Preview
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx,
individually and derivatively on behalf of Index No. 607197/2022
ROCKVILLE CORP.,
Plaintiff, Hon. Sharon M.J. Gianelli
-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.
DEFENDANT BAHARAK AMIRIAN’S ANSWER TO THE COMPLAINT
Defendant Baharak Amirian (“Defendant”), by and through her undersigned counsel,
hereby answers and responds to the complaint filed by plaintiff xxxxxx xxxxxx (“Plaintiff”), dated
June 2, 2022 (the “Complaint”) as follows:
PRELIMINARY STATEMENT
1. This action arises from Defendants’ deliberate repudiation of fiduciary obligations
owed to Plaintiff and Rockville Corp.
RESPONSE: The allegations contained in Paragraph 1 of the Complaint set forth Plaintiff’s
characterization of this action, and do not contain factual allegations to which a response is
1 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
required. To the extent a response is required, Defendant denies the allegations contained in
Paragraph 1 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 2 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 3 of the Complaint set forth Plaintiff’s
characterization of this action and legal theories of this action, and do not contain factual
allegations to which a response is required. To the extent a response is required, Defendant denies
the allegations contained in Paragraph 3 of the Complaint.
2
2 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
PARTIES
4. Plaintiff xxxxxx xxxxxx is a natural person residing in County of Nassau, State of
New York.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 4 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 5 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 6 of the Complaint.
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).
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 7 of the Complaint.
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.
RESPONSE: Defendant admits the allegations contained in Paragraph 8 of the Complaint except
denies that the Will was admitted to probate on or about September 5, 2007.
3
3 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
9. From 1996 through the date of his death, xxxx maintained a 20% shareholder
interest in Rockville Corp.
RESPONSE: Defendant denies the allegations contained in Paragraph 9 of the Complaint.
10. Plaintiff and xxxx, now deceased, were brothers.
RESPONSE: Defendant admits the allegations contained in Paragraph 10 of the Complaint.
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.
RESPONSE: Defendant admits the allegations contained in Paragraph 11 of the Complaint.
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.
RESPONSE: Defendant admits the allegations contained in Paragraph 12 of the Complaint.
13. Upon information and belief, xxxxxxx was also appointed co-trustee of a disclaimer
trust under Article “Fourth” of the Will.
RESPONSE: Defendant admits the allegations contained in Paragraph 13 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 14 of the Complaint.
4
4 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: Defendant admits that Makan is xxxxxxx’s brother, but otherwise denies knowledge
or information sufficient to form a belief as to the truth or accuracy of the allegations contained in
Paragraph 15 of the Complaint.
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.
RESPONSE: Defendant admits the allegations contained in Paragraph 16 of the Complaint.
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.
RESPONSE: Defendant denies the allegations in Paragraph 17.
18. The appropriate venue for this action is Nassau County pursuant to CPLR §§
503(a),(b) and (c).
RESPONSE: The allegations contained in Paragraph 18 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies knowledge or information sufficient to form a belief as to the truth or accuracy of the
allegations contained in Paragraph 18 of the Complaint.
5
5 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 19 of the Complaint.
20. Upon information and belief, in 1996, Plaintiff’s brother, xxxx, had been living in
the United States for approximately 10 to 15 years.
RESPONSE: Defendant denies the allegations contained in Paragraph 20 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 21 of the Complaint.
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”).
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 22 of the Complaint.
23. Plaintiff and xxxx agreed ownership of Rockville Corp. would be allocated to
Plaintiff (80%) and xxxx (20%).
RESPONSE: Defendant denies the allegations in Paragraph 23 of the Complaint.
6
6 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 24 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 25 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 26 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 27 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 28 of the Complaint.
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
7
7 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
-- the corporation has never formally elected a board of directors nor have any corporate officers
ever been formally appointed.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 29 of the Complaint.
30. On or about August 8, 1996, xxxx formed Rockville Corp. under the laws of the
State of New York.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 30 of the Complaint.
