Preview
FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021
SUPREME COURT OF THE STATE OF NEW YORK
COMMERCIAL DIVISION, NEW YORK COUNTY
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YASEMIN TEKINER, :
:
in her individual capacity, as a beneficiary and a :
Trustee of The Yasemin Tekiner 2011 :
Descendants Trust and derivatively as a holder :
of equitable interests in a shareholder or a :
member of the Company Defendants, :
:
Plaintiff, :
: Index No. 657193/20
- against – :
:
BREMEN HOUSE INC., BREMEN HOUSE TEXAS, :
INC., GERMAN NEWS COMPANY, INC., GERMAN :
NEWS TEXAS, INC., 254 - 258 W. 35TH ST. LLC, :
BERRIN TEKINER, GONCA TEKINER, and :
BILLUR AKIPEK, in her capacity as a Trustee of :
The Yasemin Tekiner 2011 Descendants Trust, :
:
Defendants. :
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VERIFIED AMENDED COMPLAINT
Plaintiff, Yasemin Tekiner, a/k/a Jasmin Tekiner (“Plaintiff” or “Yasemin”), in her
individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants
Trust and derivatively as a holder of equitable interests in a shareholder or member of the
Company Defendants (as defined below), for her amended complaint against Defendants,
Bremen House, Inc., Bremen House Texas, Inc., German News Company, Inc., German News
Texas, Inc., 254 – 258 W. 35th St. LLC, Berrin Tekiner, Gonca Tekiner and Billur Akipek, in
her capacity as a Trustee of The Yasemin Tekiner 2011 Descendants Trust (collectively
“Defendants”), alleges as follows:
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NATURE OF THE ACTION
1. Plaintiff has been a trustee and is the beneficiary of a trust that holds for her
benefit roughly one-third of the shares of Defendant Bremen House, Inc. (“Bremen” or the
“Company”) and substantial interests in the remaining company Defendants, which own highly
valuable real estate located in New York and Texas. For some years, Plaintiff has complained
about the mismanagement of Bremen and its affiliated companies and the declining value of their
business and the properties they hold. A large reason for this financial decline has been the gross
mismanagement and ineptitude of Defendants Berrin Tekiner (“Berrin”) and Gonca Tekiner
(“Gonca”) and their pattern of bleeding the companies’ assets for their own personal gain. When
Plaintiff has raised issues concerning this protracted mismanagement, she has repeatedly been
met with acts of retaliation and concealment by Berrin and Gonca (collectively the “Individual
Defendants”).
2. Recently, Defendants denied a request by Plaintiff -- who serves as a Director of
Defendant Bremen and as Treasurer of Defendant German News Company, Inc. (“German
News”) and is a long-term employee of Bremen -- for access to key financial records of the
companies that would have revealed the depths of the Individual Defendants’ mismanagement
and self-dealing. In retaliation for making that request and questioning her management of the
Company Defendants, Berrin purported to remove Yasemin as a Trustee of The Yasemin
Tekiner 2011 Descendants Trust.
3. More recently, shortly after the filing of this case, Defendants took additional
actions of retaliation against Plaintiff, removing her as a Director of Bremen, firing her as an
officer and employee of Bremen and as Treasurer of German News and cutting off her salary
effective immediately. Moreover, this retaliatory action was infected by a fiduciary duty breach
impacting Defendant Billur Akipek (“Akipek”), who serves as the sole remaining Trustee of
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Yasemin’s Trust. Despite being conflicted, Akipek, along with the corporate trustee of the Trust,
consented to Plaintiff’s removal as a Director of Bremen, apparently acting at the direction of the
Individual Defendants.
4. As a consequence, Plaintiff brings this action seeking judicial relief for the
multiple breaches of fiduciary duty that the Individual Defendants have perpetrated by engaging
in an extended course of misconduct through corporate waste and mismanagement, conflicts of
interest, self-dealing, bleeding of company assets, concealment and denial of legitimate access to
corporate records, and to redress their acts of retaliation. Plaintiff also seeks to set aside
Defendant Akipek’s abuse of discretion in denying her any distributions whatsoever from her
Trust during the entire existence of the Trust and the Individual Defendants’ interference with
Plaintiffs’ rights under her Trust.
PARTIES
5. Plaintiff, Yasemin, is a resident of the State of California. She holds a B.A. from
Cornell University and an M.F.A. from Columbia University. She is a Director and long-time
employee of Defendant Bremen and serves as Treasurer of Defendant German News. She has
been a Trustee and is beneficiary of The Yasemin Tekiner 2011 Descendants Trust (“the
Yasemin Trust” or “the Trust”, which owns approximately one-third of the shares of Bremen and
holds substantial interests in the other company Defendants. Yasemin brings this action
individually, in her capacity with the Yasemin Trust and derivatively, on behalf of the Company
Defendants, as an equitable holder of substantial shares or membership interests in those
Companies.
6. Defendant, Berrin, is a resident of Westchester County in the State of New York
and is understood to be in the process of moving to the State of Connecticut. She is the mother
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of Yasemin and Defendant Gonca. She serves as Chairman of the Board of Defendant Bremen
and Bremen House Texas, is Chief Executive Officer of Defendant German News, and works out
of Bremen’s offices in New York County. She is believed to hold management roles in the other
companies who are Defendants in this action. She is the sole member of the Protector
Committee of The Yasemin Tekiner 2011 Descendants Trust.
7. Defendant, Gonca, is a resident of Westchester County in the State of New York.
She is the sister of Yasemin. She is President, Chief Executive Officer and a Director of
Defendant Bremen, and works out of Bremen’s offices in New York County. She is believed to
hold management roles in the other companies who are Defendants in this action.
8. Defendant, Bremen, is a New York corporation with its principal offices located
in New York County. Bremen is the employer of Plaintiff. The main business of Bremen is to
invest in, hold and manage real estate located in New York and Texas.
9. Defendant, Bremen House Texas, Inc. (“Bremen Texas”), is a Delaware
corporation, which is not in good standing, and has its principal offices located in New York
County. Bremen Texas is a wholly owned subsidiary of Bremen. The main business of Bremen
Texas is to invest in, hold and manage shopping center properties located in Texas.
10. Defendant, German News, is a New York corporation with its principal offices
located in New York County. The main business of German News is to invest in, hold and
manage real estate located in New York and Texas.
11. Defendant, German News Texas, Inc. (“German News Texas”), is a Delaware
corporation with its principal offices located in New York County. German News Texas is a
wholly owned subsidiary of German News. The main business of German News is to invest in,
hold and manage shopping center properties located in Texas.
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12. Defendant, 254 – 258 W. 35th St. LLC (“254 West 35th"), is an LLC with its
principal offices located in New York County. The main business of 254 West 35th is to invest
in, hold and manage real estate located in New York County.
