Motion to Disqualify Counsel in Nyc Materials Corp., Dta Industries, Inc., Anthony J. Vulpis, Nyc Leasing Group Inc. v. Csf Materials Corp., Michael Bonsera, Lisa Bonsera, Anthony Gagliardi added by the Intervenor Summons & Complaint| Trellis.Law

On December 20, 2017 a Motion,Ex Parte was filed involving a dispute between Anthony J. Vulpis, Dta Industries, Inc., Nyc Leasing Group Inc., Nyc Materials Corp., and Anthony Gagliardi Added By The Intervenor Summons & Complaint, Csf Materials Corp., Lisa Bonsera, Michael Bonsera, for Commercial Division (Corporate Torts) in the District Court of Nassau County.

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FILED: NASSAU COUNTY CLERK 04/23/2019 12:30 PM INDEX NO. 613848/2017
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 04/23/2019

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
---------------------------------------------------------------------x
NYC MATERIALS CORP., DTA INDUSTRIES,
INC., ANTHONY J. VULPIS, and NYC LEASING Index No.: 613848/2017
GROUP INC.,
Plaintiffs,

-against-

CSF MATERIALS CORP., MICHAEL BONSERA,
and LISA BONSERA,

Defendants.
VOLVO FINANCIAL SERVICES, a division of
VFS US LLC,
Intervenor-Plaintiff,

-against-

CSF MATERIALS CORP., LISA BONSERA NYC
MATERIALS CORP., DTA INDUSTRIES, INC.,
ANTHONY J. VULPIS and ANTHONY
CAGLIARDI,
Defendants.

----------------------------------------------------------------------x
NY METRO TRUCK INC.,
Index No.: 613804/2017
Plaintiff,

-against- Consolidated Action

CSF MATERIALS CORP., NASSAU COUNTY
POLICE DEPARTMENT and NASSAU COUNTY,

Defendants.

---------------------------------------------------------------------x

PLAINTIFFS NYC MATERIALS CORP., DTA INDUSTRIES, INC., AND
ANTHONY J. VULPIS’ AND DEFENDANT ANTHONY GAGLIARDI’S REPLY
MEMORANDUM OF LAW IN FURHTER SUPPORT OF MOTION TO
DISQUALIFY COUNSEL FOR DEFENDANTS CSF MATERIALS CORP.,
MICHAEL BONSERA, and LISA BONSERA

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Plaintiffs, NYC Materials Corp., DTA Industries, Inc., and Anthony J. Vulpis, and

Joined-Party/Defendant Anthony Gagliardi1 respectfully submit this Reply Memorandum of Law

in Further Support of their Motion to Disqualify Randy Scott Zelin, Esq. and Randy Scott Zelin

PC as counsel for Defendants: CSF Materials Corp., Michael Bonsera, and Lisa Bonsera.

Counsel Zelin does not deny he previously was counsel to NYC Materials Corp. (“NYC

Materials”) in a Business Integrity Commission (“BIC”) license renewal proceeding. There is

also no dispute the interest of Plaintiffs, particularly NYC Materials, and the Defendants

represented by Mr. Zelin are materially adverse in this action.

The arguments against disqualification raised by Mr. Zelin are that the BIC proceeding

and this lawsuit are “wholly unrelated” and his representation of NYC Materials was a “single

issue limited engagement”.2 The affirmation of Counsel Zelin, however, downplays the

significance of the BIC proceeding, which is undoubtedly adversarial as between BIC and NYC

Materials, as evidenced by the 17-page BIC Decision. He also downplays the importance of the

BIC proceedings as the failure to obtain such licensing from the BIC dooms companies from

operating when a negative decision is issued. More importantly, he downplays the role he

played in representing NYC Materials in these proceedings. To provide legal advice to NYC

Materials, Mr. Zelin would have been privy to confidential information related to the financials,

corporate structure, and interworking’s of NYC Materials, as well as the personal confidential

statements of Mr. Vulpis and Mr. Gagliardi, which both Mr. Vulpis and Mr. Gagliardi confirm

were divulged to him. His alleged limited interaction with BIC does not speak to the behind the

scenes work and review of materials and information divulged to him by NYC Materials, which

