Preview
FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK: TRIAL TERM PART 3
_____________________________________________X
YASEMIN TEKINER,
in her individual capacity, as a beneficiary,
and a Trustee of the Yasmine Tekiner 2011
Descendants Trust and derivatively as a
holder of equitable interests in a shareholder Index No. 657193/2020
or a member of the Company Defendants,
Plaintiff,
ATTORNEYS’ AFFIRMATION IN
-against-
SUPPORT OF PROPOSED
BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC., PLAINTIFF-INTERVENOR
GERMAN NEWS COMPANY, INC., GERMAN NEWS ZEYNEP TEKINER IN SUPPORT
TEXAS, INC., 254-258 W. 35TH ST., LLC, OF MOTION TO INTERVENE
BERRIN TEKINER, GONCA TEKINER and BILLUR AND FOR INJUNCTIVE RELIEF
AKIPEK, in her capacity as a Trustee of the
Yasemin Tekiner 2011 Descendants Trust,
Defendants.
_____________________________________________
MICHELE KAHN, an attorney duly admitted to the Courts of this State, affirms under
penalty of perjury pursuant to CPLR § 2106 as follows:
1. I am a member of Kahn & Goldberg, LLP, attorneys for Proposed Intervenor-
Plaintiff Zeynep Tekiner (“Zeynep”). I submit this affidavit in support of Zeynep’s motion to
intervene and for injunctive relief with a temporary restraining order to preclude Defendants
from firing Zeynep, cutting off her salary, removing her from her home, and from taking any
other retaliatory action against Zeynep.
2. Specifically, I herein provide the Court with facts of which I have personal
knowledge based upon my personal involvement in this action and my review of the case files
that establish that Zeynep’s intervention will not delay the determination of this action and will
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not prejudice any of the parties; and that establish Zeynep’s entitlement to a preliminary
injunction with a temporary restraining order. The Court is also respectfully referred to the
accompanying Memorandum of Law for authority for these points.
I. ZEYNEP’S INTERVENTION WILL NOT DELAY THIS MATTER
3. Zeynep’s intervention will not cause any delay. We will primarily rely on the
document discovery that has already been taken, and we will participate in the remaining
discovery. While we may request some documents that have not yet been requested or
exchanged, there should be few, if any, documents left for Defendants to produce, other than
ones that Yasemin’s attorneys would be seeking anyway.
4. It is almost certainly the case that Defendants have received all the documents
they need from Zeynep. In fact, Defendants’ counsel responded to a subpoena on Zeynep’s
behalf, albeit without ever notifying her. In addition, they imaged a copy of her phone.
Presumably, they believed that they had all responsive documents in their possession. If
Defendants need Zeynep to submit a reasonable supplemental document request, we will respond
to it.
5. Zeynep’s deposition has been taken by Yasemin’s attorney and it remains open.
Zeynep is prepared to sit for her continued deposition and answer questions, if any, that
Yasemin’s attorneys still have, and answer questions that Defendants’ counsel may have.
6. As I understand it, only Zeynep’s deposition and Billur’s depositions have yet
been taken, and there are approximately 8 depositions that still need to be taken. We will rely on
Billur’s deposition transcript and will participate in the remaining depositions. I also understand
that expert discovery has yet to begin.
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7. I further understand that, subject to Court approval, the parties have stipulated to a
fact discovery deadline of June 1, 2022, which is sufficient for us and which should be sufficient
if Defendants wish to seek further discovery from me.
8. Thus, Zeynep’s intervention into this lawsuit will not delay the current schedule
for the case.
II. ZEYNEP’S INTERVENTION WILL NOT PREJUDICE DEFENDANTS
9. Nor is there any other prejudice to Defendants from Zeynep intervening. I have
instructed Zeynep not to disclose to me or anyone else any information that may be considered as
joint defense confidential material, including strategy or what may be privileged communications
among the Defendants and their counsel. In any event, as set forth in her affidavit, Zeynep does
not believe that she is or was aware of any material information in this regard. Her mother,
Gonca, and/or Billur had numerous meetings and conversations with Defendants’ counsel where
she was not included, and she was usually excluded from substantive conversations. She does
not believe that she learned anything of consequence that would be considered joint defense
material and, if she did, she has been instructed not share it with my lawyer or with Yasemin and
her lawyers.
