Preview
FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022
Judith A. Archer
Victoria V. Corder
Sean M. Topping
NORTON ROSE FULBRIGHT US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
Tel.: (212) 318-3000
Fax: (212) 318-3400
judith.archer@nortonrosefulbright.com
victoria.v.corder@nortonrosefulbright.com
sean.topping@nortonrosefulbright.com
Attorneys for Defendants
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
YASEMIN TEKINER,
in her individual capacity, as a beneficiary
and a Trustee of The Yasemin Tekiner
Index : 657193/2020
2011 Descendants Trust and derivatively as
a holder of equitable interests in a
Motion Sequence #7
shareholder or a member of the Company
Defendants,
AFFIDAVIT OF BERRIN TEKINER
IN OPPOSITION TO MOTION FOR
Plaintiff,
LEAVE TO RENEW
-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.
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
BERRIN TEKINER, being duly sworn, deposes and says:
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1) I am the Chairperson of Bremen House, Inc. (“Bremen House”) and German News
Company, Inc. (“German News,” and collectively the “Companies”). I submit this affidavit in
opposition to Plaintiff Yasemin Tekiner’s Motion for Leave to Renew and have personal
knowledge of the matters set forth herein.
2) In opposition to Plaintiff’s initial motion for preliminary injunctive relief, I
submitted an affidavit, dated January 14, 2021, seeking to provide context for Defendants’
opposition brief and to correct Plaintiff’s misstatements. (See NYSCEF No. 22). That affidavit
is incorporated by reference herein.
3) I was surprised by the claims included in Yasemin’s affidavit (NYSCEF Doc.
184), many of which are inaccurate or misleading, and I write to correct them.
4) I am also aware that my other daughter Zeynep Tekiner has recently moved to
intervene in this case and has sought injunctive relief. (NYSCEF Nos. 215-222) I have addressed
Zeynep’s claims in this affidavit to the extent they are relevant to the Motion for Leave to Renew.
My counsel and I will respond to Zeynep’s affidavit as part of Defendants’ response to Zeynep’s
motion separately.
Removal of Yasemin Tekiner As Officer & Director of the Companies
5) Gonca, Billur, and I have run the Companies for years. I began working for the
Companies in the late 1980s, when my husband Sami Tekiner was too ill to continue and then left
the Companies to me in his will. Billur started in 1992 as the office manager. Gonca has worked
for the Companies since the mid-2000s. While we attempted to bring Yasemin into the
Companies, she left in or around 2012 to pursue her dream of being a screenwriter in Los Angeles.
6) Years after abandoning her responsibilities to the Companies, Yasemin continued
to waste Company funds on housing expenses and expensive renovations. For example, attached
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hereto as Exhibit A is a true and correct copy of a text message from Yasemin Tekiner to me,
dated August 2, 2016 (TEKINER00058422), requesting renovations be done on a Bowery
apartment owned by the Companies that Yasemin and her fiancée were to temporarily use while
they stayed in New York City.
7) Yasemin’s incursions and disruptions in 2019 and 2020 had gotten to a point by
late December 2020 where they were damaging to the operation of the Companies. Yasemin’s
removal had been under consideration before she ever filed her lawsuit, given her absence from
the Companies’ operations, her penchant for placing her own interests over the Companies, and
her history of erratic and volatile behavior towards Company employees. As such, it became
imperative for the continued welfare of the Companies to remove Yasemin from her positions.
8) Gonca, Zeynep, and I discussed Yasemin’s removal on various occasions in
December 2020 and early January 2021. We were all in agreement that Yasemin had to be
removed in order for the Companies to continue to function. No one was forced to remove
Yasemin, including Zeynep.
9) The Companies followed all steps required under the Company bylaws to remove
Yasemin, first, as a director, and, second, as an officer of the Companies.
10) On January 5, 2021, Yasemin was removed as a member of the Board of Directors
of Bremen House through a Joint Written Consent of the Shareholders (the “Joint Written
Consent”). Christiana Trust, the corporate trustee for Yasemin, Gonca, and Zeynep’s Trusts,
signed off on the Joint Written Consent on behalf of their trusts. Christiana Trust did so at the
direction of Zeynep Tekiner and Billur Akipek as trust committee members of the Zeynep Tekiner
Ozaltin 2011 Descendants Trust. Attached hereto as Exhibit B is a true and correct copy of the
Direction Letter to Christiana Trust re The Zeynep Tekiner Ozaltin 2011 Descendants Trust
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(Brem00278773). Zeynep signed the direction letter instructing Christiana Trust to remove
Yasemin as a Bremen House director. As such, Zeynep knew that she was removing Yasemin as
a director, contrary to what she claimed at her deposition.
11) Yasemin was removed from her roles as Vice President of Bremen House and
Treasurer of German News by Unanimous Written Consent of the Boards of Directors on January
8, 2021. (NYSCEF Doc. 29, 30) Zeynep, as a Bremen House director, signed off on Yasemin’s
removal as Vice President of Bremen House. (NYSCEF Doc. 29)
12) Neither I, nor Gonca, Zeynep, or Billur, made this decision lightly, however,
especially since Yasemin would no longer receive her salary. After I took over control of the
Companies in 1994 (as my husband’s will made clear), I have ensured that my daughters benefited
from them. Yasemin and Zeynep each have resided for years in Company-owned houses, while
Gonca has done the same until recently. The Companies have paid for taxes, insurance, and
upkeep on these houses while Yasemin, Gonca, and Zeynep have lived in them. Yasemin has
received a salary, pension, and benefits since the Companies were reorganized in 2011, while
Zeynep has received one since she returned to New York from Turkey in or around late 2014 or
early 2015. Both Yasemin and Zeynep have continued to be paid a salary despite pursuing their
artistic endeavors—Yasemin trying to be a screenwriter in California and Zeynep a painter in
New York—and not working for the Companies.
