On December 21, 2020 a
Exhibit,Appendix
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
NYSCEF DOC. NO. 650 RECEIVED NYSCEF: 07/20/2022
EXHIBIT A
FILED: NEW YORK COUNTY CLERK 07/20/2022 02:31 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 650 RECEIVED NYSCEF: 07/20/2022
Todd E. Soloway
Direct Tel: 212-326-0252
Direct Fax: 212-798-6328
TSoloway@PRYORCASHMAN.com
July 17, 2022
VIA E-MAIL
Stephen P. Younger, Esq.
Foley Hoag LLP
1301 Ave. of the Americas
25th Fl.
New York, NY 10019
Scott Parker, Esq.
Parker Ibrahim & Berg LLP
5 Penn Plaza, Ste. 2371
New York, NY 10001
Re: Tekiner v. Bremen House Inc. et al., Index No. 657193/2020
Dear Steve and Scott:
We write to you regarding Plaintiffs’ Order to Show Cause for Contempt (Mot. Seq. #21)
(the “Contempt Motion”) and in response to Yasemin and Zeynep’s letter dated May 19, 2022 (the
“May 19 Letter”). (Dkt. No. 452.)
It is our understanding that Yasemin and Zeynep have two requests of Bremen House, Inc.,
(1) for the Board of Directors to hold a Special Meeting pursuant to the Bylaws §3.11(a), and (2)
for the company to permit them to inspect the books and records of the company, in particular the
nine categories of documents set forth in the May 19 Letter.
As to request 2, we will make available for Yasemin and Zeynep’s review all documents
requested in the books and records demand. Please let us know when they would like to inspect
the documents, and we will coordinate with Bremen House’s accountants Beck & Baumann CPA,
LLC to arrange for a time that is convenient for everyone for the inspection to take place.
It is our hope that this letter will moot such portion of the Contempt Motion pertaining to
the books and records demands. We also understand that the last meeting of Bremen House
devolved into mutual recriminations among the parties. Nevertheless, we intend to proceed with
FILED: NEW YORK COUNTY CLERK 07/20/2022 02:31 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 650 RECEIVED NYSCEF: 07/20/2022
Stephen P. Younger, Esq.
Scott Parker, Esq.
July 17, 2022
Page 2
the Special Meeting demanded by Yasemin and Zeynep at a time scheduled to take place after they
have inspected the books and records. However, the topics set forth in the May 19 Letter, namely:
1) the current financial status of Bremen House;
2) any material financial or business changes experienced by Bremen House from
December 1, 2020 to the present; and
3) any efforts concerning recent, pending, and anticipated purchases, sales,
leasing, and marketing of properties owned or managed by Bremen House [Id. at
1-2.]
are extremely broad and could conceivable pertain to any and every action taken by the company
for the last year and a half. After Plaintiffs have had the opportunity to inspect the documents they
have requested but before the meeting takes place, please provide a list of the questions Yasemin
and Zeynep would like for the remaining directors and Chairperson of the Board to answer at the
Special Meeting, by a date sufficiently in advance of the meeting to allow Defendants to prepare
responses to their questions. The ordinary course operations of the business, including a Special
Meeting, should not be used as a fishing expedition by Yasemin and Zeynep for their purposes in
this litigation. We ask that you draft the questions with that understanding in mind.
It is our hope that by having a list of questions from Yasemin and Zeynep prepared in
advance, the parties will be able to avoid a repeat of the last meeting, and it will also allow the
parties to have a meaningful meeting of Bremen House to discuss the legitimate business purposes
of the company.
In furtherance of our attempts to resolve the two issues in the May 19 Letter and the
Contempt Motion, we ask that Plaintiffs withdraw the Contempt Motion. Please advise by no later
than 12:00 pm on Monday how Plaintiffs would like to proceed. Defendants hereby reserve all of
their rights and remedies, none of which are waived.
