faltischek, P.C., as and for his Verified Complaint against defendants xxxxxxx xxxxx,
individually and as the executor of the Estate of xxxx xxxxx, and as co-trustee of the disclaimer
Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx (“xxxxxxx”); MAKAN
DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will
and Testament of xxxx xxxxx (“Makan”); and BAHARAK AMIRIAN as co-trustee of the
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disclaimer Trust under the Last Will and Testament of xxxx xxxxx (“Baharak”) (xxxxxxx, Makan
and Baharak collectively, the “Defendants”), respectfully alleges as follows:
PRELIMINARY STATEMENT
1. This action arises from Defendants’ deliberate repudiation of fiduciary obligations
owed to Plaintiff and Rockville Corp.
2. As it stands, Defendants are colluding to imminently sell Rockville Corp.’s sole
asset – real property located at 172 Sunrise Highway, Rockville Centre, New York and
surrounding lots (Section 38; Block: 317; Lot 130, 359 and 369) (the “Property”) – over the
objection of Plaintiff, an 80% majority shareholder who has been the only acting officer of
Rockville Corp. since the entity was formed in 1996.
3. By this Complaint, Plaintiff seeks legal and equitable relief including: (1) damages
and attorneys’ fees as a result of Defendants’ breaches of fiduciary duties; (2) a declaration that
Plaintiff owns an 80% controlling shareholder interest in Rockville Corp.; (3) an injunction
enjoining and restraining Defendants from (a) transferring, pledging, encumbering, conveying,
assigning, selling, altering, marketing and/or listing for sale, modifying, destroying,
hypothecating, financing and/or otherwise disposing of the Property without the express written
consent of Plaintiff; and (b) taking any steps and/or undertaking any actions in furtherance of
transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or
listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the
Property without the express written consent of Plaintiff; and (4) such other and further relief as
this Court deems just and proper.
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PARTIES
4. Plaintiff xxxxxx xxxxxx is a natural person residing in County of Nassau, State of
New York.
5. During all times relevant to this action, Plaintiff was and is an 80% controlling
shareholder of Rockville Corp. and is currently its sole acting officer.
6. Nominal defendant Rockville Corp. is and was, at all relevant times hereinafter
mentioned, a domestic corporation formed under the laws of the State of New York, with its
principal place of business located at 172 Sunrise Highway, Rockville Centre, New York 11570.
7. Rockville Corp. owns real property located at 172 Sunrise Highway, Rockville
Centre, New York 11570 (Section 38; Block: 317; Lot 130, 359 and 369).
8. Non-party decedent xxxx xxxxx (“xxxx”) died on March 10, 2008, leaving a Last
Will and Testament, dated September 5, 2007 (the “Will”). The Will was admitted to probate by
a decree of the Surrogates Court, State of New York, County of Nassau on or about September 5,
2007.
9. From 1996 through the date of his death, xxxx maintained a 20% shareholder
interest in Rockville Corp.
10. Plaintiff and xxxx, now deceased, were brothers.
11. Upon information and belief, xxxxxxx is a natural person residing at 26 Sandpiper
Court, Old Westbury, New York 11568 and was xxxx’s wife during his lifetime.
12. Upon information and belief, xxxxxxx was appointed the executor to xxxx’s estate,
by Letters Testamentary issued by the Surrogate’s Court of the State of New York, County of
Nassau, on or about September 16, 2008.
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13. Upon information and belief, xxxxxxx was also appointed co-trustee of a disclaimer
trust under Article “Fourth” of the Will.
14. Upon information and belief, xxxx’s 20% shareholder interest in Rockville Corp.
was an asset of xxxx’s estate which has either: (1) not yet been distributed by xxxxxxx, as executor,
under xxxx’s Will; or (2) been distributed by xxxxxxx, as executor, to herself as the residual
beneficiary under the Will; or (3) is being held in a disclaimer trust for xxxxxxx’s benefit under
Article “Fourth” of the Will, for which xxxxxxx serves as co-trustee (the “Trust”); or (4) has been
distributed to xxxxxxx, in part, as a residual beneficiary under the Will, and in part, as co-trustee
of the Trust.
15. Upon information and belief, Makan is a natural person residing in the District of
Columbia a/k/a Washington D.C. Upon information and belief, Makan, who is xxxxxxx’s brother,
was appointed as co-trustee of the Trust under the Will and served in that capacity until he resigned
as co-trustee in or around 2018 at which time his letters of trusteeship were revoked by decree of
the Surrogate’s Court.
16. Upon information and belief, Baharak is a natural person residing in the State of
California, County of Los Angeles. Upon information and belief Baharak was appointed as
successor co-trustee of the Trust upon the revocation of Makan’s letters of trusteeship in or around
2018 and continues to serve in that capacity.
JURISDICTION AND VENUE
17. The Court has personal jurisdiction over the parties pursuant to CPLR § 301 as the
Defendants reside in the State of New York.
18. The appropriate venue for this action is Nassau County pursuant to CPLR §§
503(a),(b) and (c).
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FACTS RELEVANT TO ALL CAUSES OF ACTION
A. The Formation of Rockville Corp.
19. In 1996, Plaintiff emigrated from Germany to the United States as a refugee from
Iran.
