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FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
xxxxxx xxxxxx a/k/a xxxxxxxxxx
xxxxxx, individually and derivatively on Index No.: 607197/2022
behalf of ROCKVILLE CORP.,
Hon. Sharon M.J. Gianelli
Plaintiff,
AFFIDAVIT OF
-against- xxxxxx xxxxxx
xxxxxxx xxxxx, individually and as the
executor of the Estate of xxxx xxxxx, and as
co-trustee of the disclaimer Trust under Date Returnable:
Article “Fourth” of the Last Will and June 16, 2022
Testament of xxxx xxxxx; MAKAN
DELRAHIM, as former co-trustee of the
disclaimer Trust under Article “Fourth” of the Motion Seq. No.’s 1 & 2
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.
STATE OF NEW YORK )
) ss:
COUNTY OF NASSAU )
xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, being duly sworn, deposes and says:
1. I am the plaintiff in the above-captioned action and submit this affidavit, based on
my own personal knowledge, in opposition to Defendants’ cross-motion to dismiss the Verified
Complaint and in further support of my application for a preliminary injunction.
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2. I have reviewed the opposition and dismissal papers submitted by Defendants,
which are filled with false statements and inconsistencies. I am compelled to respond in order to
correct the record and to provide further documentary support for my injunction application and
the claims I have set forth against all three of the Defendants in this action.
A. Defendants Falsely Claim that xxxxxxx Inherited a 100% Interest in Rockville
Corp. and that I Own Less than 80% of the Shares in the Corporation
3. The Defendants outlandish claim that my late brother xxxx’s widow, xxxxxxx,
somehow inherited a 100% shareholder interest in Rockville Corp. after his death, when xxxx
never maintained any more than a 20% interest during his life, must be addressed and disposed of
up front.
4. In order to do so, the Court need not look any further than the closing statement for
Rockville Corp’s 1997 acquisition of the Property—its only asset—that the Defendants annexed
to their opposition. See NYSCEF Dckt. No. 27. Page 2 of the closing statement lists the only out
of pocket payments made on behalf of Rockville Corp. to the seller at the closing. Those payments
include a $47,500.00 certified check made payable to John Lerman and a $17,500.00 certified
check made payable to seller Linda Cocco. Significantly, I attached copies of these certified
checks, which were issued and signed by me and backed with my personal funds, to my prior
affidavit. NYSCEF Dckt. No. 6.
5. Hence, the Property was not something my brother “gifted” me on my arrival in the
United States “out of the goodness of [his] heart” as part of a “sweetheart deal” as Defendants
suggest (see NYSCEF Dckt. No. 23 (xxxxxxx Affidavit), at ¶7), it was an asset I purchased with
my own money. Therefore, xxxxxxx’s statement that I played “no role whatsoever in setting up,
owning, funding, financing, or managing Rockville Corp.” is a blatant lie, disproven by the very
documents she annexed to her affidavit. Id. at ¶13, compared with, NYSCEF Dckt. No. 6.
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6. It is utterly absurd for Defendants to take the position, today, that I do not have any
interest in Rockville Corp given that I was the only individual to have contributed my personal
funds to purchase the corporation’s only asset (the balance of the purchase price was financed by
a seller-side mortgage). The absurdity is only heightened by the fact that I did not just fund the
corporation with my own money, but I have also been the corporation’s exclusive decision-maker
and only operator since it came into existence 25 years ago.
7. Indeed, I am the only individual who has been charged with paying down and
satisfying each and every mortgage that has been recorded against the Property while Rockville
Corp. has held title. xxxx did not make these mortgage payments during his lifetime, I did. As
between the two of us, I was responsible for paying the mortgage. After xxxx’s death, none of
the Defendants contributed a penny to any of these mortgage payments. To that end, I (and I alone)
have successfully paid down each and every mortgage recorded against the Property over the
course of 25 years. Because of my diligence and management, as of today, Rockville Corp. has
zero mortgage debt.1
8. As I stated in my prior affidavit, during his lifetime, xxxx’s prime role with respect
to Rockville Corp. was to procure certain mortgage financing; I was then responsible for paying
these mortgages off. His only other role was to facilitate the filing of the tax returns, for which
the corporation retained an accountant. It was xxxx, and after his death, the various Defendants,
who signed the tax returns each year and issued the Form K-1’s. I never did.