13) At no point did I coerce or threaten Zeynep into approving Yasemin’s removal as
an officer or director of the Companies. Zeynep came to the Companies’ office in early January
2021 in order to sign the paperwork directing her corporate trustee to remove Yasemin as a
director and removing her as an officer. I spoke briefly with Zeynep, who was emotional at the
time, but who signed both documents after our discussion. Zeynep did not have to sign the
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paperwork if she felt so strongly about Yasemin’s removal. Zeynep did not threaten to resign in
protest over Yasemin’s removal or subsequently express her disapproval of removing Yasemin.
14) While we were aware that Yasemin would no longer receive a salary, we did not
remove her from her Company positions in order to deny her the funds to pursue her lawsuit. In
fact, the first time this theory was ever raised was in Yasemin’s motion, not in conversations
among the Companies’ directors or officers or with counsel.
The Extell Sale and Re-Investment of Sales Proceeds
15) In her affidavits and filings by her counsel, Yasemin continues to question the
Companies’ fiscally prudent sale of several Upper East Side properties to Extell Development
LLC (“Extell”) in Fall 2020. As I explained previously, those properties had become unprofitable
due to their advanced age, excessive maintenance costs, and the number of rent-controlled and
rent-stabilized tenants. We listed the buildings for sale with Marcus & Millichap, a reputable
broker, who aggressively advertised the properties both through targeted contacts and on the open
market.
16) However, the properties sat on the market for the better part of a year despite our
best efforts to find a suitable buyer. While we received a handful of offers, all were below what
we believed was an acceptable sales price. At the same time, after the Covid-19 pandemic struck,
widespread economic difficulties led certain of the Companies’ tenants to stop paying rent and
we were prevented from evicting them under Covid regulations. This caused gross rental income
to plummet by more than one-third.
17) Faced with persistent losses, a depressed real estate market, and no ability to
determine when the pandemic would end and how itwould impact the New York real estate
market, we made the calculated business decision to accept Extell’s offer to purchase five
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buildings for $60 million. Contrary to Yasemin’s claim, accepting the offer did not go “against
the advice of the Company’s real estate lawyer.” (NYSCEF No. 184 ¶14)
18) While Yasemin claims to be “alarmed” that Billur told Delphine Sourian, a family
friend, that December 2020 was the worst possible time to sell, Yasemin herself was well-aware
of the challenges of the Extell Sale. Yasemin had been on regular calls with Marcus & Millichap,
had seen the offers from Extell and others, and was made aware of the issues with the properties.
Billur, like me, however, recognized that the properties had to be sold and proceeds re-invested
in order to return the Companies to profitability. Yasemin now tries to second guess the decision
to sell the properties, but she understood at the time the risk associated with sales and was even
involved in the sale process, despite being in California throughout the entire transaction.
19) Billur, along with the rest of the Companies’ staff—including both office workers
and maintenance personnel—had to work exceptionally hard throughout 2020 as essential
workers during Covid, being in the office and at the properties every day despite the shutdown to
which many other companies were subject. Billur and the staff worked full-time to manage the
Companies’ properties, including rental applications and turnover, liaising with commercial and
residential tenants concerning properties, as well as maintenance and upkeep of the properties.
At the same time, they also expended great effort to assist with what would become the Extell
Sale. Prior to the sale, Billur and the staff assisted with a number of due diligence requests from
our broker, transactional counsel, and accountants, as well from potential buyers themselves like
Extell. Once the Companies had signed the contract with Extell, Billur and the staff then had to
work to complete all of the Companies’ obligations under the contract, including collecting rent
estoppels from current tenants, completing banking documents, and preparing all documentation
for Extell to have once it had closed on the transaction. Billur and the staff also had to pack up
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and transition our Companies’ office from one of the buildings that was being sold to a new
location.
20) Aside from the regular “bonuses” paid to Yasemin, Gonca, and Zeynep as “rent”
for their use of the Company-owned houses, the Companies did not pay any bonuses in 2019, as
they had periodically done for staff in prior years.
21) As such, the bonus Billur received in 2020 was well-deserved for her hard work
and are not at all unusual or in any way reflect self-dealing. Contrary to Yasemin’s claim, the
Companies did not pay Billur or others to win their “support” or “facilitation of the Extell deal.”
(Id. ¶16) And bonuses were paid at the usual time, at year-end, which coincided with the Extell
closing.
22) Yasemin also claims that is “it is unclear to [her] where a portion of the profits
from the Extell sale went.” (Id. ¶17) Either Yasemin has not read the basic transactional
documents created as part of the Extell Sale, or her lawyers have not shared them with her. I
understand that the closing statements from the Extell closing were produced to her counsel on
February 22, 2021. Attached hereto as Exhibit C is a true and correct copy of an excerpt of the
Extell Sale Closing Statement, Vol. 1, dated December 21, 2020 (Brem00000467). The
documents clearly reflect that roughly $10 million of the $35 million of the profits from the Extell
Sale were used to pay off existing mortgages on the Upper East Side properties sold as part of the
Sale. The Companies invested the remaining $25 million in five replacement properties,
including two CVS locations in Utah and Texas, a Valvoline gas station and Aldi grocery store
in Texas, a 7/11 gas station in North Carolina, and a Wawa convenience store in Florida. Attached
hereto as Exhibit D is a true and correct copy of a Company-created spreadsheet reflecting the
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five properties acquired through 1031 exchanges in 2021 (Brem00325161). All of this was
known by Yasemin at the time and was the purpose of the Extell Sale.