20. Upon information and belief, in 1996, Plaintiff’s brother, xxxx, had been living in
the United States for approximately 10 to 15 years.
21. Initially, Plaintiff faced hurdles when he moved to the United States, one of which
was the fact that he did not have any credit history, resulting in his inability to obtain a mortgage
or loan.
22. Plaintiff expressed to xxxx his desire to open a liquor store, and xxxx offered to
help by procuring, through an entity that he and Plaintiff would form, to wit, Rockville Corp.,
certain mortgage financing to purchase the Property out of which Plaintiff would operate his
Bargain Liquor Store (the “Store”).
23. Plaintiff and xxxx agreed ownership of Rockville Corp. would be allocated to
Plaintiff (80%) and xxxx (20%).
24. Additionally, it was understood and agreed by and between Plaintiff and xxxx that
Plaintiff would be responsible for running and overseeing all the day-to-day operations of
Rockville Corp., along with the Store, and would handle their finances, manage the employees and
would oversee all aspects of their operations going forward.
25. xxxx, for his part, was to serve as a passive minority shareholder whose sole
responsibility was to facilitate the procurement of any bank financing that the businesses would
require to fund their operations.
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26. It was separately understood between the two brothers that xxxx would use any
profit distributions he received from Rockville Corp. to cover certain categories of expenses
incurred by their parents, who at the time, were still living in Iran.
27. In that respect, the agreement was for xxxx to hold his 20% shareholder interest as
a nominee for Plaintiff and xxxx’s parents who were living in Iran at the time.
28. From inception, Rockville Corp. has operated without a shareholders agreement
and, to date, the corporation has no by-laws and has never issued any certificated shares of stock
to the shareholders.
29. Additionally, although it was initially contemplated that Plaintiff would be the sole
business operator and officer -- which plan was put to practice once Rockville Corp. was formed
-- the corporation has never formally elected a board of directors nor have any corporate officers
ever been formally appointed.
30. On or about August 8, 1996, xxxx formed Rockville Corp. under the laws of the
State of New York.
31. Rockville Corp. is a single purpose entity that holds title to the Property as its sole
asset.
B. Rockville Corp. Begins Operations and Procures Financing to Fund the Business
32. On August 2, 1996, Plaintiff paid, from his personal Citibank account, one thousand
three hundred eighty dollars ($1,380) to the New York State Liquor Authority for a liquor license.
33. On January 17, 1997, Rockville Corp. purchased 172 Sunrise Highway, Rockville
Centre, New York 11570 (Section 38; Block: 317; Lot 130) (“Lot 130”) in the amount of $300,000.
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34. In connection with the purchase of Lot 130, Rockville Corp. obtained a purchase
money mortgage from the sellers in the amount of $175,000. xxxx signed the mortgage documents
on behalf of Rockville Corp.
35. In connection with the purchase of Lot 130, Plaintiff paid, from his personal
Citibank account, sixty-five thousand dollars ($65,000) to the sellers as a down payment.
36. Unlike Plaintiff, xxxx did not contribute any personal funds to Rockville Corp. or
towards the purchase of Lot 130.
37. On February 14, 1997, at Plaintiff’s behest, Rockville Corp. obtained a loan in the
principal amount of three hundred fifty thousand dollars ($350,000) from Medallion Funding
Corp. which was secured by a second mortgage recorded against Lot 130. xxxx signed the
mortgage documents on behalf of Rockville Corp and, upon information and belief, Plaintiff,
through his entity 172 Bargain Liquors Inc., signed a promissory note for $350,000 as additional
security for repayment.
38. Plaintiff issued and signed the monthly mortgage checks that were used to pay
down the balance of this mortgage obligation.
39. On December 15, 2000, Rockville Corp. purchased an adjoining lot: Section 38;
Block 317; Lot 359 (“Lot 359”) for the amount of $200,000.
40. In connection with the purchase of Lot 359, Rockville Corp. obtained a mortgage
loan in the amount of $150,000 from Eastern Funding LLC and a purchase money mortgage loan
from the seller in the amount of $50,000. xxxx signed the mortgage documents on behalf of
Rockville Corp.
41. Plaintiff issued and signed the monthly mortgage checks that were used to pay
down the balance of these obligations.
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42. On March 16, 2006, at Plaintiff’s behest, Rockville Corp. refinanced Lot 130 and
Lot 359 by obtaining a mortgage loan for the principal amount of $900,000 from Cross County
Federal Savings Bank (the “Cross County Mortgage”). xxxx signed the mortgage documents on
behalf of Rockville Corp.
43. That same day, satisfactions of mortgages were recorded for the mortgages
obtained prior to the March 16, 2006 mortgage.
44. On May 17, 2010, about two years after xxxx’s death, Rockville Corp. purchased
Section: 38; Block: 317; Lot 369 (“Lot 369”) for $25,000 from the Incorporated Village of
Rockville Corp. Plaintiff retained counsel to negotiate the purchase and signed the purchase
documents on behalf of Rockville Corp.
45. On June 2, 2021, a satisfaction of mortgage was recorded against Lot 130 and Lot
359 on account of the Cross County Mortgage.