9. It therefore comes as no surprise that the only documents Defendants rely on to
support their argument that xxxx (during his life) or that xxxxxxx (under xxxx’s will or under a
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While Defendants opposition papers imply that xxxx and xxxxxxx personally guaranteed a Rockville Corp.
mortgage, none of the documents they annex as support includes a personal guaranty or anything to support this
statement. Either way, as between me and xxxx, I was the one who was ultimately responsible for the debt.
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trust), was (or is) a 100% owner of the Property are self-serving documents that I played no role
in creating and never signed. My understanding is that Form K-1’s and documents that a
corporation submits to banks to obtain mortgage financings are not corporate “records” nor are
they clear proof of ownership.
10. It also bears noting that some of the documents that xxxx signed in connection
with these mortgage closings, included representations he made that he clearly knew to be false at
the time.
11. As proof of this, xxxxxxx admits that xxxx never had an interest in 172 Bargain
Liquors Inc., which is the Bargain Liquor store I have been operating out of the Property since I
funded Rockville Corp.’s acquisition in the late 1990’s. NYSCEF Dckt. No. 23, at ¶ 22. Yet, in
two mortgage closing documents that xxxxxxx submits as support for her arguments (an Agreement
to Assign Rents and Errors and Omissions Compliance Agreement), xxxx signed on behalf of my
entity 172 Bargain Liquors, Inc., as tenant, knowing full-well he never had an interest in the store.
NYSCEF Dckt. No. 29, at pp. 21 – 22.
12. Indeed, the things xxxx signed in his role as the mortgage-finance-partner appear
to have been, at least in some instances, completely detached from reality. They should not be
considered proof of his ownership interest in Rockville Corp, nor should they be proof of mine.
13. Furthermore, xxxxxxx’s own Surrogate’s Court filings establish that she too was
aware that her husband only maintained, at most, a nominal interest in Rockville Corp.
14. The estate tax returns that Defendants attach, in which either defendant Makan
Delrahim (“Makan”) or xxxxxxx signs as the executor of xxxx’s estate, provide that xxxx held
50% equity interests in eight (8) separate closely-held-corporations. See NYSCEF Dckt. No. 31,
at Schedule “B”.
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15. However, in the Petition for Probate and Letters Testamentary and Trusteeship,
which both xxxxxxx and Makan signed and filed with the Surrogate’s Court, xxxxxxx lists that the
total value of xxxx’s personal property on his death approximated $1,000,000.00. A copy of the
Petition for Probate is annexed hereto as Exhibit “A” (see p. 7).
16. I understand from counsel that this personal property would have included any
stock or equity interests xxxx owned on his death that was to pass through his estate. Thus, this
$1,000,000.00 approximation only makes sense if xxxxxxx was valuing xxxx’s interest in
Rockville at 20% or less. 100% interest in Rockville Corp. in 2008 would have been worth
$1,000,000.00, alone. And, if xxxx held a 100% interest in Rockville Corp. in addition to all of
these stock/equity interests that he held in various other businesses, the value of his personal
property at death would have been far more than the $1,000,000.00 xxxxxxx listed in this Court
filing. Clearly, xxxxxxx, who says she knew about the nature of her husband’s ownership in
Rockville Corp. since 1997, when it was formed (see NYSCEF Dckt. No. 23, at p. 5, n. 2), knew
his interest was nominal. This is why she submitted this court filing to that effect.
17. In addition, Defendants contend that they have not received a penny from Rockville
Corp. since 2013. That is 9 years. They claim that this is because I have not distributed any monies
generated by this income producing Property during that period. NYSCEF Dckt. No. 23, at p. 6,
n. 3.