23) Gonca, Billur, and I relied upon Marcus & Millichap in order to strategically select
the properties for acquisition. The properties were all triple-net leases, to essential services
lessees, across the United States. As such, we worked to diversify our real estate holdings in
order to provide stability in spite of the ongoing Covid-19 pandemic and an increasingly hostile
regulatory environment in New York City. These properties are very profitable, as the Companies
expect to earn more than $1 million net income annually from them, plus the Companies are not
responsible for taxes or maintenance on the properties as they had been with the Extell Sale
properties.
24) As Yasemin was no longer an officer or director of the Companies, we did not
provide her information about the 1031 exchange transaction other than through this litigation.
Defendants’ Other Real Estate Transactions in 2021 and 2022
25) Since Yasemin filed her lawsuit in early 2021, the Companies have completed
various property transactions, including using the profits from the Extell Sale to pay down debt
and purchase five replacement properties, which I describe above. The Companies are also
closing on the sale of a small property on 1320 Madison Avenue above a nail salon that had long
been marketed, but was unable to be sold due to the nail salon tenant who will be leaving later
this year.
26) None of this is improper or surprising given that we are a real estate company.
The Companies currently own a portfolio of approximately twenty residential and commercial
real estate properties in New York, Texas, Utah, North Carolina, Florida, and California. The
Companies directly manage mixed use properties in Manhattan and Texas. The Companies
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continue to own the majority of the real estate holdings they owned when Yasemin’s lawsuit was
filed.
27) In addition, the Companies have sold several residential units or houses, which
had been planned prior to Yasemin’s lawsuit and part of the Companies’ plans to reduce operating
expenses, including maintenance and coop fees, and to increase cash flow. Yasemin was well
aware of this plan, as she attended the 2019 meeting where it was discussed and received
confirmation from Billur on behalf of the Companies setting out the Companies’ plans. Attached
hereto as Exhibit E is a true and correct copy of an email from Billur Akipek to Yasemin Tekiner,
entitled “Bremen House financial condition,” dated November 13, 2019 (Brem00247761). In her
email, Billur says that, in the June 2019, the Bremen House board of directors, including Yasemin,
“unanimously agreed: … (3) to sell the condo apts 140 E 63rd st. 6-D, 40 E 78th St 6-G, 177 E
77th St 11-C …. (4) Selling Scarsdale and Bronxville Properties in the next 1 to 5 years.” These
are the same properties that Yasemin lists in her affidavit as if the sales were somehow surprising
or improper:
a) 81 Tanglewylde Avenue (Gonca’s Bronxville home used 2017-2022) (NYSCEF
No. 184 ¶¶22-23);
b) 140 East 63rd St. Apt. 6-D (an apartment the Companies had rented out since in
or around 2008) (id. ¶25);
c) 177 East 77th St. Apt. 11-C (formerly Zeynep’s apartment, which had been rented
periodically to other tenants as well) (id.);
d) 30 East 78th St. Apt. 6-G (formerly Gonca’s apartment, which had been rented
since in or around 2019) (id. ¶26(a)); and
e) 15 Brookby Road (my Scarsdale home from 2017-2020) (id. ¶26(d)).
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28) The proceeds from the sale of each of these properties were—or in the case of 81
Tanglewylde Avenue, which is currently on the market, will be—used to pay any off Company
debt or expenses and remaining proceeds put back into the Companies’ coffers.
29) I would note that Yasemin never offered for the Companies to sell 10189 Vicenza
Way, her Bel Air residence, to lower expenses.
30) In Fall 2020, I sold 15 Brookby Road in Scarsdale and purchased a smaller home
in Greenwich, Connecticut (5 Georgetowne North), which was less expensive and had lower
property taxes. While 5 Georgetowne North was registered in Bremen House’s name, I funded
the purchase from my own pension.
31) After living at 5 Georgetowne North for several months, however, I realized that
the house was not suitable and wished to be closer to the Companies’ properties and offices. As
such, I purchased 124 East 79th St. Apt. 12C/D in August 2021. Again, I purchased the apartment
with my own personal money, which is why the property is titled in my name.
32) Therefore, Yasemin’s claim that I, or anyone at the Companies, am “transferring
Company assets into [our] own name by selling Company properties and purchasing properties
in her own name with the proceeds” (Id. ¶25), is completely false.
Defendants’ Expenses During the Lawsuit
33) Yasemin’s claim that Gonca and I “continue[] to live lavish lifestyles,” including
“substantial Company paid home expenses” (id., ¶¶30, 32), is both wrong and conveniently
forgets that she herself has benefited from the same “lifestyle” for years (and seeks to continue
doing so by this lawsuit).
34) While I acknowledge that the Companies continue to pay for landscaping and
maintenance on the personal residences—as has been done for years, including for 10819 Vicenza
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Way, the Company-owned home in Bel Air, California where Yasemin lives—these expenses
have been greatly reduced by the transactions I described earlier.