10. Nor does the addition of another plaintiff prejudice the Defendants. As can be
seen in the proposed Verified Complaint in Intervention, the allegations Zeynep seeks to assert
that relate solely to her are identical to or intertwined with the allegations that Yasemin has
already made. Defendants will not have to defend any new theories or causes of action. Nor will
defendants have to research a significant amount of new facts, given that they met with Zeynep
to discuss her views of the case and already have her documents.
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III. ZEYNEP IS ENTITLED TO INJUNCTIVE RELIEF
INCLUDING A TEMPORARY RESTRAINING ORDER
A. It is Likely That Zeynep Will Succeed on the Merits
11. As set forth in the accompanying memorandum of law, Zeynep will likely prevail
on the merits of her underlying claims. There can be little question that there is a fiduciary
relationship between Zeynep and Billur, as trustee of her trust. There is similarly no question that
her mother, Gonca and Billur, as officers and directors of the Company, owe a fiduciary duty to
the shareholders, and Zeynep is the beneficiary of her Trust which owns a substantial percentage
of the various entities. There also should be little doubt that the acts of the Defendants constitute
breaches of their various fiduciary duties.
B. Zeynep Will Suffer Irreparable Harm In The Absence of Injunctive Relief
12. Without injunctive relief, Zeynep will be irreparably harmed. Like Yasemin, she
relies on the salary that Bremen House provides to her. Indeed, other than some very
insignificant child support, this salary is her only source of income. She has no savings. If her
salary is cut off, she will become destitute.
13. The home where she resides with her minor child is owned by Bremen House. If
the Defendants seek to remove her from the home, Zeynep and her daughter will have nowhere
to go.
14. Moreover, Zeynep is am quite concerned that if she is removed from her positions
with Bremen house, the Individual Defendants will have free rein to do whatever they want to
the detriment of the shareholders. During this lawsuit, they have accelerated their patterns of
mismanagement and self-dealing – as was set out in the affidavit Yasemin filed in support of her
motion to renew. (NYSCEF Doc. No. 7), and as set out in Zeynep’s accompanying affidavit.
Moreover, the lengths to which Berrin and Billur went to coerce Zeynep to consent to Yasemin’s
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firing illustrate that her continued role in governance is a sensible check on their otherwise
unfettered actions. If Zeynep were to be deprived of a continued say in corporate affairs of her
family’s business, it would harm her irreparably.
C. The Balance of the Equities Are in Zeynep’s Favor
15. The balance of the equities favor Zeynep. She is only asking the Court to
preserve the status quo, so there will be little or no harm to the Defendants or the entities they
control, since Zeynep has been a Director and Trustee for years, and Defendants have been
paying Zeynep a salary with benefits and paying for her housing for years. On the other hand, if
Zeynep loses her income from the Companies, she has no other means of support; and if she
loses her home, she and her daughter have nowhere to go.
WHEREFORE, it is respectfully requested that this Court issue an Order:
(a) (i) granting Zeynep permission to intervene as of right or by permission;
(ii) directing that the amended summons be served upon Defendants in a
manner to be directed by the Court;
(iii) directing that the Verified Complaint in Intervention in the form attached
as Exhibit A be served upon Defendants in a manner to be directed by the
Court;
and
(b) enjoining and restraining Defendants and their agents and employees from:
(i) terminating Zeynep from her position as Vice President of Bremen House;
(ii) reducing or stopping Zeynep’s salary and benefits from Bremen House;
(iii) removing Zeynep as Trustee of the Zeynep Trust;
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(iv) evicting Zeynep from or impairing her rights to her Company-owned
home in Bronxville, New York;
(v) reducing the payment of expenses as has previously been paid by the
Company for the benefit of Zeynep’s Bronxville home; and
(vi) taking any other retaliatory action against Zeynep;
and
(c) granting Zeynep such other relief as the Court deems just and proper.
Dated: New York, NY
March 22, 2022
__________________________
Michele Kahn
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CERTIFICATION PURSUANT TO COMMERCIAL DIVISION RULE 17
I hereby certify that the foregoing memorandum of law complies with Rule 17 of
subdivision (g) of section 202.70 of the Uniform Rules for the Supreme Court and County Court
(Rules of Practice for the Commercial Division of the Supreme Court), and has a word count of
1503, which is within the limit of 7,000.
