Preview
FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022
Exhibit D
FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022
From: Sanjay Ibrahim
Sent: Thursday, June 2, 2022 11:57 AM
To: Topping, Sean; Scott Parker; Michele Kahn; Younger, Stephen P.
Cc: Archer, Judith A.; Corder, Victoria
Subject: RE: Tekiner - Consent to Sale of 81 Tanglewylde
Sean, thank you forwarding along the materials that you did. We have consulted with our client regarding your
response below. In sum, Jasmin and Zeynep will consent to the sale of 81 Tanglewylde for the all‐cash offer of $3.675
million – upon the express condition that the proceeds from the sale will be held by the Company in escrow, and no one
shall access those funds without first obtaining full Board approval.
Further, with respect to the written consent form that you provided for execution, in addition to inserting language
regarding holding the sale proceeds in escrow, kindly add another paragraph indicating that: (1) neither Berrin nor
Gonca have the right to unilaterally accept a revised or alternative offer that is lower than $3.675 million without first
obtaining express written consent of Jasmin and Zeynep; (2) in the event that Berrin or Gonca accept any other
concessions in connection with the sale of 81 Tanglewylde without first obtaining express written consent of Jasmin and
Zeynep, Berrin and Gonca shall not be indemnified by the Company as to such concessions.
Finally, we note that our client is not happy with the sale price for the property, given that it is being sold at a loss. Nor
have you provided any information about the amount of money spent on any capital improvements or renovations
(information, that, presumably, would have been included in the 2020 financial statements that you have not
provided). I also want to point out your comment indicating “that I need not remind you that the sale of … Tanglewylde
… was consented to by all Bremen House board members (including your client) back in 2019…. [and that] Your client’s
(and Zeynep’s) historic abandonment of their fiduciary responsibilities owed to Bremen House does not excuse any
delay in their consents now” is an absolute disingenuous statement. May I remind you that, since that 2019 consent,
your clients waited three years to put the property on the market – what was the reason for that delay? Nor did you
market the property for the past two years, while the market was incredibly active, with multiple buyers bidding over
asking prices on the limited supply of homes that was available. As for your “historic abandonment” statement – may I
remind you that your clients wrongfully terminated Jasmin from the board in 2020 (see Judge Cohen’s April 18th Order
for further details).
Regards,
Jay
Sanjay Ibrahim
NJ Office: 270 Davidson Avenue, Somerset, NJ 08873
NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001
Direct: +1 908.333.6210 | Main: +1 212.596.7037
www.piblaw.com
1
FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022
Confidentiality:
This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized
review, use, disclosure or distribution is strictly prohibited. If you are not the intended recipient, contact the sender via reply email and destroy all
copies of the original message.
From: Topping, Sean
Sent: Tuesday, May 31, 2022 4:39 PM
To: Sanjay Ibrahim ; Scott Parker ; Michele Kahn
; Younger, Stephen P.
Cc: Archer, Judith A. ; Corder, Victoria
Subject: [EXTERNAL] RE: Tekiner ‐ Consent to Sale of 81 Tanglewylde
Jay,
We have conferred with our clients concerning your request below. Please find attached listing materials related to this
property, including a campaign brochure with comps, the listing agreement, and the applicable offer. As we understand
from our clients, 81 Tanglewylde was put on the market by Nermin Epperson, a licensed associate real estate broker,
with Sotheby’s International Realty for $4,200,000. Our clients received a single offer originally for
$3,200,000. Subsequent negotiations resulted in a sale price is $3,675,000 to that buyer. As they have made clear in a
number of court filings at this point, the proceeds from the sale of 81 Tanglewylde will go into the Bremen House coffers
for the continued operation of the business. Finally, information needed for a “gain/loss analysis” of this sale, such as
purchase price, mortgage costs, carrying costs and maintenance costs, etc. have all been provided to your client
repeatedly in the pending litigation—in some cases over a year ago. As we made clear with your predecessor, it is not
our responsibility to comply with your discovery obligations for you. We will note, however, that among other things, 81
Tanglewylde will continue to incur nearly $100,000 annually in taxes sitting idle while Bremen House attempts to sell the
property.
Your other requests, including a market condition analysis for the sale of a residential property at three month
increments for the next year, are not reasonable. To the extent that your client and/or Zeynep Tekiner refuse to
consent to the sale of 81 Tanglewylde, our clients demand an explanation in writing setting forth the basis for doing so,
as well as any alternative proposals they may have for marketing and sale of the property. I need not remind you that
the sale of 81 Tanglewylde was planned for and originally consented to by all Bremen House board members (including
your client) back in 2019. See, e.g., Brem00039173. Your client’s (and Zeynep’s) historic abandonment of their fiduciary
responsibilities owed to Bremen House does not excuse any delay in their consents now.
