Preview
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
EXHIBIT J
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
From: Hill, Meghan E.
Sent: Monday, September 5, 2022 9:57 PM
To: Scott Parker
Cc: Sanjay Ibrahim; Mohler, Bryan T.; Younger, Stephen P.; Michele Kahn; Soloway, Todd E.
Subject: [EXTERNAL] RE: Tekiner v. Bremen House Inc. [PIB-LEGAL_DMS.FID449713]
Attachments: 09.05.2022 Ltr S. Parker.PDF
Scott:
See attached letter. We will circulate a dial‐in for the meet and confer tomorrow in a separate email.
Meghan
_______________________________________
MEGHAN E. HILL
PRYOR CASHMAN LLP
7 Times Square, New York, NY 10036‐6569
mhill@pryorcashman.com
Direct Tel: 212‐326‐0808 (also reachable remotely at this number)
www.pryorcashman.com
A member of Interlaw, an International Association of Independent Law Firms
From: Scott Parker
Sent: Saturday, September 3, 2022 5:35 PM
To: Hill, Meghan E.
Cc: Sanjay Ibrahim ; Mohler, Bryan T. ; Younger,
Stephen P. ; Michele Kahn
Subject: RE: Tekiner v. Bremen House Inc. [PIB‐LEGAL_DMS.FID449713]
Meghan, please see attached. We are available to meet and confer on all of these topics, plus the Santander subpoena,
on Tuesday until 2 pm.
Regards,
Scott
Scott Parker
NJ Office: 270 Davidson Avenue, Somerset, NJ 08873
NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001
Direct: +1 908.333.6220 | Main: +1 212.596.7037
www.piblaw.com
Confidentiality:
1
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
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: Hill, Meghan E.
Sent: Wednesday, August 31, 2022 3:18 PM
To: Scott Parker
Cc: Sanjay Ibrahim ; Mohler, Bryan T. ; Younger,
Stephen P.
Subject: [EXTERNAL] RE: Tekiner v. Bremen House Inc. [PIB‐LEGAL_DMS.FID449713]
Scott – See attached correspondence in response to your August 24, 2022 email. Defendants’ next production of
documents will be transmitted under separate cover.
Please confirm by no later than 9:00 am tomorrow that the return date of the Santander Bank subpoena will be
extended to September 15, 2022 in order for the parties to meet and confer regarding the scope of the documents
requested.
Meghan
_______________________________________
MEGHAN E. HILL
PRYOR CASHMAN LLP
7 Times Square, New York, NY 10036‐6569
mhill@pryorcashman.com
Direct Tel: 212‐326‐0808 (also reachable remotely at this number)
www.pryorcashman.com
A member of Interlaw, an International Association of Independent Law Firms
From: Scott Parker
Sent: Tuesday, August 30, 2022 10:26 AM
To: Hill, Meghan E.
Cc: Sanjay Ibrahim ; Mohler, Bryan T. ; Younger,
Stephen P.
Subject: RE: Tekiner v. Bremen House Inc. [PIB‐LEGAL_DMS.FID449713]
Meghan, we would be happy to meet and confer about the scope of the Santander subpoena. But we also must address
the multiple other topics that we have written to you about that you continue to ignore (see attached).
For example – when is the Special Meeting going to be held? Back on July 22 (i.e., five weeks ago), you agreed that it
would be held during the week of August 29, and you expressed a preference for the meeting to be held early that
week, to which we agreed. It is now August 30th, yet you have still not even confirmed the date of the meeting, let alone
scheduled it.
Regards,
Scott
Scott Parker
NJ Office: 270 Davidson Avenue, Somerset, NJ 08873
NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001
Direct: +1 908.333.6220 | Main: +1 212.596.7037
www.piblaw.com
2
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
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: Hill, Meghan E.
Sent: Monday, August 29, 2022 9:36 PM
To: Scott Parker
Cc: Sanjay Ibrahim ; Mohler, Bryan T.
Subject: [EXTERNAL] Tekiner v. Bremen House Inc.
Scott –
I left you a voicemail earlier this evening. We would like to meet and confer about the scope of the Santander subpoena.
Please give me a call to discuss.