35) Moreover, the Companies do not employ multiple “drivers” or “maids.” As
Yasemin well knows, two Company employees, Jose and Maria Salazar, perform such tasks, as
well as a number of other duties for the Companies. Jose Salazar works as the Companies’ driver,
including driving Gonca, Zeynep, Yasemin, and me as needed. Jose also works as a lobby
employee at 254-258 W. 35th Street and serves as a superintendent as needed at other properties
owned by the Companies. Before the Companies sold 220 East 86th Street as part of the Extell
Sale, Jose was the superintendent of that building as well. Maria Salazar works as a housekeeper
for the Companies, including turning over apartments between tenants and cleaning building
common areas. Maria primarily cleans my residence and has cared for me after complications
from a recent back surgery have left me paralyzed. In the past, Gonca, Zeynep, and Yasemin
have all had their personal residences cleaned by Maria and never complained about her role in
the Companies.
36) Yasemin also claims that I “went on a yacht vacation” in Turkey in August 2021.
(Id. ¶34) While I was in Turkey for vacation last year, I did rent a boat for a week that I paid for
with my own money.
37) Finally, Yasemin wrongly claims that I have “personally taken out substantial
loans from the Company” and that as of December 31, 2020, I “owed the Company
approximately $3 million.” (Id. ¶31) In line with her previous inability to understand basic
financial statements (Id. ¶18), Yasemin misinterprets the loan document that my counsel has
produced, which reveals that the Companies owed me over $3 million by 2020, not vice versa.
(NYSCEF No. 178)
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Yasemin’s Self-Inflicted Financial Struggles
38) Yasemin’s recent “financial struggles” (Id. ¶35) are of her own making.
39) As I discussed in my previous affidavit (NYSCEF No. 22 ¶17), Yasemin has
struggled financially and personally since graduating from film school (which I paid for) in the
early 2000s. Shortly thereafter, Gonca and I endeavored to involve Yasemin in the Companies’
business. The Companies also provided her with largely honorific director and officer roles to
help. When Yasemin decided to move to Los Angeles in 2012, she maintained her titles and
continued drawing both a salary and pension, despite abandoning any prior responsibilities to the
Companies.
40) Yasemin left her responsibilities with the Companies in order to pursue a career in
screenwriting. However, I am unaware of any significant jobs Yasemin has had as a screenwriter.
She often expressed upset at her lack of success and, as any mother would do, I tried to make her
feel better by telling her that the Companies needed her. Yasemin has also previously expressed
that she was content solely to work from home, while her fiancée held down jobs outside the
home. Moreover, as recently confirmed by statements by Yasemin’s counsel, Yasemin has had
no other sources of income beyond what she has received from the Companies since 2015. (See
Archer Ex. C) It is unclear to me whether Yasemin ever has ever had any other income beyond
what the Companies have provided to her.
41) Throughout her lawsuit, Yasemin has continued to reside with her fiancée in the
Companies’ Bel Air home (10819 Vicenza Way), which is currently estimated to be worth over
$4.8 million. Attached hereto as Exhibit F is a true and correct copy of a screen shot reflecting
a current Zillow, Inc. estimate of $4,818,600 for 10819 Vicenza Way.
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42) Yasemin does not, and has not, ever actually paid rent to live at 10819 Vicenza
Way. Yasemin’s yearly “rent” was formerly paid through an automatic bonus that she received
from the Companies. The Companies have not charged her rent since she was removed as a
Company officer and director in January 2021. Accordingly, Yasemin has lived rent-free since
the Companies purchased the house in 2014.
43) While the Companies no longer pay for maintenance or landscaping costs for
10819 Vicenza Way, they do continue to pay property taxes, home insurance, and water bills.
44) As promised previously, the Companies will allow Yasemin to live in 10819
Vicenza Way throughout her lawsuit. However, in the event Defendants are successful on their
counterclaims, we reserve the right to evict Yasemin from 10819 Vicenza Way, sell the property,
and put the sale proceeds back into the Companies, as we have done for our own residences.
45) The Companies also continue to pay Yasemin’s health insurance (Empire
BlueCross BlueShield), which was renewed most recently in November 2021.
46) While I have paid for Yasemin’s fertility treatments in the past, I did so out of my
own generosity and am under no obligation to continue to do so.
My Late Husband Sami’s Will and Estate Planning
47) Yasemin makes various claims about my late husband Sami Tekiner’s will and
estate planning that are both incorrect and completely irrelevant to her lawsuit.
48) I previously provided my daughters with a copy of Sami’s will and have not
attempted to hide his will from Yasemin or anyone else. As Yasemin is aware, the will was
probated in the mid-1990s and has long been part of the public record.
49) Contrary to Yasemin’s claims, Sami did not leave the Companies to my daughters.
The property was left to a qualified terminable interest property trust or a “QTIP”, for my benefit.
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More than 15 years after Sami died, I in turn voluntarily created the trust structure in place today
for the benefit of my daughters. This, however, was not enough for Yasemin. Within a few years
of creating her trust, in late 2015 and early 2016, she further bullied and threatened to harm me if
I did not put another property, 254 W. 35th Street, which is not owned by the Companies, into a
trust.
50) Sami was both incredibly laborious and very frugal. If Sami were stillalive he
would be profoundly disappointed in Yasemin’s actions, including her listless lifestyle before this
lawsuit, her decision to sue her own family, and how she has conducted herself during it.
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Dated: New York, New York
March 24, 2022
Berrin Tekiner
Sworn to before me
on Marchl-1, 2022
FW
Notary Public
PETER MERTZ
NotaryPublic - State of New York
No. 02ME5046271
in New York County
Qualified
My CornmissionExpiresJuly10, 2023
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CERTIFICATION
Counsel for Defendants hereby certifies that this document complies with the word count
limit of Commercial Division Rule 17. This affidavit was prepared using Microsoft Word, and
the total number of words in this affidavit, exclusive of the caption, table of contents, table of
authorities, and signature block is less than 7,000 words.