1
Collectively “Movants”.
2
Zelin 4/16/19 Affirmation in Opposition, ¶ 8, 20.

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is the central issue in this motion.3

Here, the Record evinces the BIC proceeding is substantially related to this litigation,

supporting the disqualification of Counsel Zelin and Counsel Zelin’s representation of

Defendants herein against NYC Materials creates an appearance of impropriety which warrants

disqualification. Defendants’ tangential arguments regarding the timing of this motion,

counsel’s recollection of the BIC proceeding, and conjecture regarding the reason for the

disqualification motion should all be rejected as outweighed by the interest of NYC Materials not

having its prior counsel represent an adverse party where Mr. Zelin had access to confidential

information and communications relating to NYC Materials and other adverse parties.

ARGUMENT

I. COUNSEL ZELIN’S REPRESENTATION OF DEFENDANTS WARRANTS
DISQUALIFICATION

Motions to disqualify opposing counsel rest in the sound discretion of the Court and are

scrutinized considering the competing policies of allowing a party to engage counsel of their

choosing with avoiding representation by counsel that results in conflicts of interest prejudicing

former clients. The problem here is Counsel Zelin’s representation of the Defendants is

bolstered by his knowledge, information, and overall involvement with the BIC proceeding,

where NYC Materials, Vulpis and Gagliardi divulged confidences to him. At the time of the

3
As noted in the initial papers, Mr. Vulpis also consulted with Counsel Zelin relative to a criminal
proceeding involving NYC Metro Truck (Plaintiff in Action 2). In that regard, Counsel Zelin is referred
to an email dated January 14, 2014, send from Counsel Zelin (formally at Moritt Hock & Hamroff LLP,
email: rzelin@monitthock.com) to Mr. Vulpis confirming he reviewed documents related to the potential
engagement, which as noted will be provided to the Court for in camera inspection and was not uploaded
to NYSCEF given its nature and to preserve the attorney-client privileged communication. As further
noted, Mr. Vulpis’ communications with GE Capital revealed Counsel Zelin had also purported to
represent or have authority from NYC Materials and/or DTA Industries to speak on their behalf relative to
the subject assets at issue in this action. Mr. Zelin fails to address these communications.

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BIC proceeding, CSF Materials’ principal, Michael Bonsera, was also involved with NYC

Materials. At that time, all relevant parties’ interests were substantially aligned. Now Michael

Bonsera, together with his wife Lisa Bonsera, formed CSF Materials and, as alleged in the

Complaint, unlawfully converted the assets of NYC Materials precipitating the need for this

litigation. The parties’ interests are now materially adverse, with Counsel Zelin choosing to

represent Defendants, knowing he previously represented NYC Materials and obtained

confidential information related to NYC Materials, Vulpis and Gagliardi during the course of

that representation.

The issues in this case, as well as the in the Consolidated Action, concern whether

Defendants converted or otherwise paid fair consideration for the subject assets, placing the

Plaintiff’s financial condition at issue. Defendants posit the assets of NYC Materials were

transferred to CSF Materials, due to alleged debts owed by NYC Materials to CSF Materials.

See e.g., Wander v Meier, 17 AD3d 264, 264-65 [1st Dept 2005] [“former representation of

[Plaintiff] is substantially related to the current litigation, in which [Plaintiff's] financial

condition will be placed at issue”]; Dkt. 34. The documents proffered in prior motions show the

subject assets were owned by Plaintiffs during Counsel Zelin’s prior representation. Defendants

may argue the result of BIC Decision, wherein Counsel Zelin represented NYC Materials, relates

to the alleged financial condition of NYC Materials, which would include the resulting effect of

the BIC Decision.