46. The Property is currently free and clear of liens and mortgages.
C. xxxx’s Death and Related Probate Proceeding
47. On March 10, 2008, xxxx passed away testate.
48. xxxx is survived by his wife, xxxxxxx, and three children – Jordan xxxxx (“Jordan”),
Jared xxxxx, and Alexa xxxxx.
49. xxxx’s Last Will and Testament, dated September 5, 2007 (i.e. the Will) named
his wife xxxxxxx as executor and as co-trustee of the Trust under Article “Fourth” of the Will and
Makan as co-trustee of the Trust.
50. On April 7, 2008, xxxxxxx filed a Petition for Testamentary and Trusteeship Letters.
51. On September 16, 2008, the Surrogates Court of the State of New York, County of
Nassau issued Testamentary and Trusteeship Letters.
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52. Pursuant to the Will, xxxx left his interest in Rockville Corp. to xxxxxxx and/or the
disclaimer Trust under Article “Fourth” of the Will.
D. Defendants’ Unauthorized Marketing of the Property
53. In 2021, Plaintiff, on the one hand, and Makan and Jordan, on the other hand, began
engaging in negotiations for Plaintiff to purchase Defendants’ 20% interest in Rockville Corp.
54. While there was never any dispute during xxxx’s lifetime that Plaintiff maintained
an 80% shareholder interest in Rockville Corp. and that xxxx’s interest was limited to a 20%
minority share, when Defendants were presented with an offer they did not like, they immediately
turned-around and engaged a broker, under Plaintiff’s nose and without his consent, to market and
sell the Property without Plaintiff’s involvement.
55. This is despite the fact that Defendants only maintained a 20% indirect interest in
the Property and that they had no legal or factual basis to bind Rockville Corp. to any such sale
absent Planitiff’s consent.
56. Upon information and belief, Defendants along with non-party Trust beneficiary,
Jordan xxxxx (“Jordan”, who is xxxxxxx’s son), advised the broker that they did in fact have the
requisite corporate authority to bind Rockville Corp. to any such transaction and advised the broker
to procure the best offer for the Property so they could sell it as soon as possible.
57. Upon information and belief, Defendants are withholding information concerning
Plaintiff’s 80% shareholder interest in Rockville Corp. from unsuspecting potential purchasers
who have expressed immediate interest in acquiring the Property.
E. Plaintiff’s Role as the De Facto Sole Acting Officer of Rockville Corp.
58. From inception (i.e. 1996) to the present, Plaintiff has acted as a de facto (and the
sole acting) officer of Rockville Corp. and the Store.
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59. Plaintiff has operated and managed Rockville Corp. and the Store exclusively
without interruption until Defendants’ recent repudiation of Plaintiff’s controlling stake in
Rockville Corp. and the Property.
60. Plaintiff has made all payments for the Property through monies from his personal
Citibank account or through the profits he makes from the Store.
61. Plaintiff receives and handles all of Rockville Corp.’s correspondence and business
affairs.
62. For example, on October 9, 2020, Plaintiff, on behalf of Rockville Corp.,
commenced a tax certiorari proceeding for Lot 130 and Lot 369 for tax years 2012/13 through
2017/18.
63. Had it not been for Plaintiff’s reliance on his 80% shareholder interest in Rockville
Corp., Plaintiff never would have: (1) made payments on the Property’s mortgage, property tax
bills and insurance; (2) funded the acquisition of the Property out of his own pocket; (3) undertaken
steps to reduce real estate taxes; or (4) contributed a quarter-century of sweat equity to the business
while also maintaining the Property during this period.
DEMAND FUTILITY
64. Plaintiff has not made any pre-suit demand upon Defendants to bring this action on
behalf of Rockville Corp. because such demand would be futile, as the wrongdoers are Defendants,
and a demand that they commence an action against themselves would be disregarded.
65. The institution of this action by the wrongdoing shareholders would place
Rockville Corp. in hostile hands and would prevent its effective prosecution.
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66. Plaintiff, on the other hand, who has, at all relevant times herein, been the de facto
sole acting officer of Rockville Corp. and an 80% shareholder, will adequately and fairly represent
the interests of Rockville Corp in enforcing and prosecuting its rights in this action.
AS AND FOR A FIRST CAUSE OF ACTION
(Breach of Fiduciary Duty – Derivatively on behalf of Rockville Corp.)
67. Plaintiff repeats and re-alleges the facts and allegations set forth in the proceeding
paragraphs as if fully set forth herein.
68. Rockville Corp. is a closely held family owned corporation.
69. Defendants, by reason of their shareholder interest in Rockville Corp, owe to
Plaintiff and Rockville Corp. fiduciary duties of loyalty, honesty and due care.
70. Notwithstanding their 20% minority non-controlling interest in Rockville Corp.,
Defendants are holding themselves out as controlling interest holders who have the ability to bind
the corporation and, in doing so, are exercising complete dominion and control over the its sole
asset, the Property, by marketing it for sale and pursuing binding offers and bids thereon, over
Plaintiff’s objection.
71. By engaging in the aforesaid misconduct, without consent from Plaintiff and other
wrongful conduct presently unknown to Plaintiff, Defendants breached their fiduciary duties to
Rockville Corp.
72. As a direct and proximate result thereof, Rockville Corp. has been damaged and
Defendants are liable to Rockville Corp. in an amount to be determined at trial but believed to be
no less than $1,760,000, plus interest, costs and attorneys’ fees.