Our clients disagree with your position regarding the need for a special meeting, as well as the role of counsel, in this
matter. We direct you to our recent letters concerning these topics. Communications through counsel are entirely
appropriate and expected given the pending litigation. Your claim that your client and Zeynep are somehow acting in
any way “without the need for lawyers” (despite letters from them clearly drafted by counsel and coordinated as part of
their litigation strategy) is untenable.
Sean
Sean Topping | Senior Associate
Norton Rose Fulbright US LLP
1301 Avenue of the Americas, New York, New York 10019-6022, United States
Tel +1 212 318 3361 | Fax +1 212 318 3400
sean.topping@nortonrosefulbright.com
NORTON ROSE FULBRIGHT
Law around the world
nortonrosefulbright.com
2
FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022
From: Sanjay Ibrahim
Sent: Wednesday, May 25, 2022 8:41 PM
To: Topping, Sean ; Scott Parker ;
Michele Kahn ; Younger, Stephen P.
Cc: Archer, Judith A. ; Corder, Victoria
Subject: RE: Tekiner - Consent to Sale of 81 Tanglewylde
Sean, I’m adding Steve to this email string.
With regard to your request, you only provided a contemplated sale price. In order for both Jasmin and Zeynep to be in
a position to make an informed decision in discharging their duties, I think it’s imperative that they have a base level of
information such as the following:
A copy of the listing agreement including commission terms, a copy of the listing itself and the pictures of the
property in the listing, the experience of the broker and the market analysis conducted including all comps.
You indicated the property has been on the market since February 1, 2022—were any other offers
received? How many potential purchasers toured the property and what was the feedback provided regarding
the property? What type of marketing was conducted on the property? Were there any price drops since the
listing was undertaken?
Gain/loss analysis—this should at a minimum include the purchase price, mortgage costs, carrying costs and
maintenance costs, any capital improvements/renovations, liens, etc.
Market conditions—What are the market conditions requiring a sale now? Have any opinions been provided on
market conditions in the next 3,6,9,12 months? What is the purpose of a sale at this snapshot in time?
Use of Sale Proceeds—what is the intended use of proceeds from the sale?
These are the type of things the directors would need to know to understand whether to sell a property within the
Company’s portfolio. This, however, raises another question. This is a decision that would seem to invite all the
directors to simply call a meeting (without the need for lawyers) and have a discussion regarding this property. To this
end, Jasmin and Zeynep (and not their lawyers) sent a letter calling for a board meeting to get up to speed and which
would have been a perfect opportunity to discuss this property. This letter has unfortunately gone unanswered by
Directors Berrin Tekiner and Goncha Chelsea. There should be no reason that any of the lawyers handling the litigation
be involved in a decision strictly dealing with a simple business issue. While we are hopeful that the directors can simply
meet and have an appropriate board meeting, the information listed above is absolutely necessary.
We look forward to your response.
Regards,
Jay
Sanjay Ibrahim
NJ Office: 270 Davidson Avenue, Somerset, NJ 08873
NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001
Direct: +1 908.333.6210 | Main: +1 212.596.7037
www.piblaw.com
3
FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022
Confidentiality:
This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review,
use, disclosure or distribution is strictly prohibited. If you are not the intended recipient, contact the sender via reply email and destroy all copies of
the original message.
From: Topping, Sean
Sent: Wednesday, May 25, 2022 6:03 PM
To: Scott Parker ; Sanjay Ibrahim ; Michele Kahn
Cc: Archer, Judith A. ; Corder, Victoria
Subject: [EXTERNAL] Tekiner - Consent to Sale of 81 Tanglewylde
Counsel,
Bremen House has received a $3.675 million offer to purchase Gonca’s house in Bronxville (81 Tanglewylde),
which has been listed with Sotheby’s since February 1, 2022. The offer is an all-cash offer and the purchasers
want to close as soon as practicable. As Gonca is no longer living in the house, there is no impediment to
closing. Bremen House directors, Berrin Tekiner and Gonca Chelsea, have consented to the sale. As the
remaining directors, Bremen House has directed me to ask you to provide your written consent to the sale as
soon as possible so that we can finalize the transaction. Please execute the attached and send signed copies back
to me.
Best,
Sean Topping | Senior Associate
Norton Rose Fulbright US LLP
1301 Avenue of the Americas, New York, New York 10019-6022, United States
Tel +1 212 318 3361 | Fax +1 212 318 3400
sean.topping@nortonrosefulbright.com
NORTON ROSE FULBRIGHT
Law around the world
nortonrosefulbright.com
CONFIDENTIALITY NOTICE: This email, including any attachments, is confidential and may be privileged. If you are not
the intended recipient please notify the sender immediately, and please delete it; you should not copy it or use it for any
purpose or disclose its contents to any other person. Norton Rose Fulbright entities reserve the right to monitor all email
communications through their networks.