13. Defendant, Billur Akipek (“Akipek”), is a resident of New York County in the
State of New York and works out of Bremen’s offices in New York County. She is a Trustee of
The Yasemin Tekiner 2011 Descendants Trust and is a director and officer of certain of the
Company Defendants. She is sued herein in her capacity as a Trustee of that Trust for having
refused to authorize the bringing of claims addressed to the misconduct of the Individual
Defendants, as alleged herein.
JURISDICTION
14. This Court has jurisdiction over the subject matter of this action because it is a
court of general jurisdiction.
15. Pursuant to CPLR 301 and 302, this Court has jurisdiction over Defendants
Berrin, Gonca and Akipek given that they are residents of the State of New York, they transact
business in the State of New York and/or they committed tortious acts within this State.
16. Pursuant to CPLR 301, 302 and 311, and Section 304 of the Business Corporation
Law, this Court has jurisdiction over Defendants Bremen, Bremen Texas, German News,
German News Texas and 254 West 35th (collectively the “Company Defendants”) given that
certain of them are New York corporations, they each maintain offices within the State of New
York, and/or they transact business in the State of New York.
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VENUE
17. Pursuant to CPLR 503 venue is proper in this Court because the Company
Defendants and Akipek reside in this County and a substantial part of the events giving rise to
the claims asserted herein occurred within this County.
FACTUAL ALLEGATIONS
A. The Tekiner Family Real Estate Business
18. Over a period of decades, Plaintiff’s father, Sami Tekiner (“Sami”), assembled a
large portfolio of valuable real estate properties principally located in New York. These
properties were held through various corporate vehicles, including through the Company
Defendants. When Sami died in 1994, the value of these properties is believed to have been in
excess of one hundred million dollars.
19. Berrin, who was Sami’s second wife, inherited these property interests upon
Sami’s death. Because Sami suffered from Alzheimer’s, Berrin was already in control of the
family real estate business by the time Sami passed away.
20. In the early 2000s, Gonca began working in the Tekiner family business.
21. In 2011, Berrin, transferred the bulk of these property interests, through the
Company Defendants that hold title to these interests, in equal parts to three irrevocable trusts:
one for the benefit of Yasemin (i.e., the Yasemin Trust), and one each for the benefit of
Yasemin’s sisters, Gonca and Zeynep. These trusts own the vast majority of the shares or
membership interests in the Company Defendants.
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B. The Yasemin Trust
22. In 2011, Berrin formed the Yasemin Trust under Delaware law in order to hold a
roughly one-third interest in the Tekiner family real estate business for the benefit of Yasemin
and her descendants. By its Trust Agreement, the Trust was made “irrevocable.”
23. The Trust Agreement for the Yasemin Trust specifies that in directing
distributions under the Trust, preference is to be given to providing for the needs of Yasemin.
The vast majority of the holdings of the Yasemin Trust are tied up in interests in the Company
Defendants. As a result, Yasemin’s ability to rely on income from the Yasemin Trust turns
directly on the financial success of the Tekiner family real estate business.
24. The Yasemin Trust is managed by a Trust Committee, which consisted of
Yasemin and one of Berrin’s loyal lieutenants in the family business, Akipek. Because Akipek
depends completely on Berrin for her livelihood, she is beholden to Berrin when it comes to the
affairs of the Yasemin Trust or of the family business. Akipek has served as a director and
officer of certain of the Company Defendants. Her mother lives in an apartment owned by the
Tekiner family business and her mother lives there under a sweetheart arrangement. Akipek has
been further incentivized to side with Berrin through the promise of a two-year bonus. Berrin is
on record as saying that Akipek “only execute[s] what we say” and has “nothing to do with
decision making” for the Company Defendants.
25. The Yasemin Trust also has a corporate trustee, Christiana Trust “(“the Corporate
Trustee”), with its principal offices in Wilmington, Delaware.
26. Berrin is the sole member of the Protector Committee of the Yasemin Trust which
holds the power to remove Trustees.
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27. The Yasemin Trust owns a 32.6% interest in Bremen, which owns 100% of
Bremen Texas.
28. The Yasemin Trust holds an approximately one-sixth interest in 254 West 35th,
which owns a commercial property located on West 35th Street in Manhattan. A 51% interest in
254 West 35th is held by The Residuary Trust U/W of Sami Tekiner (“the Sami Trust”), of
which Yasemin is believed to be a contingent beneficiary. The Yasemin Trust also holds a
substantial interest in German News, which owns 100% of German News Texas.
29. Under Delaware law, the Trustees of the Trust have the power to sue on behalf of
the Yasemin Trust. Under the Trust Agreement, subject to the powers of the Trustees to direct
its actions, the Corporate Trustee is empowered to retain attorneys and to litigate any claims in
favor of the Trust.
30. The Trust Agreement provides: “The Trustee shall hold the Trust Principal, IN
TRUST, for the benefit of YASEMIN TEKINER (‘YASEMIN’) and such of YASEMIN’s
descendants as shall from time to time be living during the term of this trust…”
31. The Trust “shall terminate upon YASEMIN’S death…” and Yasemin has the
power to determine in her Will which of her descendants will receive the Trust principal on her
death. Because Yasemin, during her lifetime, and her descendants, once she passes away, are the
sole beneficiaries of the Trust, she has been keenly interested in how the Companies invest their
properties—as those assets are the principal holdings of the Trust.
32. The Trust Agreement expressly provides that “[i]n directing any distribution,” the
Trustee is requested to “give preference to providing for YASEMIN.” Id. at 2(D).
33. The Trust Agreement further specifies that if there is a “demonstrated abuse of
discretion by the Trustee or the Trust Committee,” a “court may direct the Trustee or the Trust
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Committee to make any discretionary distribution of income or principal from any trust created
by this instrument to or for the benefit of any beneficiary of such trust.”
34. Despite the stated preference given to providing for Yasemin’s needs under the
Trust Agreement, Yasemin has never personally received any distributions of principal or
income from the Trust during the almost ten years that it has been in existence, apparently based
on instructions received from the Individual Defendants. As a result, the Trustee of the Trust has
abused her discretion in failing to prioritize Yasemin’s needs, most particularly now that she has
no other source of income.
35. On January 8, 2021, Yasemin asked Defendant Akipek to make distributions to
her from the Trust but Akipek failed to respond.
36. On December 10, 2020, Berrin purported to remove Yasemin as a Trustee from
the Trust, which would make Akipek the sole Trustee of the Trust.
37. According to a June 15, 2017 email that Berrin sent to Yasemin, Akipek “only
execute[s]” the Individual Defendants’ directions, and “ha[s] nothing to do with decision
making.” Berrin holds other strings over Akipek’s head, given her bonus arrangements and her
mother’s sweetheart lease to a Company apartment. This puts Akipek in a conflicted position—
taking instructions from her boss, Berrin, without regard to Yasemin’s needs.