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AS AND FOR A SECOND CAUSE OF ACTION
(Constructive Trust)
73. Plaintiff repeats and re-alleges the facts and allegations set forth in the proceeding
paragraphs as if fully set forth herein.
74. Defendants, by reason of their shareholder interest in Rockville Corp, owed to
Plaintiff and Rockville Corp. fiduciary duties of loyalty, honesty and due care.
75. xxxx, and subsequently Defendants, have long maintained, over the course of
twenty-five (25) plus-years, that Plaintiff holds an 80% shareholder interest in Rockville Corp.
76. Plaintiff’s 80% shareholder interest arose from an agreement with, and a promise
made by xxxx when Rockville Corp. was first formed.
77. Defendants’ breached their promise and fiduciary duties by engaging in a series of
ultra-vires and unauthorized actions in connection with Rockville Corp.’s ongoing operations,
including marketing the Property for sale, and pursuing said sale, over Plaintiff’s objection.
78. In pursuing the sale of the Property, over Plaintiff’s objection and to his exclusion,
Defendants have disclaimed and repudiated Plaintiff’s controlling interest in Rockville Corp.
79. In reliance upon xxxx’s and Defendants’ promise to recognize Plaintiff’s 80%
controlling-shareholder interest Rockville Corp., Plaintiff contributed his own money to Rockville
Corp. to fund its operations and Property acquisitions and invested twenty-five (25) plus years of
sweat equity to the business as its sole and exclusive manager/operator.
80. By repudiating Plaintiff’s interest and pursuing the sale of the Property to his
exclusion, Defendants have wrongfully converted for themselves the sole-asset of Rockville Corp.
and are exercising complete dominion and control over such Property.
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81. Defendants have been unjustly enriched by their improper and unauthorized
marketing of the sale of the Property of Rockville Corp. for their own benefit, and to the detriment
of the business and to Plaintiff’s exclusion.
82. Accordingly, Defendant is entitled to a declaratory judgment that he is an 80%
shareholder of Rockville Corp.
AS AND FOR A THIRD CAUSE OF ACTION
(Permanent Injunction)
83. Plaintiff repeats and re-alleges the facts and allegations set forth in the proceeding
paragraphs as if fully set forth herein.
84. Defendants’ ultra-vires and unauthorized actions, including marketing the Property
for sale over Plaintiff’s objection interferes with Plaintiff’s ownership and corporate decision
making powers as an 80% shareholder of Rockville Corp.
85. As a result, Plaintiff will suffer irreparable harm if marketing of the Property
continues or if a sale of the Property closes without Plaintiff’s consent and is not permanently
enjoined.
86. Based upon Defendants’ wrongful actions, Plaintiff is entitled to a permanent
injunction enjoining and restraining Defendants from (a) transferring, pledging, encumbering,
conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying,
hypothecating, financing and/or otherwise disposing of the Property without the express written
consent of Plaintiff; and (b) taking any steps and/or undertaking any actions in furtherance of
transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or
listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the
Property without the express written consent of Plaintiff.
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PRAYER FOR RELIEF
WHEREFORE, Plaintiff demands judgment against Defendants as follows:
(a) On the First Cause of Action, an Order in favor of Plaintiff and against Defendants in an
amount to be determined at trial but believed to be no less than $1,760,000, plus interest,
costs and attorneys’ fees;
(b) On the Second Cause of Action, a declaration that Plaintiff is an 80% shareholder of
Rockville Corp.;
(c) On the Third Cause of Action, a permanent injunction enjoining and restraining Defendants
from (i) transferring, pledging, encumbering, conveying, assigning, selling, altering,
marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or
otherwise disposing of the Property without the express written consent of Plaintiff; and
(ii) taking any steps and/or undertaking any actions in furtherance of transferring, pledging,
encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale,
modifying, destroying, hypothecating, financing and/or otherwise disposing of the
Property without the express written consent of Plaintiff; and
(d) and such other and further relief as this Court deems just and proper.
Dated: Uniondale, New York
June 2, 2022
RUSKIN MOSCOU FALTISCHEK, P.C.
