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KAHN & GOLDBERG, LLP
ATTORNEYS AT LAW
MICHELE KAHN 555 FIFTH AVENUE TELEPHONE: (212) 687-5066
mk@kahngoldberg.com 14th FLOOR FACSIMILE: (212) 983-8415
NEW YORK, N.Y. 10017 WEBSITE: www.kahngoldberg.com
ERIC GOLDBERG
eg@kahngoldberg.com
June 30, 2022
VIA NYSCEF E-FILING
Hon. Joel M. Cohen, J.S.C.
Supreme Court of the State of New York
Commercial Division
60 Centre Street
Courtroom 208
New York, NY 10007
Re: Tekiner v. Bremen House, et al.; Index No. 657193/2020; Response to
the TRO and Preliminary Aspects of Defendant’s Order to Show Cause Motion for
(1) Temporary Restraining Order, (2) Preliminary Injunction, And (3) Modification
of Existing Preliminary Injunction, Against Plaintiffs, to Allow Defendants
to Conduct Ordinary Business of the Companies (Motion Sequence # 29)
Dear Justice Cohen:
I represent Plaintiff Zeynep Tekiner (“Zeynep”). I submit this letter in opposition
to the Defendants’ request to temporarily restrain order enjoining my client and Plaintiff
Yasemin Tekiner (“Yasemin”) from “preventing the sale of the property located at 81
Tanglewylde Avenue in Bronxville, New York (“Tanglewylde”), including by asserting
that a vote of the Bremen House board is required and/or by seeking to place the proceeds
of the sale into escrow”.
I. PRELIMINARY STATEMENT
Literally the only thing that Defendants had to do was to tell Plaintiffs’ Zeynep
Tekiner and Yasemin Tekiner, who together hold 66% of the beneficial interest in the
Companies, what they intended to use the net sales proceeds of the sale of Tanglewylde
for. Instead, they have manufactured an "emergency" to justify their motion, in an
attempt to get a renewal or reconsideration of this Court's prior rulings regarding TROs
and preliminary injunctions.
6/30/22
Page | 2
Zeynep does not object to the sale per se and agrees that Tanglewylde should be
sold. However, given Berrin and Gonca's looting and wasting of the company assets, and
especially in light of their outright refusal to tell Zeynep and Yasemin what they intend to
use the sales proceeds for, Zeynep and Yasemin offered the alternative to approve the
sale but hold the proceeds in escrow. Defendants were specifically told that if they
disclosed the intended use of proceeds, and provided such was legitimate, the motion to
sell would likely be approved. But Defendants refused to even discuss with the holders of
two-thirds of the beneficial interest in the Companies their intentions with respect to the
use of sale proceeds.
II. Defendants Have Needlessly Created The Current Situation
On or about May 25, 2022, Defendants’ counsel sent an email advising of an
offer on Tanglewylde and attached a unanimous written consent to approve the sale of
Tangleywylde. Counsel disclosed only the price and that the property had been on the
market for a period of time, and asked that Zeynep and Yasemin consent to the sale.
That same day, counsel for Yasemin, on behalf of both Plaintiffs, asked for information
that would enable Plaintiffs, as Directors, to determine whether to vote in favor of
selling the property. The requested items included the listing agreement, whether other
offers had been received, a gain/loss analysis, any information Defendants had on
market conditions, and the intended use of the proceeds of sale. Six days later,
Defendants’ counsel provided some of the information. Notably absent was any
information regarding the intended use of the proceeds, other than Defendants’
representation that the proceeds would “go into Bremen House’s bank account and will
be available for use by Bremen House to operate its business.” Defendants refused to
provide any further information about the use of proceeds.