38. Defendant Berrin previously removed Yasemin as a Trustee of her Trust in 2017
but reversed her decision and reinstated Yasemin as a Trustee thereafter. Once Yasemin was
reinstated as Trustee of her trust later in 2017, she raised Billur’s conflict with Berrin’s counsel.
Upon information and belief, Berrin’s counsel did nothing about the conflict.
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The Individual Defendants’ Mismanagement and Abuse of the Company Defendants
39. Following Sami’s death, Berrin and Gonca grossly mismanaged the affairs of the
Company Defendants and the properties that they own.
40. Berrin serves as Chairman of the Board of Bremen and Bremen Texas, is Chief
Executive Officer of German News and holds key management positions in the other Company
Defendants.
41. Gonca serves as President, Chief Executive Officer and Director of Bremen,
serves as President and Director of German News and holds key management positions in the
other Company Defendants.
42. Through their ineptitude and their repeated abuses of their corporate positions,
which they have gone to great lengths to conceal, the Individual Defendants have mismanaged
the business and finances of the Company Defendants, wasted their assets, taken on multiple
conflicts of interest, engaged in various acts of self-dealing and bled the Company Defendants of
cash by treating the Company Defendants as their personal piggy-banks.
43. Berrin does not hold a college degree and has no formal training in managing a
real estate company or real estate investment. She has a lengthy history of serious personal
health issues, including a lengthy stays in institutions.
44. Likewise, Gonca does not hold a college degree and has no formal training in
managing a real estate company or real estate investment. She, too, has a lengthy history of
serious personal health issues which has led her to check into institutions.
45. Berrin and Gonca have saddled the family business’s properties with substantial
and unnecessarily large debt. At last count, the Company Defendants had mortgages totaling in
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excess of $20 million. The debt service on these loans is so substantial that it makes it difficult
for the Company Defendants to turn a profit.
46. Emblematic of their self-interested approach to managing the Company
Defendants and their irreconcilable conflicts of interest, in 2017, with these entities already
buried under choking amounts of debt and with key tenants moving out of their properties,
Berrin and Gonca chose to take on still more debt, taking down a $6 million mortgage. The
proceeds of that mortgage were used, in large part, to purchase a luxurious home for Gonca in
Bronxville, New York, at the company’s expense – even though the company already owned a
multi-million dollar Manhattan apartment that had been purchased for Gonca’s use.
47. A Westchester home was also purchased for Berrin using the proceeds of an
apartment sale. Berrin recently agreed to sell this home and move to Connecticut due to her
concerns about the high taxes involved in owning a residence in New York.
48. Berrin and Gonca regularly drain large amounts of cash out of the coffers of the
Company Defendants to pay for their lavish lifestyles. They treat the Company Defendants’
accounts as if they were their own personal accounts, paying vast amounts of personal expenses
out of the companies, including using company funds to pay for large phone bills, housekeeping
and landscaping expenses for their homes and even pet food.
49. For example, in the early 2000s, Berrin bought a luxury yacht through one of the
family companies. When the IRS raised questions about this transaction, Berrin was forced to
unwind it and pay penalties.
50. Moreover, in 2014, Berrin gave her daughter Gonca a lucrative, unnecessary and
above-market employment agreement as President and CEO of Bremen, which was drafted by
company counsel. That agreement guarantees Gonca at least $480,00 per year in salary (an
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amount since raised further) in addition to her annual cash bonus and reimbursements of
expenses. Incredibly, that agreement restricts Bremen from terminating Gonca for ten years
absent cause. This ten-year severance arrangement is so uneconomical for the company that it
effectively precludes Bremen from hiring a professional real estate executive to run the
company. At one point, Berrin even called Gonca the company’s “president for life.”
51. Berrin and Gonca have also treated the Company Defendants’ residential
properties as their own. They routinely put friends, relatives and domestic workers up in
apartments that the Company Defendants own, giving them sweetheart deals to occupy these
units. As is their habit, Berrin and Gonca ignored the advice of the companies’ real estate
counsel that such insider deals would make it difficult to sell these properties. The properties also
have a lengthy list of violations.
52. In 2012, while Berrin was on a lengthy vacation, certain of the Company
Defendants’ Texas properties were auctioned off. When this was discovered, the company had
to pay to re-acquire the properties.
53. Given this pattern of misappropriation and mismanagement, in recent years, the
Company Defendants were reporting combined losses of in excess of $1 million per year.
54. From time to time, Yasemin has asked for information so she can understand why
the valuable properties that her family’s companies own have been losing so much money, has
complained about the direction of the business and has urged her family to turn to professional
advisers to help plan strategically. These efforts have been met with multiple acts of retaliation
by the Individual Defendants.
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55. For example, in 2017, when Berrin proposed taking out the $6 million mortgage
largely in order to buy a house for Gonca, Yasemin questioned that transaction. Berrin
threatened Yasemin that she would retaliate against her for questioning her conduct.
56. Thereafter, in July 2017, Berrin showed signs of remorse, emailing Yasemin to
say that she had “looked through all of the e mails and texts” on the issue and then
acknowledging that she had done “the most scary part … by threatening you cutting you off
[sic].” Berrin admitted that “it was wrong. I thought you knew me better and ignore my empty
threats. But it was WRONG and SMALL of me.” She added that Yasemin was “right” when
she said “let’s cool off, and do whatever we can to make everyone feel secure and feel better.”
Berrin concluded her email by saying: “I am sorry and apologize for speaking so carelessly and
unnecessarily.”
57. Despite this apology, in acts of utter retaliation, Berrin instructed Yasemin not to
ask questions of company employees and ultimately removed her as a Director of Bremen and as
a Trustee of the Yasemin Trust.
58. On September 22, 2017, Berrin’s counsel emailed Yasemin to inform her as to the
first time that Berrin removed her as a Trustee of her Trust. Thereafter, Yasemin called Berrin’s
counsel, together with her sister Zeynep Tekiner (who had also been removed as Trustee of her
Trust as that time). As he had said in his September 22 emails about her removal as Trustee,
Berrin’s counsel told Yasemin and Zeynep that Akipek had become the sole member of the Trust
Committee for their Trusts so that they should go through Akipek regarding matters involving
those Trusts. On that call, Yasemin raised with Berrin’s counsel the conflict of interest that
Akipek had as her sole Trustee, given that Akipek was working under Berrin and Gonca.
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Berrin’s counsel replied, “I should probably look into that.” Upon information and belief,
Berrin’s counsel did not do so.
59. It was only after Yasemin had patched up her relationship with her mother and
Berrin became worried about the business’s growing financial difficulties, that Yasemin was
reinstated to her roles as a Company Director and officer and as the Trustee of her Trust.