By: /s/ Daniel E. Shapiro
Daniel E. Shapiro
Elizabeth S. Sy
Attorneys for Plaintiff
1425 RXR Plaza
East Tower, 15th Floor
Uniondale, New York 11556
(516) 663-6600
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Preview
FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU xxxxxx xxxxxx a/k/a xxxxxxxxxx SUMMONS xxxxxx, individually and derivatively on behalf of ROCKVILLE CORP., Index No.: Date of Purchase: 06__/2022 Plaintiff, -against- The basis of the venue: Plaintiff and xxxxxxx xxxxx, individually and as the Defendants’ residences pursuant executor of the Estate of xxxx xxxxx, and as to CPLR §§ 503(a), (b) and (c) co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; MAKAN DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; and BAHARAK AMIRIAN as co-trustee of the disclaimer Trust under the Last Will and Testament of xxxx xxxxx, Defendants, -and- ROCKVILLE CORP. Nominal Defendant. TO THE ABOVE NAMED DEFENDANTS: YOU ARE HEREBY SUMMONED and required to serve upon plaintiff’s attorney an answer to the Complaint in this action within twenty (20) days after the service of this Summons, exclusive of the day of service, or within thirty (30) days after service is complete if this Summons is not personally delivered to you within the State of New York. In case of your failure to answer, judgment will be taken against you by default for the relief demanded in the Complaint. 1 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 Dated: Uniondale, New York June 2, 2022 RUSKIN MOSCOU FALTISCHEK, P.C. By: /s/ Daniel E. Shapiro Daniel E. Shapiro Elizabeth S. Sy Attorneys for Plaintiff 1425 RXR Plaza East Tower, 15th Floor Uniondale, New York 11556 (516) 663-6600 TO: xxxxxxx xxxxx 26 Sandpiper Court Old Westbury, New York 11568 BAHARAK AMIRIAN 5128 N. Parkway Calabasas Calabasas, CA 91302 MAKAN DELRAHIM 604 North Carolina Avenue, SE Washington, D.C. 20003 2 2 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and derivatively on Index No.: behalf of ROCKVILLE CORP., VERIFIED COMPLAINT Plaintiff, -against- xxxxxxx xxxxx, individually and as the executor of the Estate of xxxx xxxxx, and as co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; MAKAN DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; and BAHARAK AMIRIAN as co-trustee of the disclaimer Trust under the Last Will and Testament of xxxx xxxxx, Defendants, -and- ROCKVILLE CORP. Nominal Defendant. Plaintiff, xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and derivatively on behalf of Rockville Corp. (“Plaintiff”), by his attorneys, Ruskin Moscou Faltischek, P.C., as and for his Verified Complaint against defendants xxxxxxx xxxxx, individually and as the executor of the Estate of xxxx xxxxx, and as co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx (“xxxxxxx”); MAKAN DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx (“Makan”); and BAHARAK AMIRIAN as co-trustee of the 3 3 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 disclaimer Trust under the Last Will and Testament of xxxx xxxxx (“Baharak”) (xxxxxxx, Makan and Baharak collectively, the “Defendants”), respectfully alleges as follows: PRELIMINARY STATEMENT 1. This action arises from Defendants’ deliberate repudiation of fiduciary obligations owed to Plaintiff and Rockville Corp. 2. As it stands, Defendants are colluding to imminently sell Rockville Corp.’s sole asset – real property located at 172 Sunrise Highway, Rockville Centre, New York and surrounding lots (Section 38; Block: 317; Lot 130, 359 and 369) (the “Property”) – over the objection of Plaintiff, an 80% majority shareholder who has been the only acting officer of Rockville Corp. since the entity was formed in 1996. 3. By this Complaint, Plaintiff seeks legal and equitable relief including: (1) damages and attorneys’ fees as a result of Defendants’ breaches of fiduciary duties; (2) a declaration that Plaintiff owns an 80% controlling shareholder interest in Rockville Corp.; (3) an injunction enjoining and restraining Defendants from (a) transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written consent of Plaintiff; and (b) taking any steps and/or undertaking any actions in furtherance of transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written consent of Plaintiff; and (4) such other and further relief as this Court deems just and proper. 4 4 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 PARTIES 4. Plaintiff xxxxxx xxxxxx is a natural person residing in County of Nassau, State of New York. 5. During all times relevant to this action, Plaintiff was and is an 80% controlling shareholder of Rockville Corp. and is currently its sole acting officer. 6. Nominal defendant Rockville Corp. is and was, at all relevant times hereinafter mentioned, a domestic corporation formed under the laws of the State of New York, with its principal place of business located at 172 Sunrise Highway, Rockville Centre, New York 11570. 7. Rockville Corp. owns real property located at 172 Sunrise Highway, Rockville Centre, New York 11570 (Section 38; Block: 317; Lot 130, 359 and 369). 8. Non-party decedent xxxx xxxxx (“xxxx”) died on March 10, 2008, leaving a Last Will and Testament, dated September 5, 2007 (the “Will”). The Will was admitted to probate by a decree of the Surrogates Court, State of New York, County of Nassau on or about September 5, 2007. 9. From 1996 through the date of his death, xxxx maintained a 20% shareholder interest in Rockville Corp. 10. Plaintiff and xxxx, now deceased, were brothers. 11. Upon information and belief, xxxxxxx is a natural person residing at 26 Sandpiper Court, Old Westbury, New York 11568 and was xxxx’s wife during his lifetime. 12. Upon information and belief, xxxxxxx was appointed the executor to xxxx’s estate, by Letters Testamentary issued by the Surrogate’s Court of the State of New York, County of Nassau, on or about September 16, 2008. 