Dated: New York, New York
March 22, 2022
___________________________
Michele Kahn
7 of 7
Preview
FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: TRIAL TERM PART 3 _____________________________________________X YASEMIN TEKINER, in her individual capacity, as a beneficiary, and a Trustee of the Yasmine Tekiner 2011 Descendants Trust and derivatively as a holder of equitable interests in a shareholder Index No. 657193/2020 or a member of the Company Defendants, Plaintiff, ATTORNEYS’ AFFIRMATION IN -against- SUPPORT OF PROPOSED BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC., PLAINTIFF-INTERVENOR GERMAN NEWS COMPANY, INC., GERMAN NEWS ZEYNEP TEKINER IN SUPPORT TEXAS, INC., 254-258 W. 35TH ST., LLC, OF MOTION TO INTERVENE BERRIN TEKINER, GONCA TEKINER and BILLUR AND FOR INJUNCTIVE RELIEF AKIPEK, in her capacity as a Trustee of the Yasemin Tekiner 2011 Descendants Trust, Defendants. _____________________________________________ MICHELE KAHN, an attorney duly admitted to the Courts of this State, affirms under penalty of perjury pursuant to CPLR § 2106 as follows: 1. I am a member of Kahn & Goldberg, LLP, attorneys for Proposed Intervenor- Plaintiff Zeynep Tekiner (“Zeynep”). I submit this affidavit in support of Zeynep’s motion to intervene and for injunctive relief with a temporary restraining order to preclude Defendants from firing Zeynep, cutting off her salary, removing her from her home, and from taking any other retaliatory action against Zeynep. 2. Specifically, I herein provide the Court with facts of which I have personal knowledge based upon my personal involvement in this action and my review of the case files that establish that Zeynep’s intervention will not delay the determination of this action and will 1 of 7 FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022 not prejudice any of the parties; and that establish Zeynep’s entitlement to a preliminary injunction with a temporary restraining order. The Court is also respectfully referred to the accompanying Memorandum of Law for authority for these points. I. ZEYNEP’S INTERVENTION WILL NOT DELAY THIS MATTER 3. Zeynep’s intervention will not cause any delay. We will primarily rely on the document discovery that has already been taken, and we will participate in the remaining discovery. While we may request some documents that have not yet been requested or exchanged, there should be few, if any, documents left for Defendants to produce, other than ones that Yasemin’s attorneys would be seeking anyway. 4. It is almost certainly the case that Defendants have received all the documents they need from Zeynep. In fact, Defendants’ counsel responded to a subpoena on Zeynep’s behalf, albeit without ever notifying her. In addition, they imaged a copy of her phone. Presumably, they believed that they had all responsive documents in their possession. If Defendants need Zeynep to submit a reasonable supplemental document request, we will respond to it. 5. Zeynep’s deposition has been taken by Yasemin’s attorney and it remains open. Zeynep is prepared to sit for her continued deposition and answer questions, if any, that Yasemin’s attorneys still have, and answer questions that Defendants’ counsel may have. 6. As I understand it, only Zeynep’s deposition and Billur’s depositions have yet been taken, and there are approximately 8 depositions that still need to be taken. We will rely on Billur’s deposition transcript and will participate in the remaining depositions. I also understand that expert discovery has yet to begin. 2 of 7 FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022 7. I further understand that, subject to Court approval, the parties have stipulated to a fact discovery deadline of June 1, 2022, which is sufficient for us and which should be sufficient if Defendants wish to seek further discovery from me. 8. Thus, Zeynep’s intervention into this lawsuit will not delay the current schedule for the case. II. ZEYNEP’S INTERVENTION WILL NOT PREJUDICE DEFENDANTS 9. Nor is there any other prejudice to Defendants from Zeynep intervening. I have instructed Zeynep not to disclose to me or anyone else any information that may be considered as joint defense confidential material, including strategy or what may be privileged communications among the Defendants and their counsel. In any event, as set forth in her affidavit, Zeynep does not believe that she is or was aware of any material information in this regard. Her mother, Gonca, and/or Billur had numerous meetings and conversations with Defendants’ counsel where she was not included, and she was usually excluded from substantive conversations. She does not believe that she learned anything of consequence that would be considered joint defense material and, if she did, she has been instructed not share it with my lawyer or with Yasemin and her lawyers. 