31. Rockville Corp. is a single purpose entity that holds title to the Property as its sole
Asset.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 31 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 32 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 33 of the Complaint.
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.
8
8 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 34 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 35 of the Complaint.
36. Unlike Plaintiff, xxxx did not contribute any personal funds to Rockville Corp. or
towards the purchase of Lot 130.
RESPONSE: Defendant denies the allegations contained in Paragraph 36 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 37 of the Complaint.
38. Plaintiff issued and signed the monthly mortgage checks that were used to pay
down the balance of this mortgage obligation.
RESPONSE: Defendant denies the allegations contained in Paragraph 38 of the Complaint.
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.
9
9 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 39 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 40 of the Complaint.
41. Plaintiff issued and signed the monthly mortgage checks that were used to pay
down the balance of these obligations.
RESPONSE: Defendant denies the allegations contained in Paragraph 41 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 42 of the Complaint.
43. That same day, satisfactions of mortgages were recorded for the mortgages
obtained prior to the March 16, 2006 mortgage.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 43 of the Complaint.
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
10
10 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
Rockville Corp. Plaintiff retained counsel to negotiate the purchase and signed the purchase
documents on behalf of Rockville Corp.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 44 of the Complaint.
45. On June 2, 2021, a satisfaction of mortgage was recorded against Lot 130 and Lot
359 on account of the Cross County Mortgage.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 45 of the Complaint.
46. The Property is currently free and clear of liens and mortgages.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 46 of the Complaint.
C. xxxx’s Death and Related Probate Proceeding
47. On March 10, 2008, xxxx passed away testate.
RESPONSE: Defendant admits the allegations contained in Paragraph 47 of the Complaint.
48. xxxx is survived by his wife, xxxxxxx, and three children – Jordan xxxxx (“Jordan”),
Jared xxxxx, and Alexa xxxxx.
RESPONSE: Defendant admits the allegations contained in Paragraph 48 of the Complaint.
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.
RESPONSE: Defendant admits the allegations contained in Paragraph 49 of the Complaint.
50. On April 7, 2008, xxxxxxx filed a Petition for Testamentary and Trusteeship Letters.
11
11 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 50 of the Complaint.
51. On September 16, 2008, the Surrogates Court of the State of New York, County of
Nassau issued Testamentary and Trusteeship Letters.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 51 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 52 of the Complaint contain
characterizations of a document, to which no response is required. To the extent a response is
required, Defendant respectfully refers the Court to the full text of the “Last Will and Testament
of xxxx xxxxx,” dated September 5, 2007 for a full and accurate recitation of its contents.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 53 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 54 of the Complaint.
12
12 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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 Plaintiff’s consent.
RESPONSE: Defendant denies the allegations contained in Paragraph 55 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 56 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 56 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 57 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 58 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 59 of the Complaint.
13
13 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 60 of the Complaint.
61. Plaintiff receives and handles all of Rockville Corp.’s correspondence and business
affairs.
RESPONSE: Defendant denies the allegations contained in Paragraph 61 of the Complaint.
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.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 62 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 63 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 64 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 64 of the Complaint.
14
14 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
65. The institution of this action by the wrongdoing shareholders would place
Rockville Corp. in hostile hands and would prevent its effective prosecution.
RESPONSE: The allegations contained in Paragraph 65 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 65 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 66 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 66 of the Complaint.
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.
RESPONSE: Defendant repeats, reiterates, and realleges its responses to Paragraphs 1 through
66 of the Complaint. To the extent a further response is required, Defendant denies the allegations
contained in Paragraph 67 of the Complaint.
68. Rockville Corp. is a closely held family owned corporation.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations the allegations contained in Paragraph 68 of the Complaint.
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.
15
15 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
RESPONSE: The allegations contained in Paragraph 69 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 69 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 70 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 71 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 71 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 72 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 72 of the Complaint.