Thanks,
Meghan
_______________________________________
MEGHAN E. HILL
PRYOR CASHMAN LLP
7 Times Square, New York, NY 10036‐6569
mhill@pryorcashman.com
Direct Tel: 212‐326‐0808 (also reachable remotely at this number)
www.pryorcashman.com
A member of Interlaw, an International Association of Independent Law Firms
***CONFIDENTIALITY NOTICE***
This email contains confidential information which may also be legally privileged and which is intended only for the use of
the recipient(s) named above. If you are not the intended recipient, you are hereby notified that forwarding or copying of
this email, or the taking of any action in reliance on its contents, may be strictly prohibited. If you have received this email
in error, please notify us immediately by reply email and delete this message from your inbox.
***CONFIDENTIALITY NOTICE***
This email contains confidential information which may also be legally privileged and which is intended only for the use of
the recipient(s) named above. If you are not the intended recipient, you are hereby notified that forwarding or copying of
this email, or the taking of any action in reliance on its contents, may be strictly prohibited. If you have received this email
in error, please notify us immediately by reply email and delete this message from your inbox.
3
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
***CONFIDENTIALITY NOTICE***
This email contains confidential information which may also be legally privileged and which is intended only for the use of
the recipient(s) named above. If you are not the intended recipient, you are hereby notified that forwarding or copying of
this email, or the taking of any action in reliance on its contents, may be strictly prohibited. If you have received this email
in error, please notify us immediately by reply email and delete this message from your inbox.
4
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
Meghan E. Hill
Direct Tel: 212-326-0808
Direct Fax: 212-326-0806
MHill@PRYORCASHMAN.com
September 5, 2022
VIA EMAIL
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 Scott:
We write in response to your September 3, 2022 letter.
Pretextual Document Demands and Demand for Special Meeting
Defendants reject at the outset the claim that they have “breached” any “agreement”1 to
hold a Special Meeting on August 29.2 Upon substituting into this litigation, we agreed to hold a
Special Meeting under certain conditions. What has ensued since our initial discussions has made
Defendants question the utility of holding any sort of Special Meeting, and further to question
whether the May 19 Demand was ever made in good faith. Most glaringly, your letter completely
fails to address the fact that over the course of the last eighteen months, you have served four
Requests for Production containing more than 200 individual document demands and multiple
parallel demands under the pretext of a “books and records” demand. It is clear, as set forth in our
August 31, 2022 letter, that these duplicative demands were propounded for the purpose of
harassment.
In the first instance, the May 19 demand listed as one of the proposed topics of discussion
“any efforts concerning recent, pending, and anticipated purchases, sales, leasing, and marketing
of properties owned or managed by Bremen House.” This topic could conceivably be construed
to encompass any and all business activities undertaken by Bremen House through all of time and
1
Nor have Defendants breached the Bremen House Bylaws. Under the Bylaws, Defendants are only required to give
three (3) days’ notice of the date of any Special Meeting called – no matter how such meeting comes to pass. Id. at
3.11(a).
2
As you will undoubtedly recall, Defendants initially proposed to hold the Special Meeting on September 20 or 22,
in anticipation of the time it would take us as incoming counsel to familiarize ourselves with all the previous demands
Plaintiff has made in this litigation and to ensure documents were produced to make the meeting fruitful. Plaintiffs
insisted on holding the meeting earlier, which led to the proposed date of August 29.
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
Scott Parker, Esq.
September 5, 2022
Page 2
into the future. Notwithstanding the overbreadth of that topic, Defendants undertook to provide
Plaintiff with the categories of documents set forth in the May 19 Demand, which were limited to
the time period of December 1, 2020 to the present. Defendants have since produced documents
responsive to demands 1, 2, 4, 6, 7, 8 and 9. However, as we have discussed numerous times by
phone and email, you have taken the position that the meeting would be useless without certain
documents – which you claimed to be outstanding – and therefore, no date was ever finalized.
Plaintiff thus has procured the uncertainty of which she complains.
Plaintiff’s specious claim that Defendants “breached” an agreement between counsel is
further undercut by two things: first, the Court determined that Plaintiff’s contempt motion was
meritless,3 so any purported largesse shown by Plaintiff in postponing the motion’s return date has
long since been mooted. Second, Plaintiff failed to honor her end of the proposed agreement:
namely, to provide Defendants with a list of topics to be discussed at the meeting no later than two
weeks before the meeting was to be held. Yet two weeks after your August 22 email of proposed
topics is today, September 5. As it is a federal holiday, it is obvious that Plaintiff had no intention
of proceeding with the meeting on that day, further underscoring the pretextual nature of this entire
charade.