5 5 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 13. Upon information and belief, xxxxxxx was also appointed co-trustee of a disclaimer trust under Article “Fourth” of the Will. 14. Upon information and belief, xxxx’s 20% shareholder interest in Rockville Corp. was an asset of xxxx’s estate which has either: (1) not yet been distributed by xxxxxxx, as executor, under xxxx’s Will; or (2) been distributed by xxxxxxx, as executor, to herself as the residual beneficiary under the Will; or (3) is being held in a disclaimer trust for xxxxxxx’s benefit under Article “Fourth” of the Will, for which xxxxxxx serves as co-trustee (the “Trust”); or (4) has been distributed to xxxxxxx, in part, as a residual beneficiary under the Will, and in part, as co-trustee of the Trust. 15. Upon information and belief, Makan is a natural person residing in the District of Columbia a/k/a Washington D.C. Upon information and belief, Makan, who is xxxxxxx’s brother, was appointed as co-trustee of the Trust under the Will and served in that capacity until he resigned as co-trustee in or around 2018 at which time his letters of trusteeship were revoked by decree of the Surrogate’s Court. 16. Upon information and belief, Baharak is a natural person residing in the State of California, County of Los Angeles. Upon information and belief Baharak was appointed as successor co-trustee of the Trust upon the revocation of Makan’s letters of trusteeship in or around 2018 and continues to serve in that capacity. JURISDICTION AND VENUE 17. The Court has personal jurisdiction over the parties pursuant to CPLR § 301 as the Defendants reside in the State of New York. 18. The appropriate venue for this action is Nassau County pursuant to CPLR §§ 503(a),(b) and (c). 6 6 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 FACTS RELEVANT TO ALL CAUSES OF ACTION A. The Formation of Rockville Corp. 19. In 1996, Plaintiff emigrated from Germany to the United States as a refugee from Iran. 20. Upon information and belief, in 1996, Plaintiff’s brother, xxxx, had been living in the United States for approximately 10 to 15 years. 21. Initially, Plaintiff faced hurdles when he moved to the United States, one of which was the fact that he did not have any credit history, resulting in his inability to obtain a mortgage or loan. 22. Plaintiff expressed to xxxx his desire to open a liquor store, and xxxx offered to help by procuring, through an entity that he and Plaintiff would form, to wit, Rockville Corp., certain mortgage financing to purchase the Property out of which Plaintiff would operate his Bargain Liquor Store (the “Store”). 23. Plaintiff and xxxx agreed ownership of Rockville Corp. would be allocated to Plaintiff (80%) and xxxx (20%). 24. Additionally, it was understood and agreed by and between Plaintiff and xxxx that Plaintiff would be responsible for running and overseeing all the day-to-day operations of Rockville Corp., along with the Store, and would handle their finances, manage the employees and would oversee all aspects of their operations going forward. 25. xxxx, for his part, was to serve as a passive minority shareholder whose sole responsibility was to facilitate the procurement of any bank financing that the businesses would require to fund their operations. 7 7 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 26. It was separately understood between the two brothers that xxxx would use any profit distributions he received from Rockville Corp. to cover certain categories of expenses incurred by their parents, who at the time, were still living in Iran. 27. In that respect, the agreement was for xxxx to hold his 20% shareholder interest as a nominee for Plaintiff and xxxx’s parents who were living in Iran at the time. 28. From inception, Rockville Corp. has operated without a shareholders agreement and, to date, the corporation has no by-laws and has never issued any certificated shares of stock to the shareholders. 29. Additionally, although it was initially contemplated that Plaintiff would be the sole business operator and officer -- which plan was put to practice once Rockville Corp. was formed -- the corporation has never formally elected a board of directors nor have any corporate officers ever been formally appointed. 30. On or about August 8, 1996, xxxx formed Rockville Corp. under the laws of the State of New York. 31. Rockville Corp. is a single purpose entity that holds title to the Property as its sole asset. B. Rockville Corp. Begins Operations and Procures Financing to Fund the Business 32. On August 2, 1996, Plaintiff paid, from his personal Citibank account, one thousand three hundred eighty dollars ($1,380) to the New York State Liquor Authority for a liquor license. 33. On January 17, 1997, Rockville Corp. purchased 172 Sunrise Highway, Rockville Centre, New York 11570 (Section 38; Block: 317; Lot 130) (“Lot 130”) in the amount of $300,000. 8 8 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 34. In connection with the purchase of Lot 130, Rockville Corp. obtained a purchase money mortgage from the sellers in the amount of $175,000. xxxx signed the mortgage documents on behalf of Rockville Corp. 35. In connection with the purchase of Lot 130, Plaintiff paid, from his personal Citibank account, sixty-five thousand dollars ($65,000) to the sellers as a down payment. 36. Unlike Plaintiff, xxxx did not contribute any personal funds to Rockville Corp. or towards the purchase of Lot 130. 37. On February 14, 1997, at Plaintiff’s behest, Rockville Corp. obtained a loan in the principal amount of three hundred fifty thousand dollars ($350,000) from Medallion Funding Corp. which was secured by a second mortgage recorded against Lot 130. xxxx signed the mortgage documents on behalf of Rockville Corp and, upon information and belief, Plaintiff, through his entity 172 Bargain Liquors Inc., signed a promissory note for $350,000 as additional security for repayment. 