As noted in the accompanying affidavits, Counsel Zelin, in his prior representation, was

provided privileged and confidential information relating to the financials and corporate structure

and operations of NYC Materials and DTA Industries, as well as confidential communications

with Mr. Vulpis and Mr. Gagliardi. Mr. Zelin’s involvement with the BIC proceeding, and the

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reasons for the ultimate denial of NYC Materials’ renewal application, directly relates to the

subsequent conduct of the parties and Defendants’ argument they paid consideration for the

subject assets. It is also important to note that the dates the titles for the subject assets of NYC

Materials and DTA Industries were transferred (unlawfully) into CSF Materials’ name occurred

between 2014 and 2015, not long after the BIC Decision was issued. See Dkt. 9-10.

Notwithstanding Counsel Zelin’s representations, and in accord with the affidavits of the

Vulpis and Gagliardi, to properly advise NYC Materials in the BIC proceeding NYC Materials

divulged confidential information including financials to Mr. Zelin, including confidential

information related to NYC Materials, NYC Materials’ former principal Mr. Gagliardi, and NYC

Materials alleged undisclosed principals, Mr. Vulpis and Mr. Bonsera. See See Bd. of Managers

of McCaren Park Mews Condominium v McCaren Park Mews LLC, 41 Misc 3d 1224(A) [NY

Sup 2013] [“Disqualification of the attorney will be granted where the party seeking

disqualification establishes either a substantial relationship between the issues in the litigation

and the subject matter of the prior representation, or where the party's former counsel had access

to confidential material substantially related to the litigation … even if the causes of action in the

two matters are distinct, and even if the specific factual allegations pleaded in the two actions

differ, if confidential information from the first action is relevant in the second action, then the

two actions are substantially related”[ [emphasis added] [citations omitted]. This information

may be used to the advantage of Mr. Zelin’s clients in this proceeding and to the detriment of his

former clients NYC Materials and Joined-Party/Defendant Anthony Gagliardi, as well as DTA

Industries, Inc., Anthony J. Vulpis.

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As stated by the Second Department:

Any doubts as to the existence of a conflict of interest must be
resolved in favor of disqualification … Even when an actual conflict
of interest may not exist, disqualification may be warranted based
on a mere appearance of impropriety … An attorney must avoid not
only the fact, but even the appearance, of representing conflicting
interests. An attorney may not place himself or herself in a position
where a conflicting interest may, even inadvertently, affect, or give
the appearance of affecting, the obligations of the professional
relationship.

Moray v UFS Indus., Inc., 156 AD3d 781, 784 [2d Dept 2017]. Here, given the “nature of the

matters disclosed and the resulting substantial risk of prejudice, the very appearance of a conflict

of interest was alone sufficient to warrant disqualification of the law firm as a matter of law

without an evidentiary hearing” Cohen v Cohen, 125 AD3d 589, 590 [2d Dept 2015];

Halberstam v Halberstam, 122 AD3d 679, 679-80 [2d Dept 2014] [“based on the appearance of

impropriety, disqualification was warranted”]; Albert Jacobs, LLP v Parker, 94 AD3d 919 [2d

Dept 2012] [“The discussions between the plaintiff and the Mintz firm, which purportedly

included matters at issue in the instant action, create ‘the danger that confidences’ were

disclosed, thus warranting the disqualification of the Mintz firm”]; Wander v Meier, 17 AD3d

264, 264-65 [1st Dept 2005] [noting counsel’s prior representation “may be reasonably perceived

as placing such confidences … in jeopardy of disclosure to an adverse party”].

Based on Counsel Zelin’s involvement with the BIC proceeding, at a minimum, “it is

reasonable to infer that [he] gained some confidential information during its former

representation of the [Plaintiffs] which is of value to its present client, disqualification is justified

on the basis of the mere appearance of impropriety.” Walden Fed. Sav. and Loan Ass'n v Vil. of

Walden, 212 AD2d 718, 719 [2d Dept 1995]. The affidavits of Vulpis and Gagliardi confirm

this is the case.