Dated: March 24, 2022 By: /s/ Judith A. Archer
New York, New York Judith A. Archer
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FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 Judith A. Archer Victoria V. Corder Sean M. Topping NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Tel.: (212) 318-3000 Fax: (212) 318-3400 judith.archer@nortonrosefulbright.com victoria.v.corder@nortonrosefulbright.com sean.topping@nortonrosefulbright.com Attorneys for Defendants SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK YASEMIN TEKINER, in her individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner Index : 657193/2020 2011 Descendants Trust and derivatively as a holder of equitable interests in a Motion Sequence #7 shareholder or a member of the Company Defendants, AFFIDAVIT OF BERRIN TEKINER IN OPPOSITION TO MOTION FOR Plaintiff, LEAVE TO RENEW -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. STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) BERRIN TEKINER, being duly sworn, deposes and says: 1 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 1) I am the Chairperson of Bremen House, Inc. (“Bremen House”) and German News Company, Inc. (“German News,” and collectively the “Companies”). I submit this affidavit in opposition to Plaintiff Yasemin Tekiner’s Motion for Leave to Renew and have personal knowledge of the matters set forth herein. 2) In opposition to Plaintiff’s initial motion for preliminary injunctive relief, I submitted an affidavit, dated January 14, 2021, seeking to provide context for Defendants’ opposition brief and to correct Plaintiff’s misstatements. (See NYSCEF No. 22). That affidavit is incorporated by reference herein. 3) I was surprised by the claims included in Yasemin’s affidavit (NYSCEF Doc. 184), many of which are inaccurate or misleading, and I write to correct them. 4) I am also aware that my other daughter Zeynep Tekiner has recently moved to intervene in this case and has sought injunctive relief. (NYSCEF Nos. 215-222) I have addressed Zeynep’s claims in this affidavit to the extent they are relevant to the Motion for Leave to Renew. My counsel and I will respond to Zeynep’s affidavit as part of Defendants’ response to Zeynep’s motion separately. Removal of Yasemin Tekiner As Officer & Director of the Companies 5) Gonca, Billur, and I have run the Companies for years. I began working for the Companies in the late 1980s, when my husband Sami Tekiner was too ill to continue and then left the Companies to me in his will. Billur started in 1992 as the office manager. Gonca has worked for the Companies since the mid-2000s. While we attempted to bring Yasemin into the Companies, she left in or around 2012 to pursue her dream of being a screenwriter in Los Angeles. 6) Years after abandoning her responsibilities to the Companies, Yasemin continued to waste Company funds on housing expenses and expensive renovations. For example, attached -2- 2 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 hereto as Exhibit A is a true and correct copy of a text message from Yasemin Tekiner to me, dated August 2, 2016 (TEKINER00058422), requesting renovations be done on a Bowery apartment owned by the Companies that Yasemin and her fiancée were to temporarily use while they stayed in New York City. 7) Yasemin’s incursions and disruptions in 2019 and 2020 had gotten to a point by late December 2020 where they were damaging to the operation of the Companies. Yasemin’s removal had been under consideration before she ever filed her lawsuit, given her absence from the Companies’ operations, her penchant for placing her own interests over the Companies, and her history of erratic and volatile behavior towards Company employees. As such, it became imperative for the continued welfare of the Companies to remove Yasemin from her positions. 8) Gonca, Zeynep, and I discussed Yasemin’s removal on various occasions in December 2020 and early January 2021. We were all in agreement that Yasemin had to be removed in order for the Companies to continue to function. No one was forced to remove Yasemin, including Zeynep. 9) The Companies followed all steps required under the Company bylaws to remove Yasemin, first, as a director, and, second, as an officer of the Companies. 10) On January 5, 2021, Yasemin was removed as a member of the Board of Directors of Bremen House through a Joint Written Consent of the Shareholders (the “Joint Written Consent”). Christiana Trust, the corporate trustee for Yasemin, Gonca, and Zeynep’s Trusts, signed off on the Joint Written Consent on behalf of their trusts. Christiana Trust did so at the direction of Zeynep Tekiner and Billur Akipek as trust committee members of the Zeynep Tekiner Ozaltin 2011 Descendants Trust. Attached hereto as Exhibit B is a true and correct copy of the Direction Letter to Christiana Trust re The Zeynep Tekiner Ozaltin 2011 Descendants Trust -3- 3 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 (Brem00278773). Zeynep signed the direction letter instructing Christiana Trust to remove Yasemin as a Bremen House director. As such, Zeynep knew that she was removing Yasemin as a director, contrary to what she claimed at her deposition. 11) Yasemin was removed from her roles as Vice President of Bremen House and Treasurer of German News by Unanimous Written Consent of the Boards of Directors on January 8, 2021. (NYSCEF Doc. 29, 30) Zeynep, as a Bremen House director, signed off on Yasemin’s removal as Vice President of Bremen House. (NYSCEF Doc. 29) 12) Neither I, nor Gonca, Zeynep, or Billur, made this decision lightly, however, especially since Yasemin would no longer receive her salary. After I took over control of the Companies in 1994 (as my husband’s will made clear), I have ensured that my daughters benefited from them. Yasemin and Zeynep each have resided for years in Company-owned houses, while Gonca has done the same until recently. The Companies have paid for taxes, insurance, and upkeep on these houses while Yasemin, Gonca, and Zeynep have lived in them. Yasemin has received a salary, pension, and benefits since the Companies were reorganized in 2011, while Zeynep has received one since she returned to New York from Turkey in or around late 2014 or early 2015. Both Yasemin and Zeynep have continued to be paid a salary despite pursuing their artistic endeavors—Yasemin trying to be a screenwriter in California and Zeynep a painter in New York—and not working for the Companies. 