Norton Rose Fulbright Australia, Norton Rose Fulbright LLP, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright
South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton
Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but
does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at
nortonrosefulbright.com.
4
Preview
FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022 Exhibit D FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022 From: Sanjay Ibrahim Sent: Thursday, June 2, 2022 11:57 AM To: Topping, Sean; Scott Parker; Michele Kahn; Younger, Stephen P. Cc: Archer, Judith A.; Corder, Victoria Subject: RE: Tekiner - Consent to Sale of 81 Tanglewylde Sean, thank you forwarding along the materials that you did. We have consulted with our client regarding your response below. In sum, Jasmin and Zeynep will consent to the sale of 81 Tanglewylde for the all‐cash offer of $3.675 million – upon the express condition that the proceeds from the sale will be held by the Company in escrow, and no one shall access those funds without first obtaining full Board approval. Further, with respect to the written consent form that you provided for execution, in addition to inserting language regarding holding the sale proceeds in escrow, kindly add another paragraph indicating that: (1) neither Berrin nor Gonca have the right to unilaterally accept a revised or alternative offer that is lower than $3.675 million without first obtaining express written consent of Jasmin and Zeynep; (2) in the event that Berrin or Gonca accept any other concessions in connection with the sale of 81 Tanglewylde without first obtaining express written consent of Jasmin and Zeynep, Berrin and Gonca shall not be indemnified by the Company as to such concessions. Finally, we note that our client is not happy with the sale price for the property, given that it is being sold at a loss. Nor have you provided any information about the amount of money spent on any capital improvements or renovations (information, that, presumably, would have been included in the 2020 financial statements that you have not provided). I also want to point out your comment indicating “that I need not remind you that the sale of … Tanglewylde … was consented to by all Bremen House board members (including your client) back in 2019…. [and that] Your client’s (and Zeynep’s) historic abandonment of their fiduciary responsibilities owed to Bremen House does not excuse any delay in their consents now” is an absolute disingenuous statement. May I remind you that, since that 2019 consent, your clients waited three years to put the property on the market – what was the reason for that delay? Nor did you market the property for the past two years, while the market was incredibly active, with multiple buyers bidding over asking prices on the limited supply of homes that was available. As for your “historic abandonment” statement – may I remind you that your clients wrongfully terminated Jasmin from the board in 2020 (see Judge Cohen’s April 18th Order for further details). Regards, Jay Sanjay Ibrahim NJ Office: 270 Davidson Avenue, Somerset, NJ 08873 NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001 Direct: +1 908.333.6210 | Main: +1 212.596.7037 www.piblaw.com 1 FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022 Confidentiality: This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is strictly prohibited. If you are not the intended recipient, contact the sender via reply email and destroy all copies of the original message. From: Topping, Sean Sent: Tuesday, May 31, 2022 4:39 PM To: Sanjay Ibrahim ; Scott Parker ; Michele Kahn ; Younger, Stephen P. Cc: Archer, Judith A. ; Corder, Victoria Subject: [EXTERNAL] RE: Tekiner ‐ Consent to Sale of 81 Tanglewylde Jay, We have conferred with our clients concerning your request below. Please find attached listing materials related to this property, including a campaign brochure with comps, the listing agreement, and the applicable offer. As we understand from our clients, 81 Tanglewylde was put on the market by Nermin Epperson, a licensed associate real estate broker, with Sotheby’s International Realty for $4,200,000. Our clients received a single offer originally for $3,200,000. Subsequent negotiations resulted in a sale price is $3,675,000 to that buyer. As they have made clear in a number of court filings at this point, the proceeds from the sale of 81 Tanglewylde will go into the Bremen House coffers for the continued operation of the business. Finally, information needed for a “gain/loss analysis” of this sale, such as purchase price, mortgage costs, carrying costs and maintenance costs, etc. have all been provided to your client repeatedly in the pending litigation—in some cases over a year ago. As we made clear with your predecessor, it is not our responsibility to comply with your discovery obligations for you. We will note, however, that among other things, 81 Tanglewylde will continue to incur nearly $100,000 annually in taxes sitting idle while Bremen House attempts to sell the property. Your other requests, including a market condition analysis for the sale of a residential property at three month increments for the next year, are not reasonable. To the extent that your client and/or Zeynep Tekiner refuse to consent to the sale of 81 Tanglewylde, our clients demand an explanation in writing setting forth the basis for doing so, as well as any alternative proposals they may have for marketing and sale of the property. I need not remind you that the sale of 81 Tanglewylde was planned for and originally consented to by all Bremen House board members (including your client) back in 2019. See, e.g., Brem00039173. Your client’s (and Zeynep’s) historic abandonment of their fiduciary responsibilities owed to Bremen House does not excuse any delay in their consents now. Our clients disagree with your position regarding the need for a special meeting, as well as the role of counsel, in this matter. We direct you to our recent letters concerning these topics. Communications through counsel are entirely appropriate and expected given the pending litigation. Your claim that your client and Zeynep are somehow acting in any way “without the need for lawyers” (despite letters from them clearly drafted by counsel and coordinated as part of their litigation strategy) is untenable. Sean Sean Topping | Senior Associate Norton Rose Fulbright US LLP 1301 Avenue of the Americas, New York, New York 10019-6022, United States Tel +1 212 318 3361 | Fax +1 212 318 3400 sean.topping@nortonrosefulbright.com NORTON ROSE FULBRIGHT Law around the world nortonrosefulbright.com 2 FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022 From: Sanjay Ibrahim Sent: Wednesday, May 25, 2022 8:41 PM To: Topping, Sean ; Scott Parker ; Michele Kahn ; Younger, Stephen P. Cc: Archer, Judith A. ; Corder, Victoria Subject: RE: Tekiner - Consent to Sale of 81 Tanglewylde Sean, I’m adding Steve to this email string. With regard to your request, you only provided a contemplated sale price. In order for both Jasmin and Zeynep to be in a position to make an informed decision in discharging their duties, I think it’s imperative that they have a base level of information such as the following: A copy of the listing agreement including commission terms, a copy of the listing itself and the pictures of the property in the listing, the experience of the broker and the market analysis conducted including all comps. You indicated the property has been on the market since February 1, 2022—were any other offers received? How many potential purchasers toured the property and what was the feedback provided regarding the property? What type of marketing was conducted on the property? Were there any price drops since the listing was undertaken? Gain/loss analysis—this should at a minimum include the purchase price, mortgage costs, carrying costs and maintenance costs, any capital improvements/renovations, liens, etc. Market conditions—What are the market conditions requiring a sale now? Have any opinions been provided on market conditions in the next 3,6,9,12 months? What is the purpose of a sale at this snapshot in time? Use of Sale Proceeds—what is the intended use of proceeds from the sale? These are the type of things the directors would need to know to understand whether to sell a property within the Company’s portfolio. This, however, raises another question. This is a decision that would seem to invite all the directors to simply call a meeting (without the need for lawyers) and have a discussion regarding this property. To this end, Jasmin and Zeynep (and not their lawyers) sent a letter calling for a board meeting to get up to speed and which would have been a perfect opportunity to discuss this property. This letter has unfortunately gone unanswered by Directors Berrin Tekiner and Goncha Chelsea. There should be no reason that any of the lawyers handling the litigation be involved in a decision strictly dealing with a simple business issue. While we are hopeful that the directors can simply meet and have an appropriate board meeting, the information listed above is absolutely necessary. We look forward to your response. Regards, Jay Sanjay Ibrahim NJ Office: 270 Davidson Avenue, Somerset, NJ 08873 NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001 Direct: +1 908.333.6210 | Main: +1 212.596.7037 www.piblaw.com 3 FILED: NEW YORK COUNTY CLERK 06/29/2022 04:59 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 585 RECEIVED NYSCEF: 06/29/2022 Confidentiality: This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is strictly prohibited. If you are not the intended recipient, contact the sender via reply email and destroy all copies of the original message. From: Topping, Sean Sent: Wednesday, May 25, 2022 6:03 PM To: Scott Parker ; Sanjay Ibrahim ; Michele Kahn Cc: Archer, Judith A. ; Corder, Victoria Subject: [EXTERNAL] Tekiner - Consent to Sale of 81 Tanglewylde Counsel, Bremen House has received a $3.675 million offer to purchase Gonca’s house in Bronxville (81 Tanglewylde), which has been listed with Sotheby’s since February 1, 2022. The offer is an all-cash offer and the purchasers want to close as soon as practicable. As Gonca is no longer living in the house, there is no impediment to closing. Bremen House directors, Berrin Tekiner and Gonca Chelsea, have consented to the sale. As the remaining directors, Bremen House has directed me to ask you to provide your written consent to the sale as soon as possible so that we can finalize the transaction. Please execute the attached and send signed copies back to me. Best, Sean Topping | Senior Associate Norton Rose Fulbright US LLP 1301 Avenue of the Americas, New York, New York 10019-6022, United States Tel +1 212 318 3361 | Fax +1 212 318 3400 sean.topping@nortonrosefulbright.com NORTON ROSE FULBRIGHT Law around the world nortonrosefulbright.com CONFIDENTIALITY NOTICE: This email, including any attachments, is confidential and may be privileged. If you are not the intended recipient please notify the sender immediately, and please delete it; you should not copy it or use it for any purpose or disclose its contents to any other person. Norton Rose Fulbright entities reserve the right to monitor all email communications through their networks. Norton Rose Fulbright Australia, Norton Rose Fulbright LLP, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. 4