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Where an attorney “contends that he has no independent recollection of the facts of the

prior representation and, in effect, that whatever information he obtained during the prior

representation would not be relevant to the issues in this matter” the Second Department has

held “the [movants] are ‘entitled to freedom from apprehension and to certainty that [their]

interests will not be prejudiced’” due to that attorney’s representation of adverse parties. Gjoni v

Swan Club, Inc., 134 AD3d 896, 898 [2d Dept 2015] [internal citations omitted]; Decana Inc. v

Contogouris, 27 AD3d 207 [1st Dept 2006] [“That the attorney in question may not have

obtained confidential information from plaintiffs during his earlier representation of them did not

render his disqualification inappropriate, since plaintiffs were entitled to be free from the

apprehension, naturally arising under the circumstances at bar, that the prior representation

would inure to their current adversaries' advantage”]; Nationwide Assoc., Inc. v Targee St.

Internal Medicine Group, P.C., 303 AD2d 728, 729 [2d Dept 2003] [“Regardless of whether

Epstein in fact obtained confidential information in connection with his former representation,

the respondents are ‘entitled to freedom from apprehension and to certainty that [their] interests

will not be prejudiced’ due to Epstein's representation of Nationwide in the current actions”].

Even if Counsel Zelin’s representations are taken on their face: “It is not essential [] that

the prior client establish that confidential information will necessarily be disclosed in the course

of the litigation …’A reasonable probability of disclosure [is] sufficient’ … Courts will infer the

‘reasonable probability of disclosure of confidences’ from the particular nature of the past and

present representations at issue”. Bd. of Managers of McCaren Park Mews Condominium, 41

Misc 3d 1224(A); Town of Oyster Bay v 55 Motor Ave. Co., LLC, 109 AD3d 549, 550-51 [2d

Dept 2013] [“regardless of whether [counsel] actually obtained and disseminated confidential

information in connection with his former representation of the appellants, they are ‘entitled to

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freedom from apprehension and to certainty that [their] interests will not be prejudiced’ due to

[counsel’s] representation of the Town in the related condemnation proceeding”] [citations

omitted]

Here, the confidences divulged to Mr. Zelin via his representation of NYC Materials in

the BIC proceeding inures to Mr. Zelin’s clients in this action. At a minimum, there is a

reasonable probability of such disclosures necessitated by the nature of the BIC proceeding. The

fact Mr. Bonsera was also involved with NYC Materials during his prior representation and fact

the titles to the subject assets were transferred (unlawfully) to CSF Materials following the BIC

proceeding further amplifies this concern. Therefore, under these circumstances, Plaintiffs are

entitled to be free from the apprehension, clearly apparent in the affidavits of Messrs. Vulpis and

Gagliardi, that Counsel Zelin will use his prior relationship and representation of NYC Materials

against Plaintiffs NYC Materials Corp., DTA Industries, Inc., Anthony J. Vulpis and Anthony

Gagliardi in this action. As such, disqualification is warranted. See Solow v W.R. Grace & Co.,

83 NY2d 303, 309 [1994] [“the rule requires disqualification even when there may not, in fact,

be any conflict of interest so that any suggestion of impropriety is avoided”].

II. DEFENDANTS ARE NOT PREJUDICED BY THE TIMING OF THIS
MOTION NOR CAN THERE BE AN INFERENCE THE MOTION IS USED
TO GAIN A STRATEGIC ADVANTAGE

Defendants argue Plaintiffs filed this motion to gain a strategic advantage by

disqualifying Counsel Zelin. The contrary is true. Movants interpose this motion to prevent

Defendants from gaining a strategic advantage resulting from Counsel Zelin’s previous

representation and confidential information gained from that representation regarding the

Plaintiff corporations, and personal confidences of Mr. Vulpis and Mr. Gagliardi which were

provided solely to assist Mr. Zelin in his representation at the BIC proceeding.

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Defendants present no evidence a disqualification order will “prejudice the defendants

psychologically and financially.”4 While Defendant Mr. Bonsera and Counsel Zelin may have a

long-standing relationship, Defendants, to date, have only filed an answer, opposed an injunction

with a two page affidavit, two page affirmation and five page memorandum, responded to initial

discovery (in part), and attended Court conferences. Neither the motion to consolidate nor

motion to intervene were opposed. Defendants have not filed opposition to the contempt motion

(filed back in December 2018), which was adjourned pending resolution of this motion. Paper

discovery is incomplete, and no depositions have occurred. Thus, there is sufficient time for

Defendants to retain new counsel to protect his interests.