38. Plaintiff issued and signed the monthly mortgage checks that were used to pay down the balance of this mortgage obligation. 39. On December 15, 2000, Rockville Corp. purchased an adjoining lot: Section 38; Block 317; Lot 359 (“Lot 359”) for the amount of $200,000. 40. In connection with the purchase of Lot 359, Rockville Corp. obtained a mortgage loan in the amount of $150,000 from Eastern Funding LLC and a purchase money mortgage loan from the seller in the amount of $50,000. xxxx signed the mortgage documents on behalf of Rockville Corp. 41. Plaintiff issued and signed the monthly mortgage checks that were used to pay down the balance of these obligations. 9 9 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 42. On March 16, 2006, at Plaintiff’s behest, Rockville Corp. refinanced Lot 130 and Lot 359 by obtaining a mortgage loan for the principal amount of $900,000 from Cross County Federal Savings Bank (the “Cross County Mortgage”). xxxx signed the mortgage documents on behalf of Rockville Corp. 43. That same day, satisfactions of mortgages were recorded for the mortgages obtained prior to the March 16, 2006 mortgage. 44. On May 17, 2010, about two years after xxxx’s death, Rockville Corp. purchased Section: 38; Block: 317; Lot 369 (“Lot 369”) for $25,000 from the Incorporated Village of Rockville Corp. Plaintiff retained counsel to negotiate the purchase and signed the purchase documents on behalf of Rockville Corp. 45. On June 2, 2021, a satisfaction of mortgage was recorded against Lot 130 and Lot 359 on account of the Cross County Mortgage. 46. The Property is currently free and clear of liens and mortgages. C. xxxx’s Death and Related Probate Proceeding 47. On March 10, 2008, xxxx passed away testate. 48. xxxx is survived by his wife, xxxxxxx, and three children – Jordan xxxxx (“Jordan”), Jared xxxxx, and Alexa xxxxx. 49. xxxx’s Last Will and Testament, dated September 5, 2007 (i.e. the Will) named his wife xxxxxxx as executor and as co-trustee of the Trust under Article “Fourth” of the Will and Makan as co-trustee of the Trust. 50. On April 7, 2008, xxxxxxx filed a Petition for Testamentary and Trusteeship Letters. 51. On September 16, 2008, the Surrogates Court of the State of New York, County of Nassau issued Testamentary and Trusteeship Letters. 10 10 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 52. Pursuant to the Will, xxxx left his interest in Rockville Corp. to xxxxxxx and/or the disclaimer Trust under Article “Fourth” of the Will. D. Defendants’ Unauthorized Marketing of the Property 53. In 2021, Plaintiff, on the one hand, and Makan and Jordan, on the other hand, began engaging in negotiations for Plaintiff to purchase Defendants’ 20% interest in Rockville Corp. 54. While there was never any dispute during xxxx’s lifetime that Plaintiff maintained an 80% shareholder interest in Rockville Corp. and that xxxx’s interest was limited to a 20% minority share, when Defendants were presented with an offer they did not like, they immediately turned-around and engaged a broker, under Plaintiff’s nose and without his consent, to market and sell the Property without Plaintiff’s involvement. 55. This is despite the fact that Defendants only maintained a 20% indirect interest in the Property and that they had no legal or factual basis to bind Rockville Corp. to any such sale absent Planitiff’s consent. 56. Upon information and belief, Defendants along with non-party Trust beneficiary, Jordan xxxxx (“Jordan”, who is xxxxxxx’s son), advised the broker that they did in fact have the requisite corporate authority to bind Rockville Corp. to any such transaction and advised the broker to procure the best offer for the Property so they could sell it as soon as possible. 57. Upon information and belief, Defendants are withholding information concerning Plaintiff’s 80% shareholder interest in Rockville Corp. from unsuspecting potential purchasers who have expressed immediate interest in acquiring the Property. E. Plaintiff’s Role as the De Facto Sole Acting Officer of Rockville Corp. 58. From inception (i.e. 1996) to the present, Plaintiff has acted as a de facto (and the sole acting) officer of Rockville Corp. and the Store. 11 11 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 59. Plaintiff has operated and managed Rockville Corp. and the Store exclusively without interruption until Defendants’ recent repudiation of Plaintiff’s controlling stake in Rockville Corp. and the Property. 60. Plaintiff has made all payments for the Property through monies from his personal Citibank account or through the profits he makes from the Store. 61. Plaintiff receives and handles all of Rockville Corp.’s correspondence and business affairs. 62. For example, on October 9, 2020, Plaintiff, on behalf of Rockville Corp., commenced a tax certiorari proceeding for Lot 130 and Lot 369 for tax years 2012/13 through 2017/18. 63. Had it not been for Plaintiff’s reliance on his 80% shareholder interest in Rockville Corp., Plaintiff never would have: (1) made payments on the Property’s mortgage, property tax bills and insurance; (2) funded the acquisition of the Property out of his own pocket; (3) undertaken steps to reduce real estate taxes; or (4) contributed a quarter-century of sweat equity to the business while also maintaining the Property during this period. DEMAND FUTILITY 64. Plaintiff has not made any pre-suit demand upon Defendants to bring this action on behalf of Rockville Corp. because such demand would be futile, as the wrongdoers are Defendants, and a demand that they commence an action against themselves would be disregarded. 65. The institution of this action by the wrongdoing shareholders would place Rockville Corp. in hostile hands and would prevent its effective prosecution. 