Your letter also ignores the central premise of our letter of August 31: having received no
fewer than twenty separate communications and other demands for documents since July 1, 2022,
it defies belief that Plaintiff has any good faith purpose behind calling the Special Meeting. This
is not the first time Defendants have raised this issue to you; as early as August 10, we wrote to
you in protest of the “voluminous and overbroad document demands” being propounded by
Plaintiff as of that date, which was followed by yet more demands.
It is clear that Plaintiff has not bothered to review what has been produced to her,4 and it is
not Defendants’ obligation to educate her as to the existence and import of the documents
contained in the productions made in response to her First, Second and Third Requests for
Production. The 2021 Profit and Loss statement is just the most glaring example of Plaintiff’s
3
Your characterization of the Court’s commentary of the July 1, 2022 hearing is false. Nowhere in the transcript does
Justice Cohen refer to the inspection of books and records or Yasemin’s ability to visit the Company office. (See
NYSCEF Dkt. No. 657.)
4
Plaintiff’s ongoing complaint that the 800+ pages of documents produced by Pryor Cashman in response to her
books and records demands are duplicative of documents previously produced in litigationis reflective of her
repetitive and circular demands. Just by way of example, Demand #1 of the May 19 Demand seeks documents that
are called for in Plaintiff’s 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. It is thus not surprising that
in asking Pryor Cashman to re-produce documents she already has, Plaintiffis receiving documents previously
produced in discovery by Norton Rose. Her complaint simply provides ongoing evidence of the bad faithand
harassing purpose of this entire exercise, which does not appear to be related to any legitimate corporate purpose.
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
Scott Parker, Esq.
September 5, 2022
Page 3
failure to review the information she already has. The responsibilities inherent in “good corporate
governance” extend to Yasemin as well, and she cannot bypass that responsibility by failing to
perform her due diligence in reviewing the Company financials and other records she has
demanded. Nowhere have Defendants stated that she is not entitled to ask follow up questions
about the documents we have provided, but Yasemin’s lack of understanding about the mechanics
of the family business she has been content to observe from a distance for her entire life is not
Defendants’ problem to solve.
Depositions
We will confer with our clients as to the dates you proposed and get back to you as soon
as we can.
Emails about Company Business
As you are aware, our agreement of July 21 was that Defendants would begin copying
Yasemin and on all e-mails relating to: “(1) operations of the Company for any material events,
and/or (2) significant matters regarding property sales.” (emphases added.) A previous email
asked our clients to copy Plaintiffs on emails pertaining to company expenditures greater than
$50,000. Although Defendants did not agree to this particular demand, they have used that figure
as a benchmark for the materiality of Company decisions. Accordingly, since July 21, there have
been no material events in terms of the day-to-day operations of the Company resulting in
expenditures of $50,000 or more, with the exception of the payment of property taxes on the
Bronxville and Vicenza Way properties. My clients inform me that they notified Zeynep and
Yasemin of both of these payments. What Yasemin would know if she actually worked at the
Company is that most of day-to-day operations of Bremen House are de minimis – receiving rent
checks; executing leases for residential tenants; and performing repairs in apartments. It is
unsurprising that there have not been events outside of the quotidian requiring notice to Yasemin
based on the terms she set. As to the sales of Company properties, the only “significant matter” is
the finalization of the sale of 81 Tanglewylde. Defendants have repeatedly informed Plaintiffs via
email that as soon as a closing date was set for the sale, they would update Plaintiffs. Until now,
no closing date had been set. Defendants have also repeatedly told Plaintiffs – and we have told
you – that the proceeds from the sale of Tanglewylde are to be used for ordinary-course business
expenses of the Company, which include the payment of additional property taxes among other
things.
Notwithstanding any of the foregoing, we remain available to meet and confer on
September 6, 2022 at 1:00 pm tomorrow, and we will circulate a dial-in. We do not, however,
agree with your proposal to send us a revised list on September 6 which will require us to hold the
Special Meeting on September 13, irrespective of whatever the revised list may contain. While
Defendants are ready to hold a Special Meeting to discuss legitimate business matters, they will
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022
Scott Parker, Esq.
September 5, 2022
Page 4
not blindly agree to hold a meeting without a reasonable understanding of what is to be discussed.