Almost a month ago, on June 2, 2022, Plaintiffs’ counsel advised that under the
circumstances, Plaintiffs would consent to the sale if the money went into escrow to be
released by vote of the Board. While still outright refusing to even discuss why/if the
Companies needed the money or what it might be spent on, Defendants then noticed a
special meeting of the Board to vote on the sale of Tanglewylde. Because of the severe
illness and subsequent death of Zeynep’s ex-husband, the father of her daughters, the
special meeting was adjourned for a few days.1
At the meeting, attended by Defendants’ counsel without advance notice to
Plaintiffs’ counsels, and with Plaintiffs’ counsel unable to get into the meeting,
Defendants again refused to even discuss the use of proceeds. They moved to approve
the sale, and the vote was two in favor and two against. Yasemin then moved to
1
Defendants’ attempts to explain away their complete insensitivity and lack of humanity fails. They
continue to insist that, on the day she had been told to rush to Turkey with her children to see her ex-
husband before he died, had to pull her daughter out of school, and make emergency plans to fly
immediately to Turkey, Zeynep should have offered to call into a meeting. They also still insist that
Zeynep should have offered to call into a meeting on the day of planning the funeral and the day of the
funeral.
6/30/22
Page | 3
approve the sale provided that the proceeds went into escrow. Defendants’ counsel
advised that the motion was out of order, and refused to consider the motion.
III. An Immediate TRO is Unnecessary; There is No Emergency; Bremen
House Will Not Be Irreparably Harmed; Defendants Cannot Establish
a Likelihood of Success; and the Equities Are in Plaintiffs’ Favor
As set forth above, there is no “emergency”, and there is no need for a
Temporary Restraining Order. Pursuant to this Court’s Orders, Zeynep and Yasemin
are directors and are entitled to information regarding major sales of property and the
need for and use of proceeds of sale. Since Defendants have refused to provide even
basic information about the disposition of the proceeds, it respectfully requested that the
Court issue an Order approving the sale but requiring the net proceeds to be held in
escrow pending vote of the Board or further Order of the Court, and providing that
Berrin and Gonca cannot agree to a reduced sales price or pay anything other than
transfer taxes, brokers’ commission, closing attorneys’ fees, and other usual expenses
out of the gross sales proceeds.
Such an Order would allow the sale to go forward, but would ensure that
Defendants do not take the proceeds for themselves, or squander or waste them, as they
have been doing for years. The only way there could be irreparable harm to Bremen
House if the proceeds are held in escrow is if the Companies are in dire financial straits
and cannot pay their bills without the proceeds. Since Defendants have not made that
claim, or made any other claim showing immediate need for the proceeds, there is no
irreparable harm to Bremen House.
Nor are Defendants likely to prevail on the merits of their motion. Permitting
Defendants to change the longstanding practice of requiring Board meetings to approve
major transactions such as this one, will put Plaintiffs in a worse position than they are
in now, and will violate the spirit, and likely the actual meaning, of this Court’s existing
Orders. Moreover, this is a substantial transaction, and the bylaws do require Board
approval.
To allow Defendants unfettered access to the proceeds without them telling
Plaintiffs (or the Court) what they intend to do with the proceeds will permit them to
continue to use Company funds for their own personal use, or waste Company assets,
and will harm Plaintiffs. There is no need to lose the buyer; the net proceeds can simply
be placed in escrow. The equities are in Plaintiffs’ favor.
6/30/22
Page | 4
IV. Conclusion
It is respectfully requested that the Court deny Defendants’ request for a
TRO or other preliminary relief, or that the Court approve the sale, direct that the net
proceeds go into escrow, and directing that Berrin and Gonca cannot agree to a reduced
sales price or pay anything other than transfer taxes, brokers’ commission, closing
attorneys’ fees, and other usual expenses out of the gross sales proceeds.
Respectfully submitted,
___________________________
By: Michele Kahn, Esq.
KAHN & GOLDBERG, LLP
Attorneys for Plaintiff Zeynep Tekiner
555 Fifth Avenue, 14th Floor
New York, New York 10017
(212) 687-5066
mk@kahngoldberg.com
cc: All Counsel
(via ECF and email)
6/30/22
Page | 5
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 1,286, which is within the limit of 7,000.