13) At no point did I coerce or threaten Zeynep into approving Yasemin’s removal as an officer or director of the Companies. Zeynep came to the Companies’ office in early January 2021 in order to sign the paperwork directing her corporate trustee to remove Yasemin as a director and removing her as an officer. I spoke briefly with Zeynep, who was emotional at the time, but who signed both documents after our discussion. Zeynep did not have to sign the -4- 4 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 paperwork if she felt so strongly about Yasemin’s removal. Zeynep did not threaten to resign in protest over Yasemin’s removal or subsequently express her disapproval of removing Yasemin. 14) While we were aware that Yasemin would no longer receive a salary, we did not remove her from her Company positions in order to deny her the funds to pursue her lawsuit. In fact, the first time this theory was ever raised was in Yasemin’s motion, not in conversations among the Companies’ directors or officers or with counsel. The Extell Sale and Re-Investment of Sales Proceeds 15) In her affidavits and filings by her counsel, Yasemin continues to question the Companies’ fiscally prudent sale of several Upper East Side properties to Extell Development LLC (“Extell”) in Fall 2020. As I explained previously, those properties had become unprofitable due to their advanced age, excessive maintenance costs, and the number of rent-controlled and rent-stabilized tenants. We listed the buildings for sale with Marcus & Millichap, a reputable broker, who aggressively advertised the properties both through targeted contacts and on the open market. 16) However, the properties sat on the market for the better part of a year despite our best efforts to find a suitable buyer. While we received a handful of offers, all were below what we believed was an acceptable sales price. At the same time, after the Covid-19 pandemic struck, widespread economic difficulties led certain of the Companies’ tenants to stop paying rent and we were prevented from evicting them under Covid regulations. This caused gross rental income to plummet by more than one-third. 17) Faced with persistent losses, a depressed real estate market, and no ability to determine when the pandemic would end and how itwould impact the New York real estate market, we made the calculated business decision to accept Extell’s offer to purchase five -5- 5 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 buildings for $60 million. Contrary to Yasemin’s claim, accepting the offer did not go “against the advice of the Company’s real estate lawyer.” (NYSCEF No. 184 ¶14) 18) While Yasemin claims to be “alarmed” that Billur told Delphine Sourian, a family friend, that December 2020 was the worst possible time to sell, Yasemin herself was well-aware of the challenges of the Extell Sale. Yasemin had been on regular calls with Marcus & Millichap, had seen the offers from Extell and others, and was made aware of the issues with the properties. Billur, like me, however, recognized that the properties had to be sold and proceeds re-invested in order to return the Companies to profitability. Yasemin now tries to second guess the decision to sell the properties, but she understood at the time the risk associated with sales and was even involved in the sale process, despite being in California throughout the entire transaction. 19) Billur, along with the rest of the Companies’ staff—including both office workers and maintenance personnel—had to work exceptionally hard throughout 2020 as essential workers during Covid, being in the office and at the properties every day despite the shutdown to which many other companies were subject. Billur and the staff worked full-time to manage the Companies’ properties, including rental applications and turnover, liaising with commercial and residential tenants concerning properties, as well as maintenance and upkeep of the properties. At the same time, they also expended great effort to assist with what would become the Extell Sale. Prior to the sale, Billur and the staff assisted with a number of due diligence requests from our broker, transactional counsel, and accountants, as well from potential buyers themselves like Extell. Once the Companies had signed the contract with Extell, Billur and the staff then had to work to complete all of the Companies’ obligations under the contract, including collecting rent estoppels from current tenants, completing banking documents, and preparing all documentation for Extell to have once it had closed on the transaction. Billur and the staff also had to pack up -6- 6 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 and transition our Companies’ office from one of the buildings that was being sold to a new location. 20) Aside from the regular “bonuses” paid to Yasemin, Gonca, and Zeynep as “rent” for their use of the Company-owned houses, the Companies did not pay any bonuses in 2019, as they had periodically done for staff in prior years. 21) As such, the bonus Billur received in 2020 was well-deserved for her hard work and are not at all unusual or in any way reflect self-dealing. Contrary to Yasemin’s claim, the Companies did not pay Billur or others to win their “support” or “facilitation of the Extell deal.” (Id. ¶16) And bonuses were paid at the usual time, at year-end, which coincided with the Extell closing. 22) Yasemin also claims that is “it is unclear to [her] where a portion of the profits from the Extell sale went.” (Id. ¶17) Either Yasemin has not read the basic transactional documents created as part of the Extell Sale, or her lawyers have not shared them with her. I understand that the closing statements from the Extell closing were produced to her counsel on February 22, 2021. Attached hereto as Exhibit C is a true and correct copy of an excerpt of the Extell Sale Closing Statement, Vol. 1, dated December 21, 2020 (Brem00000467). The documents clearly reflect that roughly $10 million of the $35 million of the profits from the Extell Sale were used to pay off existing mortgages on the Upper East Side properties sold as part of the Sale. The Companies invested the remaining $25 million in five replacement properties, including two CVS locations in Utah and Texas, a Valvoline gas station and Aldi grocery store in Texas, a 7/11 gas station in North Carolina, and a Wawa convenience store in Florida. Attached