18. This argument only exposes their claim of 100% ownership as laughable. First, if
any of the defendants had a 100% interest in Rockville Corp., they would have had the ability to
issue, to themselves, however much in distributions they saw fit, whenever they saw fit. Second,
the idea that defendants sat on their hands for nearly decade before asserting their rights to any
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profits, is proof in and of itself that they had no controlling interest, let alone a majority interest
that could compel a distribution.
19. As a prime example of how outrageous Defendants’ position is regarding their
ownership of Rockville Corp, I have annexed a copy of a letter I received from xxxxxxx in 2019,
in which she admits she has no knowledge of Rockville Corp’s finances and needs me to gather
certain documents to provide the lender, Cross County Savings Bank. See Exhibit “B”. In the
letter xxxxxxx says “Please take care of this. I have sent it to you before. They need the finances
for the property, which you have and I don’t! This is the final notice from them. Thank you Kathy.”
Id.
20. Clearly, this letter refutes xxxxxxx’s assertion in paragraph 13 of her affidavit that I
“had no role whatsoever in…managing Rockville Corp.” If it were not for me, nobody would be
managing Rockville Corp. NYSCEF Dckt. No. 23, ¶ 13.
21. Furthermore, xxxxxxx makes a big to-do over the fact that Cross County Bank sent
a mortgage statement to her address, and not to Plaintiff. I am confused as to why that is relevant
at all, especially since xxxxxxx admits to knowing nothing about how to address the lender’s
requests; she was looking at me to take charge of the situation. What she also fails to mention
in her affidavit is that every other single piece of corporate correspondence is sent directly to me,
c/o my Bargain Liquor store business. I receive, at my business address, the real estate tax
correspondence, the corporate bank statements/correspondence, the Property insurance
correspondence and everything else that comes with running and operating the Property. Copies
of examples of real estate tax correspondence and corporate bank statements/correspondence are
annexed hereto as Exhibits C and D, respectively.
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22. In addition, I am the one who authorizes tax certiorari proceedings to challenge the
assessed values for the Property on behalf of Rockville Corp. A copy of my authorization for the
2021/22 and 2022/23 tax assessment rolls for the Property is annexed hereto as Exhibit “E.”
23. Lastly, I submit all the ASIE filings (Annual Survey of Income and Expense)
related to the Property with the Nassau County Department of Assessment. A copy of
correspondence regarding the ASIE filings is annexed hereto as Exhibit “F" This is just one other
example of me being the lone shareholder who has managed and operated the corporation and the
Property.
24. In summary, proof of my 80% ownership in Rockville Corp. over a 25 year period
is demonstrated by: (i) the monies that I, and nobody else, personally contributed to the Property’s
purchase; (ii) the payments that I made on behalf of Rockville Corp., with money I earned, to cover
all of the Property’s real estate taxes, insurance expenses and mortgage debt; (iii) two-and-a-half
decades of control and decision-making powers as the Rockville Corp.’s, and the Property’s, sole
manager and officer.
25. Based on the above, there is no reason for the Court to deny my application for
injunctive relief. My rights to the Property should not be undermined by Defendants’ false claim
to ownership.
B. It is Defendants Who Are Engaging in Bad Faith Negotiations with Me, Not the
Reverse, While Defendant Makan Continues to Hold Himself Out as the Estate
Fiduciary With Whom I Must Communicate
26. Defendants contend that xxxxxxx’s brother, Makan, and her son, Jordan, have tried
to negotiate a purchase price for me to buy out their 20% interest in Rockville Corp. but allege that
I have been unwilling to come to a compromise. This is false.
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27. Defendants also state that Makan should be dismissed from this case because he
has nothing to do with this dispute (despite Defendants’ acknowledging him as their lead
negotiator), and that I named him as a defendant to “harass” him. That too is false.
28. For context, starting in or around 2015, I began a dialogue with xxxxxxx’s brother,
Makan, to buyout xxxx’s estate’s 20% interest in Rockville Corp.
29. Makan informed me that he was the executor of the estate, he owed a fiduciary duty
to xxxxxxx, and that he would be negotiating with me in that capacity. He also told me that I should
not communicate with xxxxxxx, directly, about anything involving these discussions.
30. In or around 2016, when the back-and-forth negotiations between the parties should
have been progressing towards a resolution, Makan stopped being responsive and our dialogue
came to halt.
31. I learned, only recently, that this was because Makan had taken a position within
the transition team for the then, President-Elect Donald J. Trump. Once President Trump took
office, Makan’s role expanded; he was appointed and nominated to serve in President Trump’s
Department of Justice where he served until President Joe Biden was inaugurated in 2021.
32. It was also not until after President Trump left office in 2021 that Makan tried to
revive the buy-out talks. Except now, Makan was taking a more hostile tone with these
negotiations. He began threatening to sell the Property on the open market and cut me out of the
deal if I did not agree to his demands. It was his threats, and his decision to list, market and sell
the Property under my nose, that forced me to bring this action and seek injunctive relief.
33. It is also news to me that he is no longer of fiduciary or a representative of xxxx’s
estate. Makan is still certainly holding himself out as one. His most recent communications with
me, and my son, xxxxx, show that he is still acting as a fiduciary to xxxxxxx and to xxxx’s estate.
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Annexed hereto as Exhibit “G” is a text that Makan sent my son, xxxxx2, in May 2022, wherein
he represents that he still,as of May 2022, owes a fiduciary duty to xxxx’s estate and the
beneficiaries. Annexed hereto as Exhibit “H” is an email sent by xxxxxxx, on May 12, 2022, to
Rockville’s accountant, among others, in which she represents that Makan is still the “executor of
f (sic) the Estate” and states that “he has to make the final decision” on a buy-out. Annexed hereto
as Exhibit “I” is a series of texts that Makan sent to me, one of which says “according to xxxx
and his explanation, once this is resolved his estate will release the real property, which has been
security, to you completely.”
34. If this is not proof that Makan is intimately involved in this dispute, and that he has
been dictating these buy-out negotiations on xxxx’s side of the deal, I am not sure what is.
35. This lawsuit involves a dispute over the ownership of Rockville Corp. Through
counsel, I have learned that Makan and defendant Baharak Amirian were charged, as estate
fiduciaries, with overseeing and distributing xxxx’s 20% estate interest in Rockville Corp. to the
proper estate beneficiaries. Therefore, to the extent Makan or Baharak distributed an estate asset
comprising of a 100% interest Rockville Corp., where xxxx never had any more than a 20%
interest, it is my understanding they must be named as are necessary parties to this action.
36. Contrary to Defendants’ statements, my intention has never been to “harass”
anyone, much less litigate this intra-family dispute. My intention has always been to negotiate in
good-faith towards the purchase a 20% interest in Rockville Corp. at fair market value.
2
I asked my son xxxxx to get involved in these negotiations in 2022, when Makan began leveling threats that he
would sell the Property without me as a negotiation ploy.
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WHEREFORE, it is respectfully requested that this Court grant Plaintiff's motion for a
preliminary injunction and deny Defendants' cross-motion in its entirety with such other and
further relief as the Court may deem just and proper.
NATHANSAKENI
Sworn to before me this
Notary
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WORD COUNT CERTIFICATION
I certify that the Affidavit of xxxxxx xxxxxx complies with the Court’s volume limitations
because the total number of words in the document, inclusive of point headings and footnotes, and
exclusive of the caption, table of contents, table of authorities, and signature block, or any
authorized addendum containing statutes, rules, and regulations, is less than 7,000.
Dated: Uniondale, New York
June 15, 2022
RUSKIN MOSCOU FALTISCHEK, P.C.