Moreover, it should be noted that the case was dormant following the TRO stipulation on

December 22, 2017 (So-Ordered January 18, 2019), until this Court’s Order on Motion Seq. 001

was entered on September 26, 2018. Following that there was no active litigation until the

Preliminary Conference held November 28, 2019. Subsequent to the Preliminary Conference,

Mr. Gagliardi was added to this action in the Volvo Complaint. Mr. Gagliardi, the principal of

NYC Materials during the BIC proceeding, retained Trivella & Forte, LLP to represent him.

Counsel Zelin’s prior representation of NYC Materials resulted in Mr. Gagliardi expressing

concern regarding Mr. Zelin’s representation of the Defendants against Mr. Gagliardi and NYC

Materials for the reasons set forth in his affidavit. Mr. Gagliardi subsequently confirmed, as

indicated in his affidavit, that Counsel Zelin, during the course of his representation in the BIC

proceeding, received confidential information regarding NYC Materials (conveyed by Mr.

Gagliardi) which Mr. Gagliardi reasonably believes could be used adversely against him if Mr.

Zelin remains counsel to the Defendants. On February 12, 2019, a letter was sent to Counsel

4
Zelin 4/16/19 Affirmation in Opposition, ¶ 24.

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Zelin advising him of the conflict of interest. At the February 13, 2019 Court conference, this

issue was brought to the Court’s attention. During conference, Volvo and NYC Metro Truck

indicated an intent to have a settlement meeting and following the conference, Plaintiff sent a

settlement demand to Defendants. After no response from Counsel Zelin, and after confirming

with counsel for the other parties no progress was made toward resolution, Movants filed their

motion to disqualify Mr. Zelin on March 13, 2019. Based on the above, there is no basis to

conclude this motion is a strategic ploy by Movants to remove Counsel Zelin, or that Movants

waived their right to make this motion.

Moreover, there is no statutory or common law time deadline to file a motion to

disqualify counsel. There is also no viable argument Movants implicitly consented to Counsel’s

Zelin’s representation of Defendants. See M.A.C. Duff, Inc. v ASMAC, LLC, 61 AD3d 828, 830

[2d Dept 2009] [granting motion on the eve of trial when “the plaintiffs timely raised the issue

during a preliminary conference and were directed by the court to refrain from making

a disqualification motion until the court deemed it necessary and appropriate”]. Promptly

following Gagliardi’s retention of Trivella & Forte, LLP, and after the breath of Counsel Zelin’s

involvement in the of the BIC proceeding was made know to the firm, Mr. Zelin was advised of

the conflict and the Court was advised of the issue the next day. As indicated to the Court during

the conference, Plaintiffs’ counsel investigated the underlying details of Counsel Zelin’s

representation and determined the underlying facts warrant the interposition of the motion. Bd. of

Managers of McCaren Park Mews Condominium,, 41 Misc 3d 1224(A) [NY Sup 2013] [“it

cannot be inferred from defendants' one-year delay that defendants' motion was made merely in

order to secure some sort of tactical advantage or to force a settlement… fact that [counsel]

merely engaged in settlement discussions could not constitute a waiver of the fundamental right

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to confidentiality from his former attorney, which [counsel] remains ethically bound to honor”];

Hernandez v BBR Contr. Corp., 2009 N.Y. Slip Op. 30621[U] [N.Y. Sup Ct, New York County

2009] [“We find no authority for denying disqualification where an actual conflict exists absent

an explicit consent or waiver. … While this Court is not unmindful of the potential hardship

posed to the plaintiffs by disqualification of the [] firm, the law is clear that these concerns do

not override the important ethical considerations which underlie the rule prohibiting an attorney

from representation in conflict with a former client”]; Adams v Lehrer McGovern Bovis, Inc.,

208 AD2d 377, 378 [1st Dept 1994] [“nor do we find that defendant is barred by the doctrine

of laches from seeking such relief. While defendant's delay of several months after being notified

of the conflict before bringing the motion on the eve of trial was not good practice, there is no

evidence that plaintiffs were actually prejudiced by that delay. Nor does this fact on its own

demonstrate that defendant was motivated to bring the motion by a desire to harm plaintiffs

rather than a belief that it would be prejudiced by plaintiffs' continued representation by the

subject law firm. Under these circumstances, the motion should have been granted”].