Very truly yours,
Todd E. Soloway
cc: Michele Kahn, Esq. (via email)
Document Filed Date
July 20, 2022
Case Filing Date
December 21, 2020
Category
Commercial Division
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FILED: NEW YORK COUNTY CLERK 07/20/2022 02:31 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 650 RECEIVED NYSCEF: 07/20/2022 EXHIBIT A FILED: NEW YORK COUNTY CLERK 07/20/2022 02:31 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 650 RECEIVED NYSCEF: 07/20/2022 Todd E. Soloway Direct Tel: 212-326-0252 Direct Fax: 212-798-6328 TSoloway@PRYORCASHMAN.com July 17, 2022 VIA E-MAIL Stephen P. Younger, Esq. Foley Hoag LLP 1301 Ave. of the Americas 25th Fl. New York, NY 10019 Scott Parker, Esq. Parker Ibrahim & Berg LLP 5 Penn Plaza, Ste. 2371 New York, NY 10001 Re: Tekiner v. Bremen House Inc. et al., Index No. 657193/2020 Dear Steve and Scott: We write to you regarding Plaintiffs’ Order to Show Cause for Contempt (Mot. Seq. #21) (the “Contempt Motion”) and in response to Yasemin and Zeynep’s letter dated May 19, 2022 (the “May 19 Letter”). (Dkt. No. 452.) It is our understanding that Yasemin and Zeynep have two requests of Bremen House, Inc., (1) for the Board of Directors to hold a Special Meeting pursuant to the Bylaws §3.11(a), and (2) for the company to permit them to inspect the books and records of the company, in particular the nine categories of documents set forth in the May 19 Letter. As to request 2, we will make available for Yasemin and Zeynep’s review all documents requested in the books and records demand. Please let us know when they would like to inspect the documents, and we will coordinate with Bremen House’s accountants Beck & Baumann CPA, LLC to arrange for a time that is convenient for everyone for the inspection to take place. It is our hope that this letter will moot such portion of the Contempt Motion pertaining to the books and records demands. We also understand that the last meeting of Bremen House devolved into mutual recriminations among the parties. Nevertheless, we intend to proceed with FILED: NEW YORK COUNTY CLERK 07/20/2022 02:31 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 650 RECEIVED NYSCEF: 07/20/2022 Stephen P. Younger, Esq. Scott Parker, Esq. July 17, 2022 Page 2 the Special Meeting demanded by Yasemin and Zeynep at a time scheduled to take place after they have inspected the books and records. However, the topics set forth in the May 19 Letter, namely: 1) the current financial status of Bremen House; 2) any material financial or business changes experienced by Bremen House from December 1, 2020 to the present; and 3) any efforts concerning recent, pending, and anticipated purchases, sales, leasing, and marketing of properties owned or managed by Bremen House [Id. at 1-2.] are extremely broad and could conceivable pertain to any and every action taken by the company for the last year and a half. After Plaintiffs have had the opportunity to inspect the documents they have requested but before the meeting takes place, please provide a list of the questions Yasemin and Zeynep would like for the remaining directors and Chairperson of the Board to answer at the Special Meeting, by a date sufficiently in advance of the meeting to allow Defendants to prepare responses to their questions. The ordinary course operations of the business, including a Special Meeting, should not be used as a fishing expedition by Yasemin and Zeynep for their purposes in this litigation. We ask that you draft the questions with that understanding in mind. It is our hope that by having a list of questions from Yasemin and Zeynep prepared in advance, the parties will be able to avoid a repeat of the last meeting, and it will also allow the parties to have a meaningful meeting of Bremen House to discuss the legitimate business purposes of the company. In furtherance of our attempts to resolve the two issues in the May 19 Letter and the Contempt Motion, we ask that Plaintiffs withdraw the Contempt Motion. Please advise by no later than 12:00 pm on Monday how Plaintiffs would like to proceed. Defendants hereby reserve all of their rights and remedies, none of which are waived. Very truly yours, Todd E. Soloway cc: Michele Kahn, Esq. (via email)