16
16 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: Defendant repeats, reiterates, and realleges its responses to Paragraphs 1 through
72 of the Complaint. To the extent a further response is required, Defendant denies the allegations
contained in Paragraph 73 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 74 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 74 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 75 of the Complaint.
76. Plaintiff’s 80% shareholder interest arose from an agreement with, and a promise
made by xxxx when Rockville Corp. was first formed.
RESPONSE: Defendant denies the allegations contained in Paragraph 76 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 77 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 77 of the Complaint.
17
17 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: Defendant denies the allegations in Paragraph 78 of the Complaint.
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.
RESPONSE: Defendant denies the allegations contained in Paragraph 79 of the Complaint.
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
RESPONSE: The allegations contained in Paragraph 80 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 80 of the Complaint.
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.
RESPONSE: The allegations contained in Paragraph 81 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 81 of the Complaint.
82. Accordingly, Defendant is entitled to a declaratory judgment that he is an 80%
shareholder of Rockville Corp.
18
18 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
RESPONSE: The allegations contained in Paragraph 82 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies the allegations contained in Paragraph 82 of the Complaint.
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.
RESPONSE: Defendant repeats, reiterates, and realleges its responses to Paragraphs 1 through
82 of the Complaint. To the extent a further response is required, Defendant denies the allegations
contained in Paragraph 83 of the Complaint.
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.
RESPONSE: The allegations in Paragraph 84 of the Complaint contain legal conclusions to
which no response is required. To the extent a response is required, Defendant denies the
allegations in Paragraph 84 of the Complaint.
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.
RESPONSE: The allegations in Paragraph 85 of the Complaint contain legal conclusions to
which no response is required. To the extent a response is required, Defendant denies the
allegations in Paragraph 85 of the Complaint.
86. Based upon Defendants’ wrongful actions, Plaintiff is entitled to a permanent
injunction enjoining and restraining Defendants from (a) transferring, pledging, encumbering,
19
19 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: The allegations in Paragraph 85 of the Complaint contain legal conclusions to
which no response is required. To the extent a response is required, Defendant denies the
allegations in Paragraph 86 of the Complaint.
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
20
20 of 23
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022
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.
RESPONSE: Defendant denies that Plaintiff is entitled to any of the relief sought in the
Complaint, including, but not limited to, any relief sought in Paragraphs a through d of the Prayer
for Relief in the Complaint.
GENERAL DENIAL
Unless specifically admitted herein
Preview
FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and derivatively on behalf of Index No. 607197/2022 ROCKVILLE CORP., Plaintiff, Hon. Sharon M.J. Gianelli -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. DEFENDANT BAHARAK AMIRIAN’S ANSWER TO THE COMPLAINT Defendant Baharak Amirian (“Defendant”), by and through her undersigned counsel, hereby answers and responds to the complaint filed by plaintiff xxxxxx xxxxxx (“Plaintiff”), dated June 2, 2022 (the “Complaint”) as follows: PRELIMINARY STATEMENT 1. This action arises from Defendants’ deliberate repudiation of fiduciary obligations owed to Plaintiff and Rockville Corp. RESPONSE: The allegations contained in Paragraph 1 of the Complaint set forth Plaintiff’s characterization of this action, and do not contain factual allegations to which a response is 1 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 1 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 2 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 3 of the Complaint set forth Plaintiff’s characterization of this action and legal theories of this action, and do not contain factual allegations to which a response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 3 of the Complaint. 2 2 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 PARTIES 4. Plaintiff xxxxxx xxxxxx is a natural person residing in County of Nassau, State of New York. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 4 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 5 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 6 of the Complaint. 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). RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 7 of the Complaint. 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. RESPONSE: Defendant admits the allegations contained in Paragraph 8 of the Complaint except denies that the Will was admitted to probate on or about September 5, 2007. 3 3 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 9. From 1996 through the date of his death, xxxx maintained a 20% shareholder interest in Rockville Corp. RESPONSE: Defendant denies the allegations contained in Paragraph 9 of the Complaint. 10. Plaintiff and xxxx, now deceased, were brothers. RESPONSE: Defendant admits the allegations contained in Paragraph 10 of the Complaint. 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. RESPONSE: Defendant admits the allegations contained in Paragraph 11 of the Complaint. 