By: /s/ Daniel E. Shapiro
Daniel E. Shapiro
Attorneys for Plaintiff
1425 RXR Plaza
East Tower, 15th Floor
Uniondale, New York 11556
(516) 663-6600
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FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and derivatively on Index No.: 607197/2022 behalf of ROCKVILLE CORP., Hon. Sharon M.J. Gianelli Plaintiff, AFFIDAVIT OF -against- xxxxxx xxxxxx xxxxxxx xxxxx, individually and as the executor of the Estate of xxxx xxxxx, and as co-trustee of the disclaimer Trust under Date Returnable: Article “Fourth” of the Last Will and June 16, 2022 Testament of xxxx xxxxx; MAKAN DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Motion Seq. No.’s 1 & 2 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. STATE OF NEW YORK ) ) ss: COUNTY OF NASSAU ) xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, being duly sworn, deposes and says: 1. I am the plaintiff in the above-captioned action and submit this affidavit, based on my own personal knowledge, in opposition to Defendants’ cross-motion to dismiss the Verified Complaint and in further support of my application for a preliminary injunction. 1 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 2. I have reviewed the opposition and dismissal papers submitted by Defendants, which are filled with false statements and inconsistencies. I am compelled to respond in order to correct the record and to provide further documentary support for my injunction application and the claims I have set forth against all three of the Defendants in this action. A. Defendants Falsely Claim that xxxxxxx Inherited a 100% Interest in Rockville Corp. and that I Own Less than 80% of the Shares in the Corporation 3. The Defendants outlandish claim that my late brother xxxx’s widow, xxxxxxx, somehow inherited a 100% shareholder interest in Rockville Corp. after his death, when xxxx never maintained any more than a 20% interest during his life, must be addressed and disposed of up front. 4. In order to do so, the Court need not look any further than the closing statement for Rockville Corp’s 1997 acquisition of the Property—its only asset—that the Defendants annexed to their opposition. See NYSCEF Dckt. No. 27. Page 2 of the closing statement lists the only out of pocket payments made on behalf of Rockville Corp. to the seller at the closing. Those payments include a $47,500.00 certified check made payable to John Lerman and a $17,500.00 certified check made payable to seller Linda Cocco. Significantly, I attached copies of these certified checks, which were issued and signed by me and backed with my personal funds, to my prior affidavit. NYSCEF Dckt. No. 6. 5. Hence, the Property was not something my brother “gifted” me on my arrival in the United States “out of the goodness of [his] heart” as part of a “sweetheart deal” as Defendants suggest (see NYSCEF Dckt. No. 23 (xxxxxxx Affidavit), at ¶7), it was an asset I purchased with my own money. Therefore, xxxxxxx’s statement that I played “no role whatsoever in setting up, owning, funding, financing, or managing Rockville Corp.” is a blatant lie, disproven by the very documents she annexed to her affidavit. Id. at ¶13, compared with, NYSCEF Dckt. No. 6. 2 2 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 6. It is utterly absurd for Defendants to take the position, today, that I do not have any interest in Rockville Corp given that I was the only individual to have contributed my personal funds to purchase the corporation’s only asset (the balance of the purchase price was financed by a seller-side mortgage). The absurdity is only heightened by the fact that I did not just fund the corporation with my own money, but I have also been the corporation’s exclusive decision-maker and only operator since it came into existence 25 years ago. 7. Indeed, I am the only individual who has been charged with paying down and satisfying each and every mortgage that has been recorded against the Property while Rockville Corp. has held title. xxxx did not make these mortgage payments during his lifetime, I did. As between the two of us, I was responsible for paying the mortgage. After xxxx’s death, none of the Defendants contributed a penny to any of these mortgage payments. To that end, I (and I alone) have successfully paid down each and every mortgage recorded against the Property over the course of 25 years. Because of my diligence and management, as of today, Rockville Corp. has zero mortgage debt.1 8. As I stated in my prior affidavit, during his lifetime, xxxx’s prime role with respect to Rockville Corp. was to procure certain mortgage financing; I was then responsible for paying these mortgages off. His only other role was to facilitate the filing of the tax returns, for which the corporation retained an accountant. It was xxxx, and after his death, the various Defendants, who signed the tax returns each year and issued the Form K-1’s. I never did. 9. It therefore comes as no surprise that the only documents Defendants rely on to support their argument that xxxx (during his life) or that xxxxxxx (under xxxx’s will or under a 1 While Defendants opposition papers imply that xxxx and xxxxxxx personally guaranteed a Rockville Corp. mortgage, none of the documents they annex as support includes a personal guaranty or anything to support this statement. Either way, as between me and xxxx, I was the one who was ultimately responsible for the debt. 3 3 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 trust), was (or is) a 100% owner of the Property are self-serving documents that I played no role in creating and never signed. My understanding is that Form K-1’s and documents that a corporation submits to banks to obtain mortgage financings are not corporate “records” nor are they clear proof of ownership. 10. It also bears noting that some of the documents that xxxx signed in connection with these mortgage closings, included representations he made that he clearly knew to be false at the time. 11. As proof of this, xxxxxxx admits that xxxx never had an interest in 172 Bargain Liquors Inc., which is the Bargain Liquor store I have been operating out of the Property since I funded Rockville Corp.’s acquisition in the late 1990’s. NYSCEF Dckt. No. 23, at ¶ 22. Yet, in two mortgage closing documents that xxxxxxx submits as support for her arguments (an Agreement to Assign Rents and Errors and Omissions Compliance Agreement), xxxx signed on behalf of my entity 172 Bargain Liquors, Inc., as tenant, knowing full-well he never had an interest in the store. NYSCEF Dckt. No. 29, at pp. 21 – 22. 12. Indeed, the things xxxx signed in his role as the mortgage-finance-partner appear to have been, at least in some instances, completely detached from reality. They should not be considered proof of his ownership interest in Rockville Corp, nor should they be proof of mine. 13. Furthermore, xxxxxxx’s own Surrogate’s Court filings establish that she too was aware that her husband only maintained, at most, a nominal interest in Rockville Corp. 14. The estate tax returns that Defendants attach, in which either defendant Makan Delrahim (“Makan”) or xxxxxxx signs as the executor of xxxx’s estate, provide that xxxx held 50% equity interests in eight (8) separate closely-held-corporations. See NYSCEF Dckt. No. 31, at Schedule “B”. 4 4 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 15. However, in the Petition for Probate and Letters Testamentary and Trusteeship, which both xxxxxxx and Makan signed and filed with the Surrogate’s Court, xxxxxxx lists that the total value of xxxx’s personal property on his death approximated $1,000,000.00. A copy of the Petition for Probate is annexed hereto as Exhibit “A” (see p. 7). 16. I understand from counsel that this personal property would have included any stock or equity interests xxxx owned on his death that was to pass through his estate. Thus, this $1,000,000.00 approximation only makes sense if xxxxxxx was valuing xxxx’s interest in Rockville at 20% or less. 100% interest in Rockville Corp. in 2008 would have been worth $1,000,000.00, alone. And, if xxxx held a 100% interest in Rockville Corp. in addition to all of these stock/equity interests that he held in various other businesses, the value of his personal property at death would have been far more than the $1,000,000.00 xxxxxxx listed in this Court filing. Clearly, xxxxxxx, who says she knew about the nature of her husband’s ownership in Rockville Corp. since 1997, when it was formed (see NYSCEF Dckt. No. 23, at p. 5, n. 2), knew his interest was nominal. This is why she submitted this court filing to that effect. 17. In addition, Defendants contend that they have not received a penny from Rockville Corp. since 2013. That is 9 years. They claim that this is because I have not distributed any monies generated by this income producing Property during that period. NYSCEF Dckt. No. 23, at p. 6, n. 3. 