60. On several occasions during 2019, after Yasemin had been reinstated as a Trustee
of her Trust, Yasemin once more raised with Berrin’s counsel the conflict Akipek had in serving
as her Co-Trustee. Berrin’s counsel acknowledged that this conflict was a problem. Upon
information and belief, Berrin’s counsel never did anything about this conflict.
61. Berrin has also removed other trustees in the past who questioned her actions.
62. This was not the family’s only act of retaliation toward Yasemin that year. In
April 2017, Yasemin objected to racist comments that Gonca made at a family dinner, which
Yasemin and Zeynep found to be offensive. Shortly thereafter, Berrin sent her a text while
Yasemin was on an airplane flight returning to California, informing Yasemin that she had been
evicted from a family-owned apartment in Manhattan. Yasemin’s other sister, Zeynep, called
this eviction “unnecessarily punitive.”
63. And, as alleged below, Berrin has recently engaged in still further acts of
retaliation against Yasemin.
64. In June 2019, Berrin, Gonca, Yasemin and their other sister, Zeynep, met with the
Company Defendants’ accountants, lawyers and certain key employees, including Akipek, to
discuss the financial difficulties that the Company Defendants were experiencing. At this
meeting, the accountants urged the family to cut the Company Defendants’ expenses and pointed
in particular to expenses incurred on family homes. While the accountants termed Yasemin’s
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expenses to be reasonable, they deemed the expenses incurred in carrying Gonca’s luxurious
Bronxville home to be problematically expensive. One option discussed was for Gonca to move
out of her Bronxville home. Yasemin and Zeynep agreed to carry some of their own housing
expenses personally but Gonca refused to do so and this plan was thus rejected. When asked
about the company having taken out a mortgage to buy Gonca’s home, one of the Company
Defendants’ accountants said that they were never consulted until after the fact. Shortly
thereafter, and unbeknownst to Yasemin, Gonca secretly signed a four-year lease on her
Bronxville home, thereby ensuring that she would not need to move out of her home.
65. During this June 2019 meeting, the family discussed selling apartments as an
alternative to reducing home expenses, including the possible sale of Gonca’s multi-million
dollar Manhattan apartment, which she was not occupying. Yasemin followed up on this issue
after the meeting but was met with resistance about putting these apartments up for sale. The
Company Defendants’ accountants later told Yasemin the business was getting by on the
proceeds of the sale of a vacation house that had been purchased for Gonca in the Hamptons.
66. Also at this meeting, Yasemin raised the cost of Berrin’s personal driver and the
driver’s wife who serves as Berrin’s housekeeper. Berrin stormed out of the meeting when
Yasemin raised this point, and the Company Defendants’ counsel chastised Yasemin for even
raising the issue, saying that Berrin’s personal expenses were “off limits.”
67. In late 2019 and early 2020, Gonca suffered a relapse of her chronic health issues.
In the fits of her struggles, Gonca tried to fire her mother from her roles with the Company
Defendants and kick her out of the companies’ offices, exclaiming to her: “You and your gay
family [a reference to Plaintiff who is openly gay] don’t belong here.” Shortly after this incident,
Berrin decided to fire Gonca from her positions with the Company Defendants. In explaining
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her actions, Berrin stated in an email: Gonca “will be getting more than 20 million dollars in
addition to other benefits, to the detriment of the company and her sisters, while being very mean
and disrespectful of the whole family especially me, who gave her this trust.” Berrin exclaimed
that “the family is totally upset” with Gonca.
68. Berrin’s personal lawyers, who also serve as company counsel, urged her to
appoint herself as Chief Financial Officer of the company – as opposed to firing Gonca –
commenting: “By removing [Gonca] as President could trigger her buyout.” As a result, the
same lawyers who put Gonca’s sweetheart employment contract in place were worried that firing
her could trigger the ten-year severance payments that this contract afforded her.
69. But Berrin pushed back, saying that leaving Gonca in her role as President “will
leave her with a lot of authority” and that her counsel’s recommended action was “just the
opposite of what I want to achieve.” Ultimately, Berrin did fire Gonca as President and CEO of
the company.
70. Gonca’s personal health issues became so bad that she again checked into a
facility for treatment. Gonca begged her mother to reinstate her back into her company
positions. Berrin eventually did so despite Yasemin pointing out to her that Gonca’s conduct
satisfied one of the limited grounds for which Bremen could fire Gonca without paying her
severance under her lucrative employment agreement.
71. In 2020, Yasemin was successful in convincing Berrin to hire a sophisticated real
estate advisory firm to give the family a strategic plan for its holdings. Nonetheless, Berrin and
Gonca took steps to narrow the assigned tasks of that advisor such that the advisor was denied
access to company real estate records. When the advisor was on the brink of delivering a
recommended plan of action, Berrin fired the firm and refused to pay their bill. This incident is
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consistent with Berrin’s historic pattern of refusing to listen to the advice of the Company
Defendants’ professional advisors.
C. The Below-Market Extell Sales
72. Ultimately, in 2020, faced with the Company Defendants’ mounting debt and
serious cash flow problems, Berrin and Gonca decided to sell off some of the companies’ most
valuable development properties. Given that the sales were effectuated in the midst of the
Coronavirus Pandemic, which hit New York properties disproportionately badly and set back
development prospects in the City for years, it was probably the worst time in recent years to sell
off Manhattan development sites.
73. Bremen and German News put on the market a package of five highly valuable
parcels of development property located on the Upper East Side of Manhattan. Defendants were
advised before putting the parcels up for sale that the five properties were conservatively valued
at over $100 million.
74. Despite previously having made a substantially higher expression of interest,
Extell, a leading New York City development company, eventually offered to buy four of the
properties for a combined sales price of $45 million and the fifth property for $15 million. For
context, comparable properties in the nearby neighborhood have recently sold for much higher
prices. Extell pointed to its review of the companies’ inadequate lease files for the buildings’
Rent Stabilized units as one of the reasons for the low price that it was offering.
75. Berrin convinced Yasmin to consent to a sale at this low-ball price given the
magnitude of the companies’ financial difficulties. Berrin told Yasemin they either had to sell all
these properties or face bankruptcy or foreclosures. After Yasemin urged her mother not to drop
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the price any further, Berrin eventually insisted to Yasemin that she would not “change a letter”
in the deal.
76. Despite this promise, when the parties went to Berrin’s home to sign the contract
of sale, unbeknownst to Yasemin, Extell again insisted on dropping the sales price for the four-
parcel transaction even further, this time by $10 million. Against the advice of her own real
estate counsel, who called the price lousy and recommended getting something in exchange for
the price drop, including potentially spreading part of the price reduction to the sales price of the
other property being sold, Berrin caved and agreed to this fire sale price with nothing in
exchange. The real estate lawyer called Extell’s conduct in lowering the price “disgusting” and
“underhanded.”