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. RESPONSE: Defendant admits the allegations contained in Paragraph 12 of the Complaint. 13. Upon information and belief, xxxxxxx was also appointed co-trustee of a disclaimer trust under Article “Fourth” of the Will. RESPONSE: Defendant admits the allegations contained in Paragraph 13 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 14 of the Complaint. 4 4 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: Defendant admits that Makan is xxxxxxx’s brother, but otherwise denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 15 of the Complaint. 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. RESPONSE: Defendant admits the allegations contained in Paragraph 16 of the Complaint. 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. RESPONSE: Defendant denies the allegations in Paragraph 17. 18. The appropriate venue for this action is Nassau County pursuant to CPLR §§ 503(a),(b) and (c). RESPONSE: The allegations contained in Paragraph 18 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 18 of the Complaint. 5 5 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 19 of the Complaint. 20. Upon information and belief, in 1996, Plaintiff’s brother, xxxx, had been living in the United States for approximately 10 to 15 years. RESPONSE: Defendant denies the allegations contained in Paragraph 20 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 21 of the Complaint. 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”). RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 22 of the Complaint. 23. Plaintiff and xxxx agreed ownership of Rockville Corp. would be allocated to Plaintiff (80%) and xxxx (20%). RESPONSE: Defendant denies the allegations in Paragraph 23 of the Complaint. 6 6 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: Defendant denies the allegations contained in Paragraph 24 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 25 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 26 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 27 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 28 of the Complaint. 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 7 7 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 -- the corporation has never formally elected a board of directors nor have any corporate officers ever been formally appointed. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 29 of the Complaint. 30. On or about August 8, 1996, xxxx formed Rockville Corp. under the laws of the State of New York. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 30 of the Complaint. 31. Rockville Corp. is a single purpose entity that holds title to the Property as its sole Asset. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 31 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 32 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 33 of the Complaint. 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. 8 8 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 34 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 35 of the Complaint. 36. Unlike Plaintiff, xxxx did not contribute any personal funds to Rockville Corp. or towards the purchase of Lot 130. RESPONSE: Defendant denies the allegations contained in Paragraph 36 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 37 of the Complaint. 38. Plaintiff issued and signed the monthly mortgage checks that were used to pay down the balance of this mortgage obligation. RESPONSE: Defendant denies the allegations contained in Paragraph 38 of the Complaint. 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. 9 9 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 39 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 40 of the Complaint. 41. Plaintiff issued and signed the monthly mortgage checks that were used to pay down the balance of these obligations. RESPONSE: Defendant denies the allegations contained in Paragraph 41 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 42 of the Complaint. 43. That same day, satisfactions of mortgages were recorded for the mortgages obtained prior to the March 16, 2006 mortgage. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 43 of the Complaint. 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 10 10 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 Rockville Corp. Plaintiff retained counsel to negotiate the purchase and signed the purchase documents on behalf of Rockville Corp. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 44 of the Complaint. 45. On June 2, 2021, a satisfaction of mortgage was recorded against Lot 130 and Lot 359 on account of the Cross County Mortgage. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 45 of the Complaint. 46. The Property is currently free and clear of liens and mortgages. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 46 of the Complaint. C. xxxx’s Death and Related Probate Proceeding 47. On March 10, 2008, xxxx passed away testate. RESPONSE: Defendant admits the allegations contained in Paragraph 47 of the Complaint. 48. xxxx is survived by his wife, xxxxxxx, and three children – Jordan xxxxx (“Jordan”), Jared xxxxx, and Alexa xxxxx. RESPONSE: Defendant admits the allegations contained in Paragraph 48 of the Complaint. 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. RESPONSE: Defendant admits the allegations contained in Paragraph 49 of the Complaint. 50. On April 7, 2008, xxxxxxx filed a Petition for Testamentary and Trusteeship Letters. 11 11 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 50 of the Complaint. 51. On September 16, 2008, the Surrogates Court of the State of New York, County of Nassau issued Testamentary and Trusteeship Letters. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 51 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 52 of the Complaint contain characterizations of a document, to which no response is required. To the extent a response is required, Defendant respectfully refers the Court to the full text of the “Last Will and Testament of xxxx xxxxx,” dated September 5, 2007 for a full and accurate recitation of its contents. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 53 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 54 of the Complaint. 12 12 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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 Plaintiff’s consent. RESPONSE: Defendant denies the allegations contained in Paragraph 55 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 56 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 56 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 57 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 58 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 59 of the Complaint. 13 13 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: Defendant denies the allegations contained in Paragraph 60 of the Complaint. 61. Plaintiff receives and handles all of Rockville Corp.’s correspondence and business affairs. RESPONSE: Defendant denies the allegations contained in Paragraph 61 of the Complaint. 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. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 62 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 63 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 64 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 64 of the Complaint. 14 14 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 65. The institution of this action by the wrongdoing shareholders would place Rockville Corp. in hostile hands and would prevent its effective prosecution. RESPONSE: The allegations contained in Paragraph 65 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 65 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 66 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 66 of the Complaint. 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. RESPONSE: Defendant repeats, reiterates, and realleges its responses to Paragraphs 1 through 66 of the Complaint. To the extent a further response is required, Defendant denies the allegations contained in Paragraph 67 of the Complaint. 68. Rockville Corp. is a closely held family owned corporation. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations the allegations contained in Paragraph 68 of the Complaint. 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. 15 15 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 RESPONSE: The allegations contained in Paragraph 69 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 69 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 70 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 71 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 71 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 72 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 72 of the Complaint. 16 16 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: Defendant repeats, reiterates, and realleges its responses to Paragraphs 1 through 72 of the Complaint. To the extent a further response is required, Defendant denies the allegations contained in Paragraph 73 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 74 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 74 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 75 of the Complaint. 76. Plaintiff’s 80% shareholder interest arose from an agreement with, and a promise made by xxxx when Rockville Corp. was first formed. RESPONSE: Defendant denies the allegations contained in Paragraph 76 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 77 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 77 of the Complaint. 17 17 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: Defendant denies the allegations in Paragraph 78 of the Complaint. 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. RESPONSE: Defendant denies the allegations contained in Paragraph 79 of the Complaint. 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 RESPONSE: The allegations contained in Paragraph 80 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 80 of the Complaint. 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. RESPONSE: The allegations contained in Paragraph 81 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 81 of the Complaint. 82. Accordingly, Defendant is entitled to a declaratory judgment that he is an 80% shareholder of Rockville Corp. 18 18 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 RESPONSE: The allegations contained in Paragraph 82 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 82 of the Complaint. 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. RESPONSE: Defendant repeats, reiterates, and realleges its responses to Paragraphs 1 through 82 of the Complaint. To the extent a further response is required, Defendant denies the allegations contained in Paragraph 83 of the Complaint. 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. RESPONSE: The allegations in Paragraph 84 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations in Paragraph 84 of the Complaint. 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. RESPONSE: The allegations in Paragraph 85 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations in Paragraph 85 of the Complaint. 86. Based upon Defendants’ wrongful actions, Plaintiff is entitled to a permanent injunction enjoining and restraining Defendants from (a) transferring, pledging, encumbering, 19 19 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: The allegations in Paragraph 85 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies the allegations in Paragraph 86 of the Complaint. 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 20 20 of 23 FILED: NASSAU COUNTY CLERK 10/24/2022 06:43 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 10/24/2022 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. RESPONSE: Defendant denies that Plaintiff is entitled to any of the relief sought in the Complaint, including, but not limited to, any relief sought in Paragraphs a through d of the Prayer for Relief in the Complaint. GENERAL DENIAL Unless specifically admitted herein