12 12 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 66. Plaintiff, on the other hand, who has, at all relevant times herein, been the de facto sole acting officer of Rockville Corp. and an 80% shareholder, will adequately and fairly represent the interests of Rockville Corp in enforcing and prosecuting its rights in this action. AS AND FOR A FIRST CAUSE OF ACTION (Breach of Fiduciary Duty – Derivatively on behalf of Rockville Corp.) 67. Plaintiff repeats and re-alleges the facts and allegations set forth in the proceeding paragraphs as if fully set forth herein. 68. Rockville Corp. is a closely held family owned corporation. 69. Defendants, by reason of their shareholder interest in Rockville Corp, owe to Plaintiff and Rockville Corp. fiduciary duties of loyalty, honesty and due care. 70. Notwithstanding their 20% minority non-controlling interest in Rockville Corp., Defendants are holding themselves out as controlling interest holders who have the ability to bind the corporation and, in doing so, are exercising complete dominion and control over the its sole asset, the Property, by marketing it for sale and pursuing binding offers and bids thereon, over Plaintiff’s objection. 71. By engaging in the aforesaid misconduct, without consent from Plaintiff and other wrongful conduct presently unknown to Plaintiff, Defendants breached their fiduciary duties to Rockville Corp. 72. As a direct and proximate result thereof, Rockville Corp. has been damaged and Defendants are liable to Rockville Corp. in an amount to be determined at trial but believed to be no less than $1,760,000, plus interest, costs and attorneys’ fees. 13 13 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 AS AND FOR A SECOND CAUSE OF ACTION (Constructive Trust) 73. Plaintiff repeats and re-alleges the facts and allegations set forth in the proceeding paragraphs as if fully set forth herein. 74. Defendants, by reason of their shareholder interest in Rockville Corp, owed to Plaintiff and Rockville Corp. fiduciary duties of loyalty, honesty and due care. 75. xxxx, and subsequently Defendants, have long maintained, over the course of twenty-five (25) plus-years, that Plaintiff holds an 80% shareholder interest in Rockville Corp. 76. Plaintiff’s 80% shareholder interest arose from an agreement with, and a promise made by xxxx when Rockville Corp. was first formed. 77. Defendants’ breached their promise and fiduciary duties by engaging in a series of ultra-vires and unauthorized actions in connection with Rockville Corp.’s ongoing operations, including marketing the Property for sale, and pursuing said sale, over Plaintiff’s objection. 78. In pursuing the sale of the Property, over Plaintiff’s objection and to his exclusion, Defendants have disclaimed and repudiated Plaintiff’s controlling interest in Rockville Corp. 79. In reliance upon xxxx’s and Defendants’ promise to recognize Plaintiff’s 80% controlling-shareholder interest Rockville Corp., Plaintiff contributed his own money to Rockville Corp. to fund its operations and Property acquisitions and invested twenty-five (25) plus years of sweat equity to the business as its sole and exclusive manager/operator. 80. By repudiating Plaintiff’s interest and pursuing the sale of the Property to his exclusion, Defendants have wrongfully converted for themselves the sole-asset of Rockville Corp. and are exercising complete dominion and control over such Property. 14 14 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 81. Defendants have been unjustly enriched by their improper and unauthorized marketing of the sale of the Property of Rockville Corp. for their own benefit, and to the detriment of the business and to Plaintiff’s exclusion. 82. Accordingly, Defendant is entitled to a declaratory judgment that he is an 80% shareholder of Rockville Corp. AS AND FOR A THIRD CAUSE OF ACTION (Permanent Injunction) 83. Plaintiff repeats and re-alleges the facts and allegations set forth in the proceeding paragraphs as if fully set forth herein. 84. Defendants’ ultra-vires and unauthorized actions, including marketing the Property for sale over Plaintiff’s objection interferes with Plaintiff’s ownership and corporate decision making powers as an 80% shareholder of Rockville Corp. 85. As a result, Plaintiff will suffer irreparable harm if marketing of the Property continues or if a sale of the Property closes without Plaintiff’s consent and is not permanently enjoined. 86. Based upon Defendants’ wrongful actions, Plaintiff is entitled to a permanent injunction enjoining and restraining Defendants from (a) transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written consent of Plaintiff; and (b) taking any steps and/or undertaking any actions in furtherance of transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written consent of Plaintiff. 15 15 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 01:08 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 PRAYER FOR RELIEF WHEREFORE, Plaintiff demands judgment against Defendants as follows: (a) On the First Cause of Action, an Order in favor of Plaintiff and against Defendants in an amount to be determined at trial but believed to be no less than $1,760,000, plus interest, costs and attorneys’ fees; (b) On the Second Cause of Action, a declaration that Plaintiff is an 80% shareholder of Rockville Corp.; (c) On the Third Cause of Action, a permanent injunction enjoining and restraining Defendants from (i) transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written consent of Plaintiff; and (ii) taking any steps and/or undertaking any actions in furtherance of transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written consent of Plaintiff; and (d) and such other and further relief as this Court deems just and proper. Dated: Uniondale, New York June 2, 2022 RUSKIN MOSCOU FALTISCHEK, P.C. By: /s/ Daniel E. Shapiro Daniel E. Shapiro Elizabeth S. Sy Attorneys for Plaintiff 1425 RXR Plaza East Tower, 15th Floor Uniondale, New York 11556 (516) 663-6600 16 16 of 17 FILED: NASSAU COUNTY CLERK 06/02/2022 INDEX 01:08NO. PM 607197/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/02/2022 17 of 17