Dated: New York, New York
June 30, 2022
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KAHN & GOLDBERG, LLP ATTORNEYS AT LAW MICHELE KAHN 555 FIFTH AVENUE TELEPHONE: (212) 687-5066 mk@kahngoldberg.com 14th FLOOR FACSIMILE: (212) 983-8415 NEW YORK, N.Y. 10017 WEBSITE: www.kahngoldberg.com ERIC GOLDBERG eg@kahngoldberg.com June 30, 2022 VIA NYSCEF E-FILING Hon. Joel M. Cohen, J.S.C. Supreme Court of the State of New York Commercial Division 60 Centre Street Courtroom 208 New York, NY 10007 Re: Tekiner v. Bremen House, et al.; Index No. 657193/2020; Response to the TRO and Preliminary Aspects of Defendant’s Order to Show Cause Motion for (1) Temporary Restraining Order, (2) Preliminary Injunction, And (3) Modification of Existing Preliminary Injunction, Against Plaintiffs, to Allow Defendants to Conduct Ordinary Business of the Companies (Motion Sequence # 29) Dear Justice Cohen: I represent Plaintiff Zeynep Tekiner (“Zeynep”). I submit this letter in opposition to the Defendants’ request to temporarily restrain order enjoining my client and Plaintiff Yasemin Tekiner (“Yasemin”) from “preventing the sale of the property located at 81 Tanglewylde Avenue in Bronxville, New York (“Tanglewylde”), including by asserting that a vote of the Bremen House board is required and/or by seeking to place the proceeds of the sale into escrow”. I. PRELIMINARY STATEMENT Literally the only thing that Defendants had to do was to tell Plaintiffs’ Zeynep Tekiner and Yasemin Tekiner, who together hold 66% of the beneficial interest in the Companies, what they intended to use the net sales proceeds of the sale of Tanglewylde for. Instead, they have manufactured an "emergency" to justify their motion, in an attempt to get a renewal or reconsideration of this Court's prior rulings regarding TROs and preliminary injunctions. 6/30/22 Page | 2 Zeynep does not object to the sale per se and agrees that Tanglewylde should be sold. However, given Berrin and Gonca's looting and wasting of the company assets, and especially in light of their outright refusal to tell Zeynep and Yasemin what they intend to use the sales proceeds for, Zeynep and Yasemin offered the alternative to approve the sale but hold the proceeds in escrow. Defendants were specifically told that if they disclosed the intended use of proceeds, and provided such was legitimate, the motion to sell would likely be approved. But Defendants refused to even discuss with the holders of two-thirds of the beneficial interest in the Companies their intentions with respect to the use of sale proceeds. II. Defendants Have Needlessly Created The Current Situation On or about May 25, 2022, Defendants’ counsel sent an email advising of an offer on Tanglewylde and attached a unanimous written consent to approve the sale of Tangleywylde. Counsel disclosed only the price and that the property had been on the market for a period of time, and asked that Zeynep and Yasemin consent to the sale. That same day, counsel for Yasemin, on behalf of both Plaintiffs, asked for information that would enable Plaintiffs, as Directors, to determine whether to vote in favor of selling the property. The requested items included the listing agreement, whether other offers had been received, a gain/loss analysis, any information Defendants had on market conditions, and the intended use of the proceeds of sale. Six days later, Defendants’ counsel provided some of the information. Notably absent was any information regarding the intended use of the proceeds, other than Defendants’ representation that the proceeds would “go into Bremen House’s bank account and will be available for use by Bremen House to operate its business.” Defendants refused to provide any further information about the use of proceeds. Almost a month ago, on June 2, 2022, Plaintiffs’ counsel advised that under the circumstances, Plaintiffs would consent to the sale if the money went into escrow to be released by vote of the Board. While still outright refusing to even discuss why/if the Companies needed the money or what it might be spent on, Defendants then noticed a special meeting of the Board to vote on the sale of Tanglewylde. Because of the severe illness and subsequent death of Zeynep’s ex-husband, the father of her daughters, the special meeting was adjourned for a few days.1 At the meeting, attended by Defendants’ counsel without advance notice to Plaintiffs’ counsels, and with Plaintiffs’ counsel unable to get into the meeting, Defendants again refused to even discuss the use of proceeds. They moved to approve the sale, and the vote was two in favor and two against. Yasemin then moved to 1 Defendants’ attempts to explain away their complete insensitivity and lack of humanity fails. They continue to insist that, on the day she had been told to rush to Turkey with her children to see her ex- husband before he died, had to pull her daughter out of school, and make emergency plans to fly immediately to Turkey, Zeynep should have offered to call into a meeting. They also still insist that Zeynep should have offered to call into a meeting on the day of planning the funeral and the day of the funeral. 6/30/22 Page | 3 approve the sale provided that the proceeds went into escrow. Defendants’ counsel advised that the motion was out of order, and refused to consider the motion. III. An Immediate TRO is Unnecessary; There is No Emergency; Bremen House Will Not Be Irreparably Harmed; Defendants Cannot Establish a Likelihood of Success; and the Equities Are in Plaintiffs’ Favor As set forth above, there is no “emergency”, and there is no need for a Temporary Restraining Order. Pursuant to this Court’s Orders, Zeynep and Yasemin are directors and are entitled to information regarding major sales of property and the need for and use of proceeds of sale. Since Defendants have refused to provide even basic information about the disposition of the proceeds, it respectfully requested that the Court issue an Order approving the sale but requiring the net proceeds to be held in escrow pending vote of the Board or further Order of the Court, and providing that Berrin and Gonca cannot agree to a reduced sales price or pay anything other than transfer taxes, brokers’ commission, closing attorneys’ fees, and other usual expenses out of the gross sales proceeds. Such an Order would allow the sale to go forward, but would ensure that Defendants do not take the proceeds for themselves, or squander or waste them, as they have been doing for years. The only way there could be irreparable harm to Bremen House if the proceeds are held in escrow is if the Companies are in dire financial straits and cannot pay their bills without the proceeds. Since Defendants have not made that claim, or made any other claim showing immediate need for the proceeds, there is no irreparable harm to Bremen House. Nor are Defendants likely to prevail on the merits of their motion. Permitting Defendants to change the longstanding practice of requiring Board meetings to approve major transactions such as this one, will put Plaintiffs in a worse position than they are in now, and will violate the spirit, and likely the actual meaning, of this Court’s existing Orders. Moreover, this is a substantial transaction, and the bylaws do require Board approval. To allow Defendants unfettered access to the proceeds without them telling Plaintiffs (or the Court) what they intend to do with the proceeds will permit them to continue to use Company funds for their own personal use, or waste Company assets, and will harm Plaintiffs. There is no need to lose the buyer; the net proceeds can simply be placed in escrow. The equities are in Plaintiffs’ favor. 6/30/22 Page | 4 IV. Conclusion It is respectfully requested that the Court deny Defendants’ request for a TRO or other preliminary relief, or that the Court approve the sale, direct that the net proceeds go into escrow, and directing that Berrin and Gonca cannot agree to a reduced sales price or pay anything other than transfer taxes, brokers’ commission, closing attorneys’ fees, and other usual expenses out of the gross sales proceeds. Respectfully submitted, ___________________________ By: Michele Kahn, Esq. KAHN & GOLDBERG, LLP Attorneys for Plaintiff Zeynep Tekiner 555 Fifth Avenue, 14th Floor New York, New York 10017 (212) 687-5066 mk@kahngoldberg.com cc: All Counsel (via ECF and email) 6/30/22 Page | 5 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 1,286, which is within the limit of 7,000. Dated: New York, New York June 30, 2022