77. Upon learning of this further price drop, Yasemin complained that they had
agreed to it without consulting her and objected to their having done so.
78. Despite Yasemin’s objections, it is believed that the Defendants, in late December
2020, closed these property sales at the lower sales price.
Preview
FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 SUPREME COURT OF THE STATE OF NEW YORK COMMERCIAL DIVISION, NEW YORK COUNTY -------------------------------------- x YASEMIN TEKINER, : : in her individual capacity, as a beneficiary and a : Trustee of The Yasemin Tekiner 2011 : Descendants Trust and derivatively as a holder : of equitable interests in a shareholder or a : member of the Company Defendants, : : Plaintiff, : : Index No. 657193/20 - against – : : BREMEN HOUSE INC., BREMEN HOUSE TEXAS, : INC., GERMAN NEWS COMPANY, INC., GERMAN : NEWS TEXAS, INC., 254 - 258 W. 35TH ST. LLC, : BERRIN TEKINER, GONCA TEKINER, and : BILLUR AKIPEK, in her capacity as a Trustee of : The Yasemin Tekiner 2011 Descendants Trust, : : Defendants. : -------------------------------------- x VERIFIED AMENDED COMPLAINT Plaintiff, Yasemin Tekiner, a/k/a Jasmin Tekiner (“Plaintiff” or “Yasemin”), in her individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants Trust and derivatively as a holder of equitable interests in a shareholder or member of the Company Defendants (as defined below), for her amended complaint against Defendants, Bremen House, Inc., Bremen House Texas, Inc., German News Company, Inc., German News Texas, Inc., 254 – 258 W. 35th St. LLC, Berrin Tekiner, Gonca Tekiner and Billur Akipek, in her capacity as a Trustee of The Yasemin Tekiner 2011 Descendants Trust (collectively “Defendants”), alleges as follows: 1 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 NATURE OF THE ACTION 1. Plaintiff has been a trustee and is the beneficiary of a trust that holds for her benefit roughly one-third of the shares of Defendant Bremen House, Inc. (“Bremen” or the “Company”) and substantial interests in the remaining company Defendants, which own highly valuable real estate located in New York and Texas. For some years, Plaintiff has complained about the mismanagement of Bremen and its affiliated companies and the declining value of their business and the properties they hold. A large reason for this financial decline has been the gross mismanagement and ineptitude of Defendants Berrin Tekiner (“Berrin”) and Gonca Tekiner (“Gonca”) and their pattern of bleeding the companies’ assets for their own personal gain. When Plaintiff has raised issues concerning this protracted mismanagement, she has repeatedly been met with acts of retaliation and concealment by Berrin and Gonca (collectively the “Individual Defendants”). 2. Recently, Defendants denied a request by Plaintiff -- who serves as a Director of Defendant Bremen and as Treasurer of Defendant German News Company, Inc. (“German News”) and is a long-term employee of Bremen -- for access to key financial records of the companies that would have revealed the depths of the Individual Defendants’ mismanagement and self-dealing. In retaliation for making that request and questioning her management of the Company Defendants, Berrin purported to remove Yasemin as a Trustee of The Yasemin Tekiner 2011 Descendants Trust. 3. More recently, shortly after the filing of this case, Defendants took additional actions of retaliation against Plaintiff, removing her as a Director of Bremen, firing her as an officer and employee of Bremen and as Treasurer of German News and cutting off her salary effective immediately. Moreover, this retaliatory action was infected by a fiduciary duty breach impacting Defendant Billur Akipek (“Akipek”), who serves as the sole remaining Trustee of 2 2 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 Yasemin’s Trust. Despite being conflicted, Akipek, along with the corporate trustee of the Trust, consented to Plaintiff’s removal as a Director of Bremen, apparently acting at the direction of the Individual Defendants. 4. As a consequence, Plaintiff brings this action seeking judicial relief for the multiple breaches of fiduciary duty that the Individual Defendants have perpetrated by engaging in an extended course of misconduct through corporate waste and mismanagement, conflicts of interest, self-dealing, bleeding of company assets, concealment and denial of legitimate access to corporate records, and to redress their acts of retaliation. Plaintiff also seeks to set aside Defendant Akipek’s abuse of discretion in denying her any distributions whatsoever from her Trust during the entire existence of the Trust and the Individual Defendants’ interference with Plaintiffs’ rights under her Trust. PARTIES 5. Plaintiff, Yasemin, is a resident of the State of California. She holds a B.A. from Cornell University and an M.F.A. from Columbia University. She is a Director and long-time employee of Defendant Bremen and serves as Treasurer of Defendant German News. She has been a Trustee and is beneficiary of The Yasemin Tekiner 2011 Descendants Trust (“the Yasemin Trust” or “the Trust”, which owns approximately one-third of the shares of Bremen and holds substantial interests in the other company Defendants. Yasemin brings this action individually, in her capacity with the Yasemin Trust and derivatively, on behalf of the Company Defendants, as an equitable holder of substantial shares or membership interests in those Companies. 6. Defendant, Berrin, is a resident of Westchester County in the State of New York and is understood to be in the process of moving to the State of Connecticut. She is the mother 3 3 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 of Yasemin and Defendant Gonca. She serves as Chairman of the Board of Defendant Bremen and Bremen House Texas, is Chief Executive Officer of Defendant German News, and works out of Bremen’s offices in New York County. She is believed to hold management roles in the other companies who are Defendants in this action. She is the sole member of the Protector Committee of The Yasemin Tekiner 2011 Descendants Trust. 7. Defendant, Gonca, is a resident of Westchester County in the State of New York. She is the sister of Yasemin. She is President, Chief Executive Officer and a Director of Defendant Bremen, and works out of Bremen’s offices in New York County. She is believed to hold management roles in the other companies who are Defendants in this action. 8. Defendant, Bremen, is a New York corporation with its principal offices located in New York County. Bremen is the employer of Plaintiff. The main business of Bremen is to invest in, hold and manage real estate located in New York and Texas. 9. Defendant, Bremen House Texas, Inc. (“Bremen Texas”), is a Delaware corporation, which is not in good standing, and has its principal offices located in New York County. Bremen Texas is a wholly owned subsidiary of Bremen. The main business of Bremen Texas is to invest in, hold and manage shopping center properties located in Texas. 10. Defendant, German News, is a New York corporation with its principal offices located in New York County. The main business of German News is to invest in, hold and manage real estate located in New York and Texas. 11. Defendant, German News Texas, Inc. (“German News Texas”), is a Delaware corporation with its principal offices located in New York County. German News Texas is a wholly owned subsidiary of German News. The main business of German News is to invest in, hold and manage shopping center properties located in Texas. 4 4 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 12. Defendant, 254 – 258 W. 35th St. LLC (“254 West 35th"), is an LLC with its principal offices located in New York County. The main business of 254 West 35th is to invest in, hold and manage real estate located in New York County. 