hereto as Exhibit D is a true and correct copy of a Company-created spreadsheet reflecting the -7- 7 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 five properties acquired through 1031 exchanges in 2021 (Brem00325161). All of this was known by Yasemin at the time and was the purpose of the Extell Sale. 23) Gonca, Billur, and I relied upon Marcus & Millichap in order to strategically select the properties for acquisition. The properties were all triple-net leases, to essential services lessees, across the United States. As such, we worked to diversify our real estate holdings in order to provide stability in spite of the ongoing Covid-19 pandemic and an increasingly hostile regulatory environment in New York City. These properties are very profitable, as the Companies expect to earn more than $1 million net income annually from them, plus the Companies are not responsible for taxes or maintenance on the properties as they had been with the Extell Sale properties. 24) As Yasemin was no longer an officer or director of the Companies, we did not provide her information about the 1031 exchange transaction other than through this litigation. Defendants’ Other Real Estate Transactions in 2021 and 2022 25) Since Yasemin filed her lawsuit in early 2021, the Companies have completed various property transactions, including using the profits from the Extell Sale to pay down debt and purchase five replacement properties, which I describe above. The Companies are also closing on the sale of a small property on 1320 Madison Avenue above a nail salon that had long been marketed, but was unable to be sold due to the nail salon tenant who will be leaving later this year. 26) None of this is improper or surprising given that we are a real estate company. The Companies currently own a portfolio of approximately twenty residential and commercial real estate properties in New York, Texas, Utah, North Carolina, Florida, and California. The Companies directly manage mixed use properties in Manhattan and Texas. The Companies -8- 8 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 continue to own the majority of the real estate holdings they owned when Yasemin’s lawsuit was filed. 27) In addition, the Companies have sold several residential units or houses, which had been planned prior to Yasemin’s lawsuit and part of the Companies’ plans to reduce operating expenses, including maintenance and coop fees, and to increase cash flow. Yasemin was well aware of this plan, as she attended the 2019 meeting where it was discussed and received confirmation from Billur on behalf of the Companies setting out the Companies’ plans. Attached hereto as Exhibit E is a true and correct copy of an email from Billur Akipek to Yasemin Tekiner, entitled “Bremen House financial condition,” dated November 13, 2019 (Brem00247761). In her email, Billur says that, in the June 2019, the Bremen House board of directors, including Yasemin, “unanimously agreed: … (3) to sell the condo apts 140 E 63rd st. 6-D, 40 E 78th St 6-G, 177 E 77th St 11-C …. (4) Selling Scarsdale and Bronxville Properties in the next 1 to 5 years.” These are the same properties that Yasemin lists in her affidavit as if the sales were somehow surprising or improper: a) 81 Tanglewylde Avenue (Gonca’s Bronxville home used 2017-2022) (NYSCEF No. 184 ¶¶22-23); b) 140 East 63rd St. Apt. 6-D (an apartment the Companies had rented out since in or around 2008) (id. ¶25); c) 177 East 77th St. Apt. 11-C (formerly Zeynep’s apartment, which had been rented periodically to other tenants as well) (id.); d) 30 East 78th St. Apt. 6-G (formerly Gonca’s apartment, which had been rented since in or around 2019) (id. ¶26(a)); and e) 15 Brookby Road (my Scarsdale home from 2017-2020) (id. ¶26(d)). -9- 9 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 28) The proceeds from the sale of each of these properties were—or in the case of 81 Tanglewylde Avenue, which is currently on the market, will be—used to pay any off Company debt or expenses and remaining proceeds put back into the Companies’ coffers. 29) I would note that Yasemin never offered for the Companies to sell 10189 Vicenza Way, her Bel Air residence, to lower expenses. 30) In Fall 2020, I sold 15 Brookby Road in Scarsdale and purchased a smaller home in Greenwich, Connecticut (5 Georgetowne North), which was less expensive and had lower property taxes. While 5 Georgetowne North was registered in Bremen House’s name, I funded the purchase from my own pension. 31) After living at 5 Georgetowne North for several months, however, I realized that the house was not suitable and wished to be closer to the Companies’ properties and offices. As such, I purchased 124 East 79th St. Apt. 12C/D in August 2021. Again, I purchased the apartment with my own personal money, which is why the property is titled in my name. 32) Therefore, Yasemin’s claim that I, or anyone at the Companies, am “transferring Company assets into [our] own name by selling Company properties and purchasing properties in her own name with the proceeds” (Id. ¶25), is completely false. Defendants’ Expenses During the Lawsuit 33) Yasemin’s claim that Gonca and I “continue[] to live lavish lifestyles,” including “substantial Company paid home expenses” (id., ¶¶30, 32), is both wrong and conveniently forgets that she herself has benefited from the same “lifestyle” for years (and seeks to continue doing so by this lawsuit). 34) While I acknowledge that the Companies continue to pay for landscaping and maintenance on the personal residences—as has been done for years, including for 10819 Vicenza -10- 10 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 Way, the Company-owned home in Bel Air, California where Yasemin lives—these expenses have been greatly reduced by the transactions I described earlier. 35) Moreover, the Companies do not employ multiple “drivers” or “maids.” As Yasemin well knows, two Company employees, Jose and Maria Salazar, perform such tasks, as well as a number of other duties for the Companies. Jose Salazar works as the Companies’ driver, including driving Gonca, Zeynep, Yasemin, and me as needed. Jose also works as a lobby employee at 254-258 W. 35th Street and serves as a superintendent as needed at other properties owned by the Companies. Before the Companies sold 220 East 86th Street as part of the Extell Sale, Jose was the superintendent of that building as well. Maria Salazar works as a housekeeper for the Companies, including turning over apartments between tenants and cleaning building common areas. Maria primarily cleans my residence and has cared for me after complications from a recent back surgery have left me paralyzed. In the past, Gonca, Zeynep, and Yasemin have all had their personal residences cleaned by Maria and never complained about her role in the Companies. 