18. This argument only exposes their claim of 100% ownership as laughable. First, if any of the defendants had a 100% interest in Rockville Corp., they would have had the ability to issue, to themselves, however much in distributions they saw fit, whenever they saw fit. Second, the idea that defendants sat on their hands for nearly decade before asserting their rights to any 5 5 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 profits, is proof in and of itself that they had no controlling interest, let alone a majority interest that could compel a distribution. 19. As a prime example of how outrageous Defendants’ position is regarding their ownership of Rockville Corp, I have annexed a copy of a letter I received from xxxxxxx in 2019, in which she admits she has no knowledge of Rockville Corp’s finances and needs me to gather certain documents to provide the lender, Cross County Savings Bank. See Exhibit “B”. In the letter xxxxxxx says “Please take care of this. I have sent it to you before. They need the finances for the property, which you have and I don’t! This is the final notice from them. Thank you Kathy.” Id. 20. Clearly, this letter refutes xxxxxxx’s assertion in paragraph 13 of her affidavit that I “had no role whatsoever in…managing Rockville Corp.” If it were not for me, nobody would be managing Rockville Corp. NYSCEF Dckt. No. 23, ¶ 13. 21. Furthermore, xxxxxxx makes a big to-do over the fact that Cross County Bank sent a mortgage statement to her address, and not to Plaintiff. I am confused as to why that is relevant at all, especially since xxxxxxx admits to knowing nothing about how to address the lender’s requests; she was looking at me to take charge of the situation. What she also fails to mention in her affidavit is that every other single piece of corporate correspondence is sent directly to me, c/o my Bargain Liquor store business. I receive, at my business address, the real estate tax correspondence, the corporate bank statements/correspondence, the Property insurance correspondence and everything else that comes with running and operating the Property. Copies of examples of real estate tax correspondence and corporate bank statements/correspondence are annexed hereto as Exhibits C and D, respectively. 6 6 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 22. In addition, I am the one who authorizes tax certiorari proceedings to challenge the assessed values for the Property on behalf of Rockville Corp. A copy of my authorization for the 2021/22 and 2022/23 tax assessment rolls for the Property is annexed hereto as Exhibit “E.” 23. Lastly, I submit all the ASIE filings (Annual Survey of Income and Expense) related to the Property with the Nassau County Department of Assessment. A copy of correspondence regarding the ASIE filings is annexed hereto as Exhibit “F" This is just one other example of me being the lone shareholder who has managed and operated the corporation and the Property. 24. In summary, proof of my 80% ownership in Rockville Corp. over a 25 year period is demonstrated by: (i) the monies that I, and nobody else, personally contributed to the Property’s purchase; (ii) the payments that I made on behalf of Rockville Corp., with money I earned, to cover all of the Property’s real estate taxes, insurance expenses and mortgage debt; (iii) two-and-a-half decades of control and decision-making powers as the Rockville Corp.’s, and the Property’s, sole manager and officer. 25. Based on the above, there is no reason for the Court to deny my application for injunctive relief. My rights to the Property should not be undermined by Defendants’ false claim to ownership. B. It is Defendants Who Are Engaging in Bad Faith Negotiations with Me, Not the Reverse, While Defendant Makan Continues to Hold Himself Out as the Estate Fiduciary With Whom I Must Communicate 26. Defendants contend that xxxxxxx’s brother, Makan, and her son, Jordan, have tried to negotiate a purchase price for me to buy out their 20% interest in Rockville Corp. but allege that I have been unwilling to come to a compromise. This is false. 7 7 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 27. Defendants also state that Makan should be dismissed from this case because he has nothing to do with this dispute (despite Defendants’ acknowledging him as their lead negotiator), and that I named him as a defendant to “harass” him. That too is false. 