13. Defendant, Billur Akipek (“Akipek”), is a resident of New York County in the State of New York and works out of Bremen’s offices in New York County. She is a Trustee of The Yasemin Tekiner 2011 Descendants Trust and is a director and officer of certain of the Company Defendants. She is sued herein in her capacity as a Trustee of that Trust for having refused to authorize the bringing of claims addressed to the misconduct of the Individual Defendants, as alleged herein. JURISDICTION 14. This Court has jurisdiction over the subject matter of this action because it is a court of general jurisdiction. 15. Pursuant to CPLR 301 and 302, this Court has jurisdiction over Defendants Berrin, Gonca and Akipek given that they are residents of the State of New York, they transact business in the State of New York and/or they committed tortious acts within this State. 16. Pursuant to CPLR 301, 302 and 311, and Section 304 of the Business Corporation Law, this Court has jurisdiction over Defendants Bremen, Bremen Texas, German News, German News Texas and 254 West 35th (collectively the “Company Defendants”) given that certain of them are New York corporations, they each maintain offices within the State of New York, and/or they transact business in the State of New York. 5 5 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 VENUE 17. Pursuant to CPLR 503 venue is proper in this Court because the Company Defendants and Akipek reside in this County and a substantial part of the events giving rise to the claims asserted herein occurred within this County. FACTUAL ALLEGATIONS A. The Tekiner Family Real Estate Business 18. Over a period of decades, Plaintiff’s father, Sami Tekiner (“Sami”), assembled a large portfolio of valuable real estate properties principally located in New York. These properties were held through various corporate vehicles, including through the Company Defendants. When Sami died in 1994, the value of these properties is believed to have been in excess of one hundred million dollars. 19. Berrin, who was Sami’s second wife, inherited these property interests upon Sami’s death. Because Sami suffered from Alzheimer’s, Berrin was already in control of the family real estate business by the time Sami passed away. 20. In the early 2000s, Gonca began working in the Tekiner family business. 21. In 2011, Berrin, transferred the bulk of these property interests, through the Company Defendants that hold title to these interests, in equal parts to three irrevocable trusts: one for the benefit of Yasemin (i.e., the Yasemin Trust), and one each for the benefit of Yasemin’s sisters, Gonca and Zeynep. These trusts own the vast majority of the shares or membership interests in the Company Defendants. 6 6 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 B. The Yasemin Trust 22. In 2011, Berrin formed the Yasemin Trust under Delaware law in order to hold a roughly one-third interest in the Tekiner family real estate business for the benefit of Yasemin and her descendants. By its Trust Agreement, the Trust was made “irrevocable.” 23. The Trust Agreement for the Yasemin Trust specifies that in directing distributions under the Trust, preference is to be given to providing for the needs of Yasemin. The vast majority of the holdings of the Yasemin Trust are tied up in interests in the Company Defendants. As a result, Yasemin’s ability to rely on income from the Yasemin Trust turns directly on the financial success of the Tekiner family real estate business. 24. The Yasemin Trust is managed by a Trust Committee, which consisted of Yasemin and one of Berrin’s loyal lieutenants in the family business, Akipek. Because Akipek depends completely on Berrin for her livelihood, she is beholden to Berrin when it comes to the affairs of the Yasemin Trust or of the family business. Akipek has served as a director and officer of certain of the Company Defendants. Her mother lives in an apartment owned by the Tekiner family business and her mother lives there under a sweetheart arrangement. Akipek has been further incentivized to side with Berrin through the promise of a two-year bonus. Berrin is on record as saying that Akipek “only execute[s] what we say” and has “nothing to do with decision making” for the Company Defendants. 25. The Yasemin Trust also has a corporate trustee, Christiana Trust “(“the Corporate Trustee”), with its principal offices in Wilmington, Delaware. 26. Berrin is the sole member of the Protector Committee of the Yasemin Trust which holds the power to remove Trustees. 7 7 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 27. The Yasemin Trust owns a 32.6% interest in Bremen, which owns 100% of Bremen Texas. 28. The Yasemin Trust holds an approximately one-sixth interest in 254 West 35th, which owns a commercial property located on West 35th Street in Manhattan. A 51% interest in 254 West 35th is held by The Residuary Trust U/W of Sami Tekiner (“the Sami Trust”), of which Yasemin is believed to be a contingent beneficiary. The Yasemin Trust also holds a substantial interest in German News, which owns 100% of German News Texas. 29. Under Delaware law, the Trustees of the Trust have the power to sue on behalf of the Yasemin Trust. Under the Trust Agreement, subject to the powers of the Trustees to direct its actions, the Corporate Trustee is empowered to retain attorneys and to litigate any claims in favor of the Trust. 30. The Trust Agreement provides: “The Trustee shall hold the Trust Principal, IN TRUST, for the benefit of YASEMIN TEKINER (‘YASEMIN’) and such of YASEMIN’s descendants as shall from time to time be living during the term of this trust…” 31. The Trust “shall terminate upon YASEMIN’S death…” and Yasemin has the power to determine in her Will which of her descendants will receive the Trust principal on her death. Because Yasemin, during her lifetime, and her descendants, once she passes away, are the sole beneficiaries of the Trust, she has been keenly interested in how the Companies invest their properties—as those assets are the principal holdings of the Trust. 32. The Trust Agreement expressly provides that “[i]n directing any distribution,” the Trustee is requested to “give preference to providing for YASEMIN.” Id. at 2(D). 33. The Trust Agreement further specifies that if there is a “demonstrated abuse of discretion by the Trustee or the Trust Committee,” a “court may direct the Trustee or the Trust 8 8 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 Committee to make any discretionary distribution of income or principal from any trust created by this instrument to or for the benefit of any beneficiary of such trust.” 34. Despite the stated preference given to providing for Yasemin’s needs under the Trust Agreement, Yasemin has never personally received any distributions of principal or income from the Trust during the almost ten years that it has been in existence, apparently based on instructions received from the Individual Defendants. As a result, the Trustee of the Trust has abused her discretion in failing to prioritize Yasemin’s needs, most particularly now that she has no other source of income. 35. On January 8, 2021, Yasemin asked Defendant Akipek to make distributions to her from the Trust but Akipek failed to respond. 36. On December 10, 2020, Berrin purported to remove Yasemin as a Trustee from the Trust, which would make Akipek the sole Trustee of the Trust. 37. According to a June 15, 2017 email that Berrin sent to Yasemin, Akipek “only execute[s]” the Individual Defendants’ directions, and “ha[s] nothing to do with decision making.” Berrin holds other strings over Akipek’s head, given her bonus arrangements and her mother’s sweetheart lease to a Company apartment. This puts Akipek in a conflicted position— taking instructions from her boss, Berrin, without regard to Yasemin’s needs. 38. Defendant Berrin previously removed Yasemin as a Trustee of her Trust in 2017 but reversed her decision and reinstated Yasemin as a Trustee thereafter. Once Yasemin was reinstated as Trustee of her trust later in 2017, she raised Billur’s conflict with Berrin’s counsel. Upon information and belief, Berrin’s counsel did nothing about the conflict. 