Given the litigation is in its early stages after an 8-month dormancy waiting for this

Court’s Order on the injunction motion, and Plaintiffs’ prompt notice of the disqualification issue

to this Court and Counsel in February, 2019, it cannot be inferred Movants’ motion is untimely

or made for an improper strategic purpose. Therefore, Defendants’ argument in opposition to

this motion should be rejected.

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CONCLUSION

Movants Plaintiffs, NYC Materials Corp., DTA Industries, Inc., and Anthony J. Vulpis,

and Joined-Party/Defendant Anthony Gagliardi respectfully request the Court issue an Order

disqualifying Randy Scott Zelin, Esq. from representing Defendants, together with awarding

attorneys'
Movants their fees and costs, and such other and further relief this Court deems just

and proper.

Dated: April 23, 2019.
White Plains, New York

Respectfully Submitted,

TRIVELLA & FORTE, LLP

R†HUR Vh1UÚLER III
Attorneys'
for Plaintiffs NYC Materials
Corp., DTA Industries, Inc., and Anthony J.
Vulpis and Anthony Gagliardi
1311 Mamaroneck Ave, Suite 170
White Plains, New York 10605

(914) 949-9075

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CERTIFICATION OF SERVICE

I hereby certify that on April 23, 2019, I served the foregoing REPLY MEMORANDUM OF
LAW IN SUPPORT OF MOTION TO DISQUALIFY COUSNEL FOR DEFENDANTS on

Randy Scott Zelin PC., Attorneys for Defendants and Gordon Rees Scully Mansukhani LLP,
Attorneys for Volvo Financial Services (intervenor) by the Court's NYSCEF filing system in the
above captioned matter and upon Ronald M. Terenzi, Esq., Attorney for NY Metro Truck, Inc.

(631804/2017) pursuant to CPLR 2103(7).

Dated: April 23, 2019

Yours, etc.,

TRIVE A & FORTE, LLP

A fIUR J UL ER III
Attorneys'
Attorneys for Plaintiffs for Plaintiffs
NYC Materials Corp., DTA Industries, Inc., and

Anthony J. Vulpis and Anthony Gagliardi
1311 Marnaroñéck Avenue, Suite 170
White Plains, New York 10605
Tel. No.: (914) 949-9075

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Case Info

Judge

Vito M Destefano Track Judge’s New Case

Case No.

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Document Filed Date

April 23, 2019

Case Filing Date

December 20, 2017

County

Parties

Anthony Gagliardi added by the Intervenor Summons & Complaint Defendant
Anthony J. Vulpis Plaintiff
CSF MATERIALS CORP. Defendant
DTA INDUSTRIES, INC. Plaintiff
Lisa Bonsera Defendant
Michael Bonsera Defendant
MULLER, ARTHUR JOSEPH Attorney for the Plaintiff
NYC LEASING GROUP INC. Plaintiff
NYC MATERIALS CORP. Plaintiff
Volvo Financial Services, A Division of VFS US LLC Non Party
Zelin, Randy Scott Attorney for the Defendants
JEFFREY VALACER Attorney
RONALD GILLER Attorney
JAMES MULLER Attorney

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Motion,Ex Parte: Nyc Materials Corp., Dta Industries, Inc., Anthony J. Vulpis, Nyc Leasing Group Inc. v. Csf Materials Corp., Michael Bonsera, Lisa Bonsera, Anthony Gagliardi added by the Intervenor Summons & Complaint

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