28. For context, starting in or around 2015, I began a dialogue with xxxxxxx’s brother, Makan, to buyout xxxx’s estate’s 20% interest in Rockville Corp. 29. Makan informed me that he was the executor of the estate, he owed a fiduciary duty to xxxxxxx, and that he would be negotiating with me in that capacity. He also told me that I should not communicate with xxxxxxx, directly, about anything involving these discussions. 30. In or around 2016, when the back-and-forth negotiations between the parties should have been progressing towards a resolution, Makan stopped being responsive and our dialogue came to halt. 31. I learned, only recently, that this was because Makan had taken a position within the transition team for the then, President-Elect Donald J. Trump. Once President Trump took office, Makan’s role expanded; he was appointed and nominated to serve in President Trump’s Department of Justice where he served until President Joe Biden was inaugurated in 2021. 32. It was also not until after President Trump left office in 2021 that Makan tried to revive the buy-out talks. Except now, Makan was taking a more hostile tone with these negotiations. He began threatening to sell the Property on the open market and cut me out of the deal if I did not agree to his demands. It was his threats, and his decision to list, market and sell the Property under my nose, that forced me to bring this action and seek injunctive relief. 33. It is also news to me that he is no longer of fiduciary or a representative of xxxx’s estate. Makan is still certainly holding himself out as one. His most recent communications with me, and my son, xxxxx, show that he is still acting as a fiduciary to xxxxxxx and to xxxx’s estate. 8 8 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 Annexed hereto as Exhibit “G” is a text that Makan sent my son, xxxxx2, in May 2022, wherein he represents that he still,as of May 2022, owes a fiduciary duty to xxxx’s estate and the beneficiaries. Annexed hereto as Exhibit “H” is an email sent by xxxxxxx, on May 12, 2022, to Rockville’s accountant, among others, in which she represents that Makan is still the “executor of f (sic) the Estate” and states that “he has to make the final decision” on a buy-out. Annexed hereto as Exhibit “I” is a series of texts that Makan sent to me, one of which says “according to xxxx and his explanation, once this is resolved his estate will release the real property, which has been security, to you completely.” 34. If this is not proof that Makan is intimately involved in this dispute, and that he has been dictating these buy-out negotiations on xxxx’s side of the deal, I am not sure what is. 35. This lawsuit involves a dispute over the ownership of Rockville Corp. Through counsel, I have learned that Makan and defendant Baharak Amirian were charged, as estate fiduciaries, with overseeing and distributing xxxx’s 20% estate interest in Rockville Corp. to the proper estate beneficiaries. Therefore, to the extent Makan or Baharak distributed an estate asset comprising of a 100% interest Rockville Corp., where xxxx never had any more than a 20% interest, it is my understanding they must be named as are necessary parties to this action. 36. Contrary to Defendants’ statements, my intention has never been to “harass” anyone, much less litigate this intra-family dispute. My intention has always been to negotiate in good-faith towards the purchase a 20% interest in Rockville Corp. at fair market value. 2 I asked my son xxxxx to get involved in these negotiations in 2022, when Makan began leveling threats that he would sell the Property without me as a negotiation ploy. 9 9 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 WHEREFORE, it is respectfully requested that this Court grant Plaintiff's motion for a preliminary injunction and deny Defendants' cross-motion in its entirety with such other and further relief as the Court may deem just and proper. NATHANSAKENI Sworn to before me this Notary 10 of 11 FILED: NASSAU COUNTY CLERK 06/15/2022 05:06 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 06/15/2022 WORD COUNT CERTIFICATION I certify that the Affidavit of xxxxxx xxxxxx complies with the Court’s volume limitations because the total number of words in the document, inclusive of point headings and footnotes, and exclusive of the caption, table of contents, table of authorities, and signature block, or any authorized addendum containing statutes, rules, and regulations, is less than 7,000. Dated: Uniondale, New York June 15, 2022 RUSKIN MOSCOU FALTISCHEK, P.C. By: /s/ Daniel E. Shapiro Daniel E. Shapiro Attorneys for Plaintiff 1425 RXR Plaza East Tower, 15th Floor Uniondale, New York 11556 (516) 663-6600 11 11 of 11