36) Yasemin also claims that I “went on a yacht vacation” in Turkey in August 2021. (Id. ¶34) While I was in Turkey for vacation last year, I did rent a boat for a week that I paid for with my own money. 37) Finally, Yasemin wrongly claims that I have “personally taken out substantial loans from the Company” and that as of December 31, 2020, I “owed the Company approximately $3 million.” (Id. ¶31) In line with her previous inability to understand basic financial statements (Id. ¶18), Yasemin misinterprets the loan document that my counsel has produced, which reveals that the Companies owed me over $3 million by 2020, not vice versa. (NYSCEF No. 178) -11- 11 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 Yasemin’s Self-Inflicted Financial Struggles 38) Yasemin’s recent “financial struggles” (Id. ¶35) are of her own making. 39) As I discussed in my previous affidavit (NYSCEF No. 22 ¶17), Yasemin has struggled financially and personally since graduating from film school (which I paid for) in the early 2000s. Shortly thereafter, Gonca and I endeavored to involve Yasemin in the Companies’ business. The Companies also provided her with largely honorific director and officer roles to help. When Yasemin decided to move to Los Angeles in 2012, she maintained her titles and continued drawing both a salary and pension, despite abandoning any prior responsibilities to the Companies. 40) Yasemin left her responsibilities with the Companies in order to pursue a career in screenwriting. However, I am unaware of any significant jobs Yasemin has had as a screenwriter. She often expressed upset at her lack of success and, as any mother would do, I tried to make her feel better by telling her that the Companies needed her. Yasemin has also previously expressed that she was content solely to work from home, while her fiancée held down jobs outside the home. Moreover, as recently confirmed by statements by Yasemin’s counsel, Yasemin has had no other sources of income beyond what she has received from the Companies since 2015. (See Archer Ex. C) It is unclear to me whether Yasemin ever has ever had any other income beyond what the Companies have provided to her. 41) Throughout her lawsuit, Yasemin has continued to reside with her fiancée in the Companies’ Bel Air home (10819 Vicenza Way), which is currently estimated to be worth over $4.8 million. Attached hereto as Exhibit F is a true and correct copy of a screen shot reflecting a current Zillow, Inc. estimate of $4,818,600 for 10819 Vicenza Way. -12- 12 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 42) Yasemin does not, and has not, ever actually paid rent to live at 10819 Vicenza Way. Yasemin’s yearly “rent” was formerly paid through an automatic bonus that she received from the Companies. The Companies have not charged her rent since she was removed as a Company officer and director in January 2021. Accordingly, Yasemin has lived rent-free since the Companies purchased the house in 2014. 43) While the Companies no longer pay for maintenance or landscaping costs for 10819 Vicenza Way, they do continue to pay property taxes, home insurance, and water bills. 44) As promised previously, the Companies will allow Yasemin to live in 10819 Vicenza Way throughout her lawsuit. However, in the event Defendants are successful on their counterclaims, we reserve the right to evict Yasemin from 10819 Vicenza Way, sell the property, and put the sale proceeds back into the Companies, as we have done for our own residences. 45) The Companies also continue to pay Yasemin’s health insurance (Empire BlueCross BlueShield), which was renewed most recently in November 2021. 46) While I have paid for Yasemin’s fertility treatments in the past, I did so out of my own generosity and am under no obligation to continue to do so. My Late Husband Sami’s Will and Estate Planning 47) Yasemin makes various claims about my late husband Sami Tekiner’s will and estate planning that are both incorrect and completely irrelevant to her lawsuit. 48) I previously provided my daughters with a copy of Sami’s will and have not attempted to hide his will from Yasemin or anyone else. As Yasemin is aware, the will was probated in the mid-1990s and has long been part of the public record. 49) Contrary to Yasemin’s claims, Sami did not leave the Companies to my daughters. The property was left to a qualified terminable interest property trust or a “QTIP”, for my benefit. -13- 13 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 More than 15 years after Sami died, I in turn voluntarily created the trust structure in place today for the benefit of my daughters. This, however, was not enough for Yasemin. Within a few years of creating her trust, in late 2015 and early 2016, she further bullied and threatened to harm me if I did not put another property, 254 W. 35th Street, which is not owned by the Companies, into a trust. 50) Sami was both incredibly laborious and very frugal. If Sami were stillalive he would be profoundly disappointed in Yasemin’s actions, including her listless lifestyle before this lawsuit, her decision to sue her own family, and how she has conducted herself during it. -14- 14 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 Dated: New York, New York March 24, 2022 Berrin Tekiner Sworn to before me on Marchl-1, 2022 FW Notary Public PETER MERTZ NotaryPublic - State of New York No. 02ME5046271 in New York County Qualified My CornmissionExpiresJuly10, 2023 15 of 16 FILED: NEW YORK COUNTY CLERK 03/24/2022 08:52 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 225 RECEIVED NYSCEF: 03/24/2022 CERTIFICATION Counsel for Defendants hereby certifies that this document complies with the word count limit of Commercial Division Rule 17. This affidavit was prepared using Microsoft Word, and the total number of words in this affidavit, exclusive of the caption, table of contents, table of authorities, and signature block is less than 7,000 words. Dated: March 24, 2022 By: /s/ Judith A. Archer New York, New York Judith A. Archer 16 of 16