Nor should Yasemin want to proceed with a meeting where she will be unable to have her questions
addressed because the other directors of Bremen House were not sufficiently prepared to answer
them.
This letter is without prejudice to any of Defendants’ rights, none of which are hereby
waived.
Very truly yours,
Meghan E. Hill
cc: Counsel of Record (via email)
Preview
FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 EXHIBIT J FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 From: Hill, Meghan E. Sent: Monday, September 5, 2022 9:57 PM To: Scott Parker Cc: Sanjay Ibrahim; Mohler, Bryan T.; Younger, Stephen P.; Michele Kahn; Soloway, Todd E. Subject: [EXTERNAL] RE: Tekiner v. Bremen House Inc. [PIB-LEGAL_DMS.FID449713] Attachments: 09.05.2022 Ltr S. Parker.PDF Scott: See attached letter. We will circulate a dial‐in for the meet and confer tomorrow in a separate email. Meghan _______________________________________ MEGHAN E. HILL PRYOR CASHMAN LLP 7 Times Square, New York, NY 10036‐6569 mhill@pryorcashman.com Direct Tel: 212‐326‐0808 (also reachable remotely at this number) www.pryorcashman.com A member of Interlaw, an International Association of Independent Law Firms From: Scott Parker Sent: Saturday, September 3, 2022 5:35 PM To: Hill, Meghan E. Cc: Sanjay Ibrahim ; Mohler, Bryan T. ; Younger, Stephen P. ; Michele Kahn Subject: RE: Tekiner v. Bremen House Inc. [PIB‐LEGAL_DMS.FID449713] Meghan, please see attached. We are available to meet and confer on all of these topics, plus the Santander subpoena, on Tuesday until 2 pm. Regards, Scott Scott Parker NJ Office: 270 Davidson Avenue, Somerset, NJ 08873 NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001 Direct: +1 908.333.6220 | Main: +1 212.596.7037 www.piblaw.com Confidentiality: 1 FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 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: Hill, Meghan E. Sent: Wednesday, August 31, 2022 3:18 PM To: Scott Parker Cc: Sanjay Ibrahim ; Mohler, Bryan T. ; Younger, Stephen P. Subject: [EXTERNAL] RE: Tekiner v. Bremen House Inc. [PIB‐LEGAL_DMS.FID449713] Scott – See attached correspondence in response to your August 24, 2022 email. Defendants’ next production of documents will be transmitted under separate cover. Please confirm by no later than 9:00 am tomorrow that the return date of the Santander Bank subpoena will be extended to September 15, 2022 in order for the parties to meet and confer regarding the scope of the documents requested. Meghan _______________________________________ MEGHAN E. HILL PRYOR CASHMAN LLP 7 Times Square, New York, NY 10036‐6569 mhill@pryorcashman.com Direct Tel: 212‐326‐0808 (also reachable remotely at this number) www.pryorcashman.com A member of Interlaw, an International Association of Independent Law Firms From: Scott Parker Sent: Tuesday, August 30, 2022 10:26 AM To: Hill, Meghan E. Cc: Sanjay Ibrahim ; Mohler, Bryan T. ; Younger, Stephen P. Subject: RE: Tekiner v. Bremen House Inc. [PIB‐LEGAL_DMS.FID449713] Meghan, we would be happy to meet and confer about the scope of the Santander subpoena. But we also must address the multiple other topics that we have written to you about that you continue to ignore (see attached). For example – when is the Special Meeting going to be held? Back on July 22 (i.e., five weeks ago), you agreed that it would be held during the week of August 29, and you expressed a preference for the meeting to be held early that week, to which we agreed. It is now August 30th, yet you have still not even confirmed the date of the meeting, let alone scheduled it. Regards, Scott Scott Parker NJ Office: 270 Davidson Avenue, Somerset, NJ 08873 NY Office: 5 Penn Plaza, Suite 2371, New York, NY 10001 Direct: +1 908.333.6220 | Main: +1 212.596.7037 www.piblaw.com 2 FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 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: Hill, Meghan E. Sent: Monday, August 29, 2022 9:36 PM To: Scott Parker Cc: Sanjay Ibrahim ; Mohler, Bryan T. Subject: [EXTERNAL] Tekiner v. Bremen House Inc. Scott – I left you a voicemail earlier this evening. We would like to meet and confer about the scope of the Santander subpoena. Please give me a call to discuss. Thanks, Meghan _______________________________________ MEGHAN E. HILL PRYOR CASHMAN LLP 7 Times Square, New York, NY 10036‐6569 mhill@pryorcashman.com Direct Tel: 212‐326‐0808 (also reachable remotely at this number) www.pryorcashman.com A member of Interlaw, an International Association of Independent Law Firms ***CONFIDENTIALITY NOTICE*** This email contains confidential information which may also be legally privileged and which is intended only for the use of the recipient(s) named above. If you are not the intended recipient, you are hereby notified that forwarding or copying of this email, or the taking of any action in reliance on its contents, may be strictly prohibited. If you have received this email in error, please notify us immediately by reply email and delete this message from your inbox. ***CONFIDENTIALITY NOTICE*** This email contains confidential information which may also be legally privileged and which is intended only for the use of the recipient(s) named above. If you are not the intended recipient, you are hereby notified that forwarding or copying of this email, or the taking of any action in reliance on its contents, may be strictly prohibited. If you have received this email in error, please notify us immediately by reply email and delete this message from your inbox. 3 FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 ***CONFIDENTIALITY NOTICE*** This email contains confidential information which may also be legally privileged and which is intended only for the use of the recipient(s) named above. If you are not the intended recipient, you are hereby notified that forwarding or copying of this email, or the taking of any action in reliance on its contents, may be strictly prohibited. If you have received this email in error, please notify us immediately by reply email and delete this message from your inbox. 4 FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 Meghan E. Hill Direct Tel: 212-326-0808 Direct Fax: 212-326-0806 MHill@PRYORCASHMAN.com September 5, 2022 VIA EMAIL 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 Scott: We write in response to your September 3, 2022 letter. Pretextual Document Demands and Demand for Special Meeting Defendants reject at the outset the claim that they have “breached” any “agreement”1 to hold a Special Meeting on August 29.2 Upon substituting into this litigation, we agreed to hold a Special Meeting under certain conditions. What has ensued since our initial discussions has made Defendants question the utility of holding any sort of Special Meeting, and further to question whether the May 19 Demand was ever made in good faith. Most glaringly, your letter completely fails to address the fact that over the course of the last eighteen months, you have served four Requests for Production containing more than 200 individual document demands and multiple parallel demands under the pretext of a “books and records” demand. It is clear, as set forth in our August 31, 2022 letter, that these duplicative demands were propounded for the purpose of harassment. In the first instance, the May 19 demand listed as one of the proposed topics of discussion “any efforts concerning recent, pending, and anticipated purchases, sales, leasing, and marketing of properties owned or managed by Bremen House.” This topic could conceivably be construed to encompass any and all business activities undertaken by Bremen House through all of time and 1 Nor have Defendants breached the Bremen House Bylaws. Under the Bylaws, Defendants are only required to give three (3) days’ notice of the date of any Special Meeting called – no matter how such meeting comes to pass. Id. at 3.11(a). 2 As you will undoubtedly recall, Defendants initially proposed to hold the Special Meeting on September 20 or 22, in anticipation of the time it would take us as incoming counsel to familiarize ourselves with all the previous demands Plaintiff has made in this litigation and to ensure documents were produced to make the meeting fruitful. Plaintiffs insisted on holding the meeting earlier, which led to the proposed date of August 29. FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 Scott Parker, Esq. September 5, 2022 Page 2 into the future. Notwithstanding the overbreadth of that topic, Defendants undertook to provide Plaintiff with the categories of documents set forth in the May 19 Demand, which were limited to the time period of December 1, 2020 to the present. Defendants have since produced documents responsive to demands 1, 2, 4, 6, 7, 8 and 9. However, as we have discussed numerous times by phone and email, you have taken the position that the meeting would be useless without certain documents – which you claimed to be outstanding – and therefore, no date was ever finalized. Plaintiff thus has procured the uncertainty of which she complains. Plaintiff’s specious claim that Defendants “breached” an agreement between counsel is further undercut by two things: first, the Court determined that Plaintiff’s contempt motion was meritless,3 so any purported largesse shown by Plaintiff in postponing the motion’s return date has long since been mooted. Second, Plaintiff failed to honor her end of the proposed agreement: namely, to provide Defendants with a list of topics to be discussed at the meeting no later than two weