Motion for Contempt in Yasemin Tekiner in her individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants Trust and derivatively as a holder of equitable interests in a shareholder or a member of the Company Defendants v. Bremen House Inc., German News Company, Inc., Berrin Tekiner, Gonca Tekiner, Billur Akipek in her capacity as a Trustee of the Yasemin Tekiner 2011 Descendants Trust, Zeynep Tekiner (Intervenor Plaintiff)| Trellis.Law

On December 21, 2020 a Motion-Secondary was filed involving a dispute between Yasemin Tekiner, Yasemin Tekiner In Her Individual Capacity, As A Beneficiary And A Trustee Of The Yasemin Tekiner 2011 Descendants Trust And Derivatively As A Holder Of Equitable Interests In A Shareholder Or A Member Of The Company Defendants, and 254-258 W. 35Th St. Llc, Berrin Tekiner, Billur Akipek In Her Capacity As A Trustee Of The Yasemin Tekiner 2011 Descendants Trust, Bremen House Inc., Bremen House Texas, Inc., German News Company, Inc., German News Texas, Inc., Gonca Tekiner, Zeynep Tekiner, for Commercial Division in the District Court of New York County.

Preview
FILED: NEW YORK COUNTY CLERK 07/20/2022 02:31 PM INDEX NO. 657193/2020
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

YASEMIN TEKINER, Index No. 657193/2020

in her individual capacity, as a beneficiary and a
Trustee of The Yasemin Tekiner 2011 Commercial Division Part 3
Descendants Trust and derivatively as a holder
of equitable interests in a shareholder or a Hon. Joel M. Cohen
member of the Company Defendants
Mot. Seq. No. 21
Plaintiff,

-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.

ZEYNEP TEKINER,

in her individual capacity, as a beneficiary and a
Trustee of The Zeynep Tekiner 2011 Descendants
Trust and derivatively as a holder of equitable
interests in a shareholder or a member of the
Company Defendants

Intervenor-Plaintiff,

-against-

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MEMORANDUM OF LAW IN OPPOSITION TO PLAINTIFF YASEMIN TEKINER’S
MOTION TO HOLD DEFENDANTS IN CIVIL CONTEMPT FOR FAILING TO
COMPLY WITH THIS COURT’S APRIL 18, 2022 ORDER

PRYOR CASHMAN LLP
Todd E. Soloway
Meghan E. Hill
7 Times Square
New York, NY 10036
(212) 421-4100
Attorneys for Defendants

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TABLE OF CONTENTS
TABLE OF AUTHORITIES ..................................................................................................... ii
PRELIMINARY STATEMENT ................................................................................................ 1
FACTS ........................................................................................................................................ 3
I. YASEMIN IS REINSTATED AS DIRECTOR OF BREMEN HOUSE
AND PROCEEDS TO MAKE SWEEPING DEMANDS OF
DEFENDANTS ........................................................................................................... 3
A. History of Yasemin’s Involvement with Bremen House.................................... 3
B. After Her Reinstatement, Yasemin Makes Pretextual
Demands Upon the Company ............................................................................. 4
II. NEVERTHELESS, DEFENDANTS AGREE TO PLAINTIFFS’
DEMANDS .................................................................................................................. 7
A. Defendants Agree to Permit Plaintiffs to Inspect Bremen
House’s Books and Records and to Hold a Special Meeting ............................. 7

B. In Response to Defendants’ Good Faith Efforts to Comply,
Plaintiffs Introduce New and Additional Demands Not
Included in the Contempt Motion ....................................................................... 8

ARGUMENT ............................................................................................................................ 10
I. PLAINTIFF DOES NOT MEET THE STANDARD TO
DEMONSTRATE CIVIL CONTEMPT UNDER NEW YORK LAW .................... 10
A. Legal Standard .................................................................................................. 10
B. The April 18 Order Contains No ‘Unequivocal Mandate’ to
Comply with Yasmine’s Demands in the May 19 Letter ................................. 11
C. In Any Event, Defendants Complied with the April 18 Order,
Rendering This Motion Moot ........................................................................... 12
D. Defendants Have Not Prejudiced Any of Plaintiffs’ Rights ............................. 12
II. DEFENDANTS SHOULD NOT BE FINED OR BE REQUIRED TO
PAY ATTORNEYS FEES AND COSTS TO PLAINTIFF ...................................... 14
A. The Court Should Not Grant Plaintiff’s Request that it Impose A
Deadline and Charge Fines on Defendants ....................................................... 15

B. Plaintiff Is Not Entitled to Fees And Costs In Connection With This
Motion ............................................................................................................... 15
CONCLUSION ......................................................................................................................... 16

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TABLE OF AUTHORITIES

PAGE(S)

CASES

199 E. 7th St., LLC v. ABC Realty Corp.,
No. 600558/2010, 2012 N.Y. Slip. Op. 32914[U], [Sup. Ct. N.Y. Cnty. 2012]......................12

Application of Heller,
222 N.Y.S.2d 428 (Sup. Ct. Kings Cnty. 1961).......................................................................13

Aumell v. King,
18 A.D.3d 905 (3d Dep’t 2005) ...............................................................................................11

Bennet v. Liberty Lines Transit, Inc.,
106 A.D.3d 1038 (2d Dep’t 2013) ...........................................................................................11

Matter of Cutri,
195 A.D.3d 441 (1st Dep’t 2021) ............................................................................................12

El-Dehdan v. El-Dehdan,
26 N.Y.3d 19 (2015) ................................................................................................................11

Karg v. Kern,
125 A.D.3d 527 (1st Dep’t 2015) ............................................................................................13

Madigan v. Berkeley Cap., LLC,
205 A.D.3d 900 (2d Dep’t 2022) .......................................................................................13, 14

In re Manus,
139 A.D.3d 600 (1st Dep’t 2016) ............................................................................................11

McCain v. Dinkins,
84 N.Y.2d 216 (1994) ..............................................................................................................10

Moore v. Davidson,
57 A.D.3d 862 (2d Dep’t 2008) ...............................................................................................15

Mundell v. N.Y. State Dept. of Transp.,
185 A.D.3d 1470 (4th Dept 2020) ...........................................................................................15

Pereira v. Pereira,
35 N.Y.2d 301 (1974) ..............................................................................................................10

Pinto v. Pinto,
120 A.D.2d 337 (1st Dep’t 1986) ............................................................................................10

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Triborough Bridge & Tunnel Auth. Superior Officers Benevolent Ass'n v.
Triborough Bridge & Tunnel Auth.,
166 N.Y.S.3d 524 (1st Dep’t 2022) .........................................................................................12

Winter v. Winter,
167 A.D.3d 822 (2d Dep’t 2018) .............................................................................................15

Statutes

Judiciary Law § 753 .................................................................................................................10, 14

iii

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Defendants Bremen House Inc. (“Bremen House”), Bremen House Texas, Inc., German

News Company, Inc. (“German News”), German News Texas, Inc., 254-258 W. 35th St. LLC,

(collectively, the “Entity Defendants”) and Berrin Tekiner, Gonca Tekiner, and Billur Akipek (the

“Individual Defendants,” and, together with the Entity Defendants, the “Defendants”) respectfully

submit this Memorandum of Law in Opposition to the Motion to Hold Defendants in Civil

Contempt for Failing to Comply with this Court’s April 18, 2022 Order (the “Motion”) submitted

by Plaintiff Yasemin Tekiner (“Yasemin” or “Plaintiff”).

PRELIMINARY STATEMENT

The instant motion is a cynical attempt by Plaintiff to parlay her reinstatement as a Director

into using this Court as the veritable “hall monitor” for all interactions between the parties. To be

clear: Defendants are in full compliance with the Order of this Court; as Ordered, Plaintiff has

been reinstated as a Director. The motion should be denied.

As the Court is obviously aware, this litigation involves a bitter family business dispute

surrounding a number of real estate holdings. In January 2021, the Board of Directors of defendant

Bremen House removed Yasemin Tekiner as a director and officer of the Entity Defendants, on

the grounds of her perceived disruption of business activities. After motion practice on April 18,

2022, the Court ordered Defendants to reinstate Yasemin to her positions as director and officer of

the Entity Defendants.

Defendants immediately complied with the Court’s April 18 Order. They reinstated

Yasemin to her prior roles and resumed paying her as an employee of the company, effective as of

the date of the order.

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Yet within weeks of her reinstatement, Yasemin – sometimes joined by her sister and co-

Plaintiff Zeynep – began to bombard their mother, sister and a longtime employee of the business

with written demands, which they purported to make in their roles as directors and officers of the

Entity Defendants.

In a letter dated May 19, 2022, Yasemin and Zeynep demanded access to the company’s

books and records, setting forth nine categories of documents to be made available for their review.

In that same letter, Plaintiffs demanded that the Board of Directors of Bremen House call a Special

Meeting, in order to discuss designated topics, which were so overly broad as to encompass every

action taken by the business in the past 18 months. This was a set up. Plaintiffs asked for the

kitchen sink so they could run to this Court claiming that the failure to provide truckloads of

information to a Director (who had been reinstated) constitutes contempt.

In fact, upon review, it was clear that Plaintiffs had already demanded much of the

information in discovery in this litigation, and Defendants had previously agreed to produce it. In

fact, Defendants had produced tens of thousands of documents to date. Plaintiffs’ onerous

demands thus appeared to be pretextual and Defendants were so notified.

In response, Plaintiffs made this motion, claiming Defendants’ failure to immediately

comply with demands Yasemin made after her reinstatement as director to be a violation of the

April 18 Order. To hold a party in contempt, the Court must find that the party disobeyed an

“unequivocal mandate” and that its disobedience prejudiced the other party. None of that occurred

here.

Not only are Defendants not in violation of the April 18 Order, but also, upon this firm’s

substitution in as counsel for Defendants on July 11, 2022, Defendants have agreed to provide

Plaintiff with access to the books and records of the companies. Similarly, Defendants agreed to

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hold a Special Meeting called for by Plaintiffs subject to Plaintiffs providing reasonable written

questions sufficiently in advance of such a meeting – thus mooting this motion.

Still Plaintiffs continue to use this improper motion as a cudgel and have refused to

withdraw it.

Despite Defendants’ concessions and agreement to otherwise cooperate with them,

Plaintiffs responded by conditioning an adjournment of this motion on Defendants’ compliance

with a series of ever more onerous demands, made not just of Defendants but of their former

employees, accountants, and brokers. It appears that no good deed goes unpunished.

Plaintiffs’ baseless motion for contempt should be denied in its entirety.

FACTS

I. YASEMIN IS REINSTATED AS DIRECTOR OF BREMEN HOUSE
AND PROCEEDS TO MAKE SWEEPING DEMANDS OF DEFENDANTS

A. History of Yasemin’s Involvement with Bremen House

As this Court is well aware, the Tekiner family operates a privately held real estate business,

which owns a portfolio of residential and commercial real estate properties. Defendant Bremen

House is managed by its Chairperson Berrin Tekiner (Plaintiff’s mother), its President Gonca

Tekiner (Plaintiff’s sister) and its Board of Directors, which historically included Berrin, Gonca,

Yasemin, and their third sister Zeynep.

Before January 2021, Yasemin was a director of Bremen House and the treasurer of

defendant German News Company, Inc. On January 5, 2021, the shareholders of Bremen House

removed Plaintiff as a Director. (Verified Compl. ¶ 87, Dkt. No. 86) On January 8, 2021, the

Bremen House Board of Directors voted to remove Yasemin as vice president, and German News

terminated Yasemin as its treasurer. (Id. ¶¶ 88–89). On January 25, 2021, Plaintiff filed a Verified

Amended Complaint, adding claims related to her removal and termination from positions in the

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Entity Defendants. (Dkt. 86)

Yasemin first moved for a preliminary injunction reinstating her director and officer

positions and restoring the salary she drew based on those positions on January 3, 2021. (Dkt. No.

11.) This Court denied Yasemin’s motion on January 25, 2021. (Dkt. No. 87.) Yasemin renewed

her motion seeking reinstatement on March 8, 2022, and, following a hearing on April 18, 2022,

the Court granted that motion. The Court determined at the April 18 hearing that “[Yasemin]

should be reinstated as a director, and the termination of her position at the company must also be

unwound,” (Hr’g Tr. April 18, 2022, Dkt. No. 444), and issued an order the same day that “directed

[Defendants] to reinstate Plaintiff Yasemin Tekiner as a director and employee of the defendant

corporation on the same terms as before her termination.” (Dkt. No. 353.)

B. After Her Reinstatement, Yasemin Makes
Pretextual Demands Upon the Company

Immediately after the April 18 hearing, Defendants complied with the Court’s Order.

Yasemin was reinstated into both of her roles with the Company Defendants—a fact which

Yasemin’s own counsel repeatedly concedes in its Motion. See e.g., Dkt. No. 442 at 3, 4

(“Following her reinstatement, Yasemin Unsuccessfully Attempts to Perform her Duties as a

Company Director and Officer;” “Both Yasemin and Zeynep are directors of Bremen House.”)

Yasemin’s reinstatement occurred in time for her to be included in the normal April 29 payroll,

and she has received her salary biweekly since that time. (Billur Aff.1 at ¶ 3.) Bremen House also

retroactively paid her salary so as to be effective for the April 15 payroll period. (Id. ¶ 4.)

Within weeks of Yasemin’s reinstatement, she and Intervenor-Plaintiff Zeynep Tekiner

began to bombard the Individual Defendants with correspondence seeking copious business

records that they purported to need to perform their duties as directors and officers. (Billur Aff. ¶

1
References to “Billur Aff.” are to the Affidavit of Billur Akipek in Opposition to the Motion, sworn to July 20, 2022.

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5.) On May 19, 2022, Yasemin and Zeynep sent a letter to the Individual Defendants (the “May

19 Letter”): (1) requesting that the Chairperson of Bremen House call a special meeting of the

Board of Directors and (2) demanding access to nine broad categories of documents. (Dkt. No.

452.)

The May 19 Letter set forth the following proposed topics for discussion at the Special

Meeting:

(1) the current financial status of Bremen House;

(2) any material financial or business changes experienced by Bremen House since
December 1, 2020; and

(3) any efforts concerning recent, pending and anticipated purchases, sales leasing,
and marketing of properties owned or managed by Bremen House.

(May 19 Letter at 1.) The Special Meeting Demand is overly broad and vague, and could

conceivably cover any actions taken or even contemplated by Bremen House for at least the past

eighteen months. Without more specificity, Defendants are wholly unable to prepare for the

proposed Special Meeting in a way that would satisfy Plaintiffs’ concerns.

The May 19 Letter also demanded access to the follow books and records of Bremen House:

1. A current listing of all assets and liabilities of the Company, including but not
limited to any mortgages or other debts of the Company.

2. The annual balance sheets and profit and loss statements for the Company.

3. All appraisals, valuations, or similar analyses concerning the market value of
any properties owned, managed or previously owned, by the Company.

4. All documents or other records relating to the terms of purchase and the source
of the purchase price for the purchase and the terms of sale for the recent sale
and use of sales proceeds for the property located at 5 Georgetowne North
located in Greenwich, CT.

5. All documents or other records relating to the terms of purchase and the source
of the purchase price for the purchase for an apartment located at 124 East 79th
Street.

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6. All documents or other records relating to the terms of sale and use of sales
proceeds for apartments located at 40 East 78th Street, 140 East 63rd Street and
177 East 77th Street and for the property located at 15 Brookby Road in
Scarsdale.

7. All documents or other records relating to the marketing and potential sale of
the property located at 254-258 West 35th Street, which is managed by Bremen
House and the property located at 1320 Madison Ave. which is owned by
Bremen House, including but not limited to any offers received and any
contracts of sale.

8. All documents relating to the reorganization of the Company’s subsidiaries that
hold its Texas shopping center properties and the formation of Breme La Porte
and Bremen Miami.

9. All board materials, including but not limited to, meeting minutes, agendas,
notes decks, presentation material, consents and/or resolutions.

(Dkt. 452).

The Books and Records Demand is duplicative of Plaintiff’s First and Second Requests for

Production (the “First RFP” and “Second RFP”) in this litigation, including the following:

 Demand #1 seeks documents that are called for in First RFP Nos. 4 and 11, and
Second RFP No. 11.

 Demand #2 seeks documents that are called for in First RFP Nos. 5 and 36.

 Demand #3 seeks documents that are called for in First RFP Nos. 9 and 27 and
Second RFP No. 12.

 Demand #9 seeks documents that are called for in First RFP No. 31

(See Dkt. Nos. 452 and 479). Notably, Defendants agreed to produce responsive documents to

each of those demands.

In light of the foregoing, Defendants understood the demands in the May 19 Letter to be

pretextual, designed to prop up an otherwise unsupported motion for contempt, and prior counsel

responded to Plaintiffs’ counsel stating that position.

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II. NEVERTHELESS, DEFENDANTS AGREED TO PLAINTIFFS’ DEMANDS

A. Defendants Agree to Permit Plaintiffs to Inspect Bremen
House’s Books and Records and to Hold a Special Meeting

As the Court is aware, Pryor Cashman substituted as new counsel for the Defendants on

July 11, 2022. (Dkt. No. 636.) With the advice of counsel, Defendants began attempting in good

faith to resolve the business disputes underlying the Motion. Due to the large amount of overlap

between the books and records demanded and Plaintiff’s discovery demands in this litigation,

Defendants are understandably concerned that Plaintiffs are using the books and records demand

as discovery by other means. Defendants are also justifiably concerned about holding an in-person

meeting of the Board of Directors, as a recent board meeting of Bremen House, which took place

during the pendency of this litigation, devolved into an unproductive dispute among the parties.

(See Yasemin Aff. in Opp. to Defs.’ Mot. for TRO/Prelim. Inj., Dkt. No. 639, at ¶16.)

Nevertheless, Defendants’ counsel wrote to Plaintiff’s counsel on July 17, 2022, agreeing

that Defendants would (1) make available for Yasemin and Zeynep’s review all documents

requested in the books and records demand and (2) after Yasemin and Zeynep have inspected the

books and records, to proceed with scheduling the Special Meeting. (Hill Aff. at ¶ 4.)2 Seeking

to facilitate Yasemin and Zeynep’s legitimate business objectives at the Special Meeting,

Defendants asked only that after Plaintiffs have had the opportunity to inspect the books and

records requested in the May 19 Letter, they provide Defendants with a list of questions to be

discussed at the Special Meeting. (Id.) Defendants requested that Plaintiffs provide their questions

sufficiently in advance of the meeting to enable Defendants to prepare for that discussion. Because

2
References to “Hill Aff.” are to the Affirmation of Meghan E. Hill in Opposition to the Motion, sworn to July 20,
2022.

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Defendants agreed to all Plaintiffs’ conditions in the May 19 Letter, they requested that Plaintiff

withdraw this Motion.3

B. In Response to Defendants’ Good Faith Efforts to Comply, Plaintiffs
Introduce New and Additional Demands Not Included in the Contempt Motion

On July 18, 2022, Yasemin’s counsel responded with a letter4 suggesting that Plaintiff

would merely adjourn the Contempt Motion, and would only do so if Defendants complied with a

series of new demands that were not the basis for Plaintiff’s Motion, including:

i. that Defendants produce all the books and records demanded in electronic
format, as Yasemin and Zeynep do not live in New York, where the company’s
office is located;

ii. that all documents be produced by Friday July 22;

iii. that the Special Meeting be held the following week; and

iv. that Defendants respond to seven other email demands sent by Yasemin after
the motion was filed.

(Hill Aff. Ex. B.)

Some of the additional emails include Yasemin’s requests for yet more books and records,

made directly to Bremen House’s accountants and brokers. (Id. at 7, 11 of 13) Others are directed

to employees and former employees of Bremen House, asking (for example) that the employees

begin new practices of producing weekly summaries to be sent to Yasemin reporting on a number

of activities of the business.5 (Id. at 8, 10 of 13.) One email does not even relate to Bremen House

or this contempt Motion, but rather is a request from Yasemin to Billur relating to tax forms for

her Trust. (Id. at 9 of 13).

3
A true and correct copy of that letter is annexed as Exhibit A to the Hill Aff.
4
A true and correct copy of that letter is annexed as Exhibit B to the Hill Aff.
5
This demand, among others, would require Bremen House to enact formal changes to its longstanding business
practices, as the other directors and officers of the company are familiar with the day-to-day operations of the company
due to their physical presence in the office as employees. (Billur Aff. ¶ 6.)

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Defendants’ counsel Meghan Hill spoke to Plaintiff’s counsel Scott Parker by phone on

July 19 to explain that Defendants were in the process of identifying by Bates range which books

and records had already been produced in this litigation, and for those that had not, where those

documents existed and in what format they could be collected and produced to Plaintiffs. (Hill

Aff. ¶ 8.) Defendants memorialized the call with an email at 11:55 am requesting a two-week

extension in order to focus on getting Plaintiffs the documents, rather than needless motion practice.

(Id. ¶ 9.) Plaintiffs responded by email at 3:22 pm, agreeing to an extension of 1:00 pm the

following day, and an additional one week extension if Defendants complied with yet a third new

set of demands, including the following:

 In our client’s July 5 e-mail to your clients, she requested to be cc’d on “all
communications about material transactions and exchanges concerning them,
including amongst accountants, bookkeeper, brokers, directors, etc as pertains to
the operation of the companies,” and to be “kept abreast of material business
activities- and included on calls, virtual meetings, etc. concerning them.” That,
however, has not yet happened. Your clients would need to begin complying with
this particular request tomorrow – and this would need to include: (1) all internal
and external e-mails that are sent to and from brokers regarding property sales (e.g.,
35th Street and 81 Tanglewylde); and (2) any transactions involving cash
distributions greater than $50,000.00.

o While we certainly understand and appreciate your asking for more time in
order for your firm to get up to speed regarding the anticipated books and
records that you will be producing, that should not pose any impediment to
our client’s request to be immediately kept in the loop going forward as to
the material happenings of the Company.

 Further, your clients would need to agree that, beginning tomorrow: (1) Jasmin and
Zeynep may e-mail and call the office regarding the operations of the Company,
and have their e-mails responded to in a reasonably timely manner; and (2) Jasmin
and Zeynep will be permitted to communicate with office employees, officers,
directors, bookkeepers, brokers, and accountants regarding the operations of the
Company. This includes, but is not limited to, Jasmin and Zeynep being able to
call into the office to inquire as to what is happening that day or that week regarding
Company operations, and to have conversations with Company employees without
lawyers being involved (i.e., operating like a normal business would).

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 We need a better understanding of how long our requests for records will take to
organize and comply with. As you mentioned on our call, you are scheduled to
speak to your clients today (and were in fact speaking to them at the moment I
called you this afternoon), so we would appreciate ifyou could provide us with
those estimates today. Further, we would ask that you agree to produce documents
on a rolling basis, as they become available to you (we understand that certain
requests may take a bit longer than others to compile).
 You agree that, by COB this Friday, July 22: (1) e-mails will be forwarded to
Jasmin and Zeynep that have been sent to or received by the Company in July 2022
that relate to: (a) the 35th Street and Tanglewylde properties, and (b) any new
material business; and (2) your clients will provide certain agreed-up financial
records (we can discuss what those records will be tomorrow; again, we understand
that some records will be more readily accessible than others).

(Hill Aff. Ex. C).

Defendants are in the process of responding to these voluminous books and records

demands, and will do so in good faith in the coming weeks. However, to avoid a default on this

Motion, this Opposition is necessary.

ARGUMENT

I. PLAINTIFF DOES NOT MEET THE STANDARD TO
DEMONSTRATE CIVIL CONTEMPT UNDER NEW YORK LAW

A. Legal Standard

“Contempt is a drastic remedy which should not be granted absent a clear right to the relief.”

Pinto v. Pinto, 120 A.D.2d 337, 338 (1st Dep’t 1986). Civil contempt therefore requires a finding

that a “lawful judicial order expressing an unequivocal mandate must have been in effect and

disobeyed.” McCain v. Dinkins, 84 N.Y.2d 216, 226 (1994). The party to be held in contempt must

also have had knowledge of the order, and the proponent of the motion seeking contempt must

demonstrate prejudice to the rights of a party to the action. Id. Accordingly, contempt is not

appropriate where the party to be held in contempt did not clearly violate the express terms of a

judicial order. See Pereira v. Pereira, 35 N.Y.2d 301 (1974) (finding of contempt based on an order

of divorce where father failed to return child to her mother with full custody was reversed because

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the order did not specifically require the father to turn the child over); In re Manus, 139 A.D.3d

600 (1st Dep’t 2016) (denial of a motion for contempt was affirmed where respondent had failed

to comply with a court order for more than three years because the order did not include a specific

deadline); Aumell v. King, 18 A.D.3d 905 (3d Dep’t 2005) (order for contempt reversed, despite

the court accrediting the proponent’s testimony, because the conduct did not violate the specific

terms of the relevant court order).

B. The April 18 Order Contains No ‘Unequivocal Mandate’
to Comply with Yasmine’s Demands in the May 19 Letter

The April 18 Order is clear: Yasemin was to be reinstated as director and officer of the

companies, on the same terms as before her termination. (Dkt. No. 353.) The Court did not require

her to be afforded greater rights upon reinstatement than she (or any other director) had ever held

previously. In no way can the Court’s directives, including stating that it expressly rejected making

“any broader pronouncements about what the company can do going forward,” be read as an

‘unequivocal mandate’ to comply with the demands of the May 19 Letter, which was sent weeks

after the Order. (Dkt. No. 444 at 92:7-11.)

To the extent that Plaintiffs argue that Defendants are in contempt for violating the BCL

or the Companies’ bylaws, those arguments are likewise meritless, as neither of those constitutes

an “unequivocal mandate” in a court order for Defendants to follow. See, e.g., El-Dehdan v. El-

Dehdan, 26 N.Y.3d 19, 29 (2015). To follow Plaintiff’s logic, Defendants could potentially find

themselves the subject of successive contempt allegations for any action taken during the

pendency of this lawsuit with which Plaintiffs disagree. Even if Plaintiff’s claims were not

meritless, there can be no contempt where there is a reasonable dispute in interpretating the terms

of the court’s order. See Bennet v. Liberty Lines Transit, Inc., 106 A.D.3d 1038, 1040 (2d Dep’t

2013).

16 of 22
FILED: NEW YORK COUNTY CLERK 07/20/2022 02:31 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 648 RECEIVED NYSCEF: 07/20/2022

Nothing in the April 18 Order specifies that Plaintiffs must be provided with all the

company’s books and records in a format convenient for their use and access in California or

Turkey, when other members of the Board of Directors do not have

Case Info

Judge

Joel M. Cohen Track Judge’s New Case

Case No.

(Subscribe to View)

Document Filed Date

July 20, 2022

Case Filing Date

December 21, 2020

County

Parties

254-258 W. 35th St. LLC Defendant
Berrin Tekiner Defendant
Billur Akipek in her capacity as a Trustee of the Yasemin Tekiner 2011 Descendants Trust Defendant
Bremen House Inc. Defendant
Bremen House Texas, Inc. Defendant
CONKLIN, DONALD DAVID Attorney for the Plaintiff
DE SANTIS, JOSEPH VINCENT Attorney
Foley Hoag LLP Non Party
German News Company, Inc. Defendant
German News Texas, Inc. Defendant
GOLDBERG, ERIC A Attorney
GOLDBERG, ERIC ADAM Attorney for the Defendant
Gonca Tekiner Defendant
HARWOOD, ANTHONY J Attorney for the Plaintiff
HILL, MEGHAN ELIZABETH Attorney for the Defendant
IBRAHIM, SANJAY P Attorney for the Plaintiff
KAHN, MICHELE E. Attorney
KAHN, MICHELE E. Attorney for the Defendant
KEATING, LAWRENCE POLK Attorney for the Defendant
MANDEL, EVAN MORGEN Attorney for the Plaintiff
MANDELSBERG, STEVEN J. Attorney
Michele Kahn ESQ. Attorney for Proposed Intervenor-Plaintiff Non Party
MILLER, MATTHEW EDWARD Attorneys for Plaintiffs
MOHLER, BRYAN T. Attorney for the Defendant
Parker Ibrahim & Berg LLP Non Party
PARKER, SCOTT WESLEY Attorney for the Plaintiff
SCHLEIFSTEIN, DANIEL AARON Attorney for the Plaintiff
SHAW, RACHEL ELIZABETH Attorney for the Defendant
SOLOWAY, TODD E Attorney for the Defendant
TILTON, CLARE PRIMIANO Attorney for the Defendant
WEISSMAN, BENJAMIN HEALEY Attorney for the Plaintiff
WEISS, ZANDER ALOYSIUS Attorney for the Defendant
Yasemin Tekiner Plaintiff
Yasemin Tekiner in her individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants Trust and derivatively as a holder of equitable interests in a shareholder or a member of the Company Defendants Plaintiff
YOUNGER, STEPHEN PETERS Attorney for the Plaintiff
Zeynep Tekiner (Intervenor Plaintiff) Defendant
JUDITH ARCHER Attorneys for Defendants
Philip Michaels Attorney
MATTHEW KASINDORF Attorney
Steven Young Attorney
GARY TANNENBAUM Attorney
VICTORIA CORDER Attorneys for Defendants
SEAN TOPPING Attorney
MARGARET O'NEAL Attorney
ESTHER YU Attorney
Victoria Corder Attorney
JAY SIMENS Attorney
SETH MOTT Attorney
JEFFREY GOLDMAN Attorney
BETH KAUFMAN Attorney
JEREMY KAYE Attorney
PHILIP JAWORSKYJ Attorney
TIFFANY KO Attorneys for Plaintiffs
JANET DORE Attorney
DAVID SCHWARTZ Attorneys for Defendants
LISA SCHAPIRA Attorneys for Defendants
STEPHEN PAZAN Attorney
JOHN MCDONOUGH Attorneys for Plaintiffs
ROBERT HANEY Attorneys for Plaintiffs
MICHAEL KALAN Attorney
MITCHELL KAHN Attorneys for Defendants
GARY FREIDMAN Attorneys for Plaintiffs
PHILIP MICHAELS Attorney
DAVID EISENBERG Attorney
HERBERT WEISSMAN Attorney
ANTHONY CARUSO Attorneys for Defendants
WILLIAM PARKER Attorney
DANIEL HOWARD Attorney
MARTIN MURPHY Attorneys for Plaintiffs
Matt Hanley Attorney
BENJAMIN WEISMAN Attorneys for Plaintiffs

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