9 9 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 The Individual Defendants’ Mismanagement and Abuse of the Company Defendants 39. Following Sami’s death, Berrin and Gonca grossly mismanaged the affairs of the Company Defendants and the properties that they own. 40. Berrin serves as Chairman of the Board of Bremen and Bremen Texas, is Chief Executive Officer of German News and holds key management positions in the other Company Defendants. 41. Gonca serves as President, Chief Executive Officer and Director of Bremen, serves as President and Director of German News and holds key management positions in the other Company Defendants. 42. Through their ineptitude and their repeated abuses of their corporate positions, which they have gone to great lengths to conceal, the Individual Defendants have mismanaged the business and finances of the Company Defendants, wasted their assets, taken on multiple conflicts of interest, engaged in various acts of self-dealing and bled the Company Defendants of cash by treating the Company Defendants as their personal piggy-banks. 43. Berrin does not hold a college degree and has no formal training in managing a real estate company or real estate investment. She has a lengthy history of serious personal health issues, including a lengthy stays in institutions. 44. Likewise, Gonca does not hold a college degree and has no formal training in managing a real estate company or real estate investment. She, too, has a lengthy history of serious personal health issues which has led her to check into institutions. 45. Berrin and Gonca have saddled the family business’s properties with substantial and unnecessarily large debt. At last count, the Company Defendants had mortgages totaling in 10 10 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 excess of $20 million. The debt service on these loans is so substantial that it makes it difficult for the Company Defendants to turn a profit. 46. Emblematic of their self-interested approach to managing the Company Defendants and their irreconcilable conflicts of interest, in 2017, with these entities already buried under choking amounts of debt and with key tenants moving out of their properties, Berrin and Gonca chose to take on still more debt, taking down a $6 million mortgage. The proceeds of that mortgage were used, in large part, to purchase a luxurious home for Gonca in Bronxville, New York, at the company’s expense – even though the company already owned a multi-million dollar Manhattan apartment that had been purchased for Gonca’s use. 47. A Westchester home was also purchased for Berrin using the proceeds of an apartment sale. Berrin recently agreed to sell this home and move to Connecticut due to her concerns about the high taxes involved in owning a residence in New York. 48. Berrin and Gonca regularly drain large amounts of cash out of the coffers of the Company Defendants to pay for their lavish lifestyles. They treat the Company Defendants’ accounts as if they were their own personal accounts, paying vast amounts of personal expenses out of the companies, including using company funds to pay for large phone bills, housekeeping and landscaping expenses for their homes and even pet food. 49. For example, in the early 2000s, Berrin bought a luxury yacht through one of the family companies. When the IRS raised questions about this transaction, Berrin was forced to unwind it and pay penalties. 50. Moreover, in 2014, Berrin gave her daughter Gonca a lucrative, unnecessary and above-market employment agreement as President and CEO of Bremen, which was drafted by company counsel. That agreement guarantees Gonca at least $480,00 per year in salary (an 11 11 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 amount since raised further) in addition to her annual cash bonus and reimbursements of expenses. Incredibly, that agreement restricts Bremen from terminating Gonca for ten years absent cause. This ten-year severance arrangement is so uneconomical for the company that it effectively precludes Bremen from hiring a professional real estate executive to run the company. At one point, Berrin even called Gonca the company’s “president for life.” 51. Berrin and Gonca have also treated the Company Defendants’ residential properties as their own. They routinely put friends, relatives and domestic workers up in apartments that the Company Defendants own, giving them sweetheart deals to occupy these units. As is their habit, Berrin and Gonca ignored the advice of the companies’ real estate counsel that such insider deals would make it difficult to sell these properties. The properties also have a lengthy list of violations. 52. In 2012, while Berrin was on a lengthy vacation, certain of the Company Defendants’ Texas properties were auctioned off. When this was discovered, the company had to pay to re-acquire the properties. 53. Given this pattern of misappropriation and mismanagement, in recent years, the Company Defendants were reporting combined losses of in excess of $1 million per year. 54. From time to time, Yasemin has asked for information so she can understand why the valuable properties that her family’s companies own have been losing so much money, has complained about the direction of the business and has urged her family to turn to professional advisers to help plan strategically. These efforts have been met with multiple acts of retaliation by the Individual Defendants. 12 12 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 55. For example, in 2017, when Berrin proposed taking out the $6 million mortgage largely in order to buy a house for Gonca, Yasemin questioned that transaction. Berrin threatened Yasemin that she would retaliate against her for questioning her conduct. 56. Thereafter, in July 2017, Berrin showed signs of remorse, emailing Yasemin to say that she had “looked through all of the e mails and texts” on the issue and then acknowledging that she had done “the most scary part … by threatening you cutting you off [sic].” Berrin admitted that “it was wrong. I thought you knew me better and ignore my empty threats. But it was WRONG and SMALL of me.” She added that Yasemin was “right” when she said “let’s cool off, and do whatever we can to make everyone feel secure and feel better.” Berrin concluded her email by saying: “I am sorry and apologize for speaking so carelessly and unnecessarily.” 57. Despite this apology, in acts of utter retaliation, Berrin instructed Yasemin not to ask questions of company employees and ultimately removed her as a Director of Bremen and as a Trustee of the Yasemin Trust. 58. On September 22, 2017, Berrin’s counsel emailed Yasemin to inform her as to the first time that Berrin removed her as a Trustee of her Trust. Thereafter, Yasemin called Berrin’s counsel, together with her sister Zeynep Tekiner (who had also been removed as Trustee of her Trust as that time). As he had said in his September 22 emails about her removal as Trustee, Berrin’s counsel told Yasemin and Zeynep that Akipek had become the sole member of the Trust Committee for their Trusts so that they should go through Akipek regarding matters involving those Trusts. On that call, Yasemin raised with Berrin’s counsel the conflict of interest that Akipek had as her sole Trustee, given that Akipek was working under Berrin and Gonca. 13 13 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 Berrin’s counsel replied, “I should probably look into that.” Upon information and belief, Berrin’s counsel did not do so. 59. It was only after Yasemin had patched up her relationship with her mother and Berrin became worried about the business’s growing financial difficulties, that Yasemin was reinstated to her roles as a Company Director and officer and as the Trustee of her Trust. 60. On several occasions during 2019, after Yasemin had been reinstated as a Trustee of her Trust, Yasemin once more raised with Berrin’s counsel the conflict Akipek had in serving as her Co-Trustee. Berrin’s counsel acknowledged that this conflict was a problem. Upon information and belief, Berrin’s counsel never did anything about this conflict. 61. Berrin has also removed other trustees in the past who questioned her actions. 62. This was not the family’s only act of retaliation toward Yasemin that year. In April 2017, Yasemin objected to racist comments that Gonca made at a family dinner, which Yasemin and Zeynep found to be offensive. Shortly thereafter, Berrin sent her a text while Yasemin was on an airplane flight returning to California, informing Yasemin that she had been evicted from a family-owned apartment in Manhattan. Yasemin’s other sister, Zeynep, called this eviction “unnecessarily punitive.” 63. And, as alleged below, Berrin has recently engaged in still further acts of retaliation against Yasemin. 64. In June 2019, Berrin, Gonca, Yasemin and their other sister, Zeynep, met with the Company Defendants’ accountants, lawyers and certain key employees, including Akipek, to discuss the financial difficulties that the Company Defendants were experiencing. At this meeting, the accountants urged the family to cut the Company Defendants’ expenses and pointed in particular to expenses incurred on family homes. While the accountants termed Yasemin’s 14 14 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 expenses to be reasonable, they deemed the expenses incurred in carrying Gonca’s luxurious Bronxville home to be problematically expensive. One option discussed was for Gonca to move out of her Bronxville home. Yasemin and Zeynep agreed to carry some of their own housing expenses personally but Gonca refused to do so and this plan was thus rejected. When asked about the company having taken out a mortgage to buy Gonca’s home, one of the Company Defendants’ accountants said that they were never consulted until after the fact. Shortly thereafter, and unbeknownst to Yasemin, Gonca secretly signed a four-year lease on her Bronxville home, thereby ensuring that she would not need to move out of her home. 65. During this June 2019 meeting, the family discussed selling apartments as an alternative to reducing home expenses, including the possible sale of Gonca’s multi-million dollar Manhattan apartment, which she was not occupying. Yasemin followed up on this issue after the meeting but was met with resistance about putting these apartments up for sale. The Company Defendants’ accountants later told Yasemin the business was getting by on the proceeds of the sale of a vacation house that had been purchased for Gonca in the Hamptons. 66. Also at this meeting, Yasemin raised the cost of Berrin’s personal driver and the driver’s wife who serves as Berrin’s housekeeper. Berrin stormed out of the meeting when Yasemin raised this point, and the Company Defendants’ counsel chastised Yasemin for even raising the issue, saying that Berrin’s personal expenses were “off limits.” 67. In late 2019 and early 2020, Gonca suffered a relapse of her chronic health issues. In the fits of her struggles, Gonca tried to fire her mother from her roles with the Company Defendants and kick her out of the companies’ offices, exclaiming to her: “You and your gay family [a reference to Plaintiff who is openly gay] don’t belong here.” Shortly after this incident, Berrin decided to fire Gonca from her positions with the Company Defendants. In explaining 15 15 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 her actions, Berrin stated in an email: Gonca “will be getting more than 20 million dollars in addition to other benefits, to the detriment of the company and her sisters, while being very mean and disrespectful of the whole family especially me, who gave her this trust.” Berrin exclaimed that “the family is totally upset” with Gonca. 68. Berrin’s personal lawyers, who also serve as company counsel, urged her to appoint herself as Chief Financial Officer of the company – as opposed to firing Gonca – commenting: “By removing [Gonca] as President could trigger her buyout.” As a result, the same lawyers who put Gonca’s sweetheart employment contract in place were worried that firing her could trigger the ten-year severance payments that this contract afforded her. 69. But Berrin pushed back, saying that leaving Gonca in her role as President “will leave her with a lot of authority” and that her counsel’s recommended action was “just the opposite of what I want to achieve.” Ultimately, Berrin did fire Gonca as President and CEO of the company. 70. Gonca’s personal health issues became so bad that she again checked into a facility for treatment. Gonca begged her mother to reinstate her back into her company positions. Berrin eventually did so despite Yasemin pointing out to her that Gonca’s conduct satisfied one of the limited grounds for which Bremen could fire Gonca without paying her severance under her lucrative employment agreement. 71. In 2020, Yasemin was successful in convincing Berrin to hire a sophisticated real estate advisory firm to give the family a strategic plan for its holdings. Nonetheless, Berrin and Gonca took steps to narrow the assigned tasks of that advisor such that the advisor was denied access to company real estate records. When the advisor was on the brink of delivering a recommended plan of action, Berrin fired the firm and refused to pay their bill. This incident is 16 16 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 consistent with Berrin’s historic pattern of refusing to listen to the advice of the Company Defendants’ professional advisors. C. The Below-Market Extell Sales 72. Ultimately, in 2020, faced with the Company Defendants’ mounting debt and serious cash flow problems, Berrin and Gonca decided to sell off some of the companies’ most valuable development properties. Given that the sales were effectuated in the midst of the Coronavirus Pandemic, which hit New York properties disproportionately badly and set back development prospects in the City for years, it was probably the worst time in recent years to sell off Manhattan development sites. 73. Bremen and German News put on the market a package of five highly valuable parcels of development property located on the Upper East Side of Manhattan. Defendants were advised before putting the parcels up for sale that the five properties were conservatively valued at over $100 million. 74. Despite previously having made a substantially higher expression of interest, Extell, a leading New York City development company, eventually offered to buy four of the properties for a combined sales price of $45 million and the fifth property for $15 million. For context, comparable properties in the nearby neighborhood have recently sold for much higher prices. Extell pointed to its review of the companies’ inadequate lease files for the buildings’ Rent Stabilized units as one of the reasons for the low price that it was offering. 75. Berrin convinced Yasmin to consent to a sale at this low-ball price given the magnitude of the companies’ financial difficulties. Berrin told Yasemin they either had to sell all these properties or face bankruptcy or foreclosures. After Yasemin urged her mother not to drop 17 17 of 38 FILED: NEW YORK COUNTY CLERK 01/25/2021 07:38 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 86 RECEIVED NYSCEF: 01/25/2021 the price any further, Berrin eventually insisted to Yasemin that she would not “change a letter” in the deal. 76. Despite this promise, when the parties went to Berrin’s home to sign the contract of sale, unbeknownst to Yasemin, Extell again insisted on dropping the sales price for the four- parcel transaction even further, this time by $10 million. Against the advice of her own real estate counsel, who called the price lousy and recommended getting something in exchange for the price drop, including potentially spreading part of the price reduction to the sales price of the other property being sold, Berrin caved and agreed to this fire sale price with nothing in exchange. The real estate lawyer called Extell’s conduct in lowering the price “disgusting” and “underhanded.” 77. Upon learning of this further price drop, Yasemin complained that they had agreed to it without consulting her and objected to their having done so. 78. Despite Yasemin’s objections, it is believed that the Defendants, in late December 2020, closed these property sales at the lower sales price.