10. Nor does the addition of another plaintiff prejudice the Defendants. As can be seen in the proposed Verified Complaint in Intervention, the allegations Zeynep seeks to assert that relate solely to her are identical to or intertwined with the allegations that Yasemin has already made. Defendants will not have to defend any new theories or causes of action. Nor will defendants have to research a significant amount of new facts, given that they met with Zeynep to discuss her views of the case and already have her documents. 3 of 7 FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022 III. ZEYNEP IS ENTITLED TO INJUNCTIVE RELIEF INCLUDING A TEMPORARY RESTRAINING ORDER A. It is Likely That Zeynep Will Succeed on the Merits 11. As set forth in the accompanying memorandum of law, Zeynep will likely prevail on the merits of her underlying claims. There can be little question that there is a fiduciary relationship between Zeynep and Billur, as trustee of her trust. There is similarly no question that her mother, Gonca and Billur, as officers and directors of the Company, owe a fiduciary duty to the shareholders, and Zeynep is the beneficiary of her Trust which owns a substantial percentage of the various entities. There also should be little doubt that the acts of the Defendants constitute breaches of their various fiduciary duties. B. Zeynep Will Suffer Irreparable Harm In The Absence of Injunctive Relief 12. Without injunctive relief, Zeynep will be irreparably harmed. Like Yasemin, she relies on the salary that Bremen House provides to her. Indeed, other than some very insignificant child support, this salary is her only source of income. She has no savings. If her salary is cut off, she will become destitute. 13. The home where she resides with her minor child is owned by Bremen House. If the Defendants seek to remove her from the home, Zeynep and her daughter will have nowhere to go. 14. Moreover, Zeynep is am quite concerned that if she is removed from her positions with Bremen house, the Individual Defendants will have free rein to do whatever they want to the detriment of the shareholders. During this lawsuit, they have accelerated their patterns of mismanagement and self-dealing – as was set out in the affidavit Yasemin filed in support of her motion to renew. (NYSCEF Doc. No. 7), and as set out in Zeynep’s accompanying affidavit. Moreover, the lengths to which Berrin and Billur went to coerce Zeynep to consent to Yasemin’s 4 of 7 FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022 firing illustrate that her continued role in governance is a sensible check on their otherwise unfettered actions. If Zeynep were to be deprived of a continued say in corporate affairs of her family’s business, it would harm her irreparably. C. The Balance of the Equities Are in Zeynep’s Favor 15. The balance of the equities favor Zeynep. She is only asking the Court to preserve the status quo, so there will be little or no harm to the Defendants or the entities they control, since Zeynep has been a Director and Trustee for years, and Defendants have been paying Zeynep a salary with benefits and paying for her housing for years. On the other hand, if Zeynep loses her income from the Companies, she has no other means of support; and if she loses her home, she and her daughter have nowhere to go. WHEREFORE, it is respectfully requested that this Court issue an Order: (a) (i) granting Zeynep permission to intervene as of right or by permission; (ii) directing that the amended summons be served upon Defendants in a manner to be directed by the Court; (iii) directing that the Verified Complaint in Intervention in the form attached as Exhibit A be served upon Defendants in a manner to be directed by the Court; and (b) enjoining and restraining Defendants and their agents and employees from: (i) terminating Zeynep from her position as Vice President of Bremen House; (ii) reducing or stopping Zeynep’s salary and benefits from Bremen House; (iii) removing Zeynep as Trustee of the Zeynep Trust; 5 of 7 FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022 (iv) evicting Zeynep from or impairing her rights to her Company-owned home in Bronxville, New York; (v) reducing the payment of expenses as has previously been paid by the Company for the benefit of Zeynep’s Bronxville home; and (vi) taking any other retaliatory action against Zeynep; and (c) granting Zeynep such other relief as the Court deems just and proper. Dated: New York, NY March 22, 2022 __________________________ Michele Kahn 6 of 7 FILED: NEW YORK COUNTY CLERK 03/22/2022 08:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 221 RECEIVED NYSCEF: 03/23/2022 CERTIFICATION PURSUANT TO COMMERCIAL DIVISION RULE 17 I hereby certify that the foregoing memorandum of law complies with Rule 17 of subdivision (g) of section 202.70 of the Uniform Rules for the Supreme Court and County Court (Rules of Practice for the Commercial Division of the Supreme Court), and has a word count of 1503, which is within the limit of 7,000. Dated: New York, New York March 22, 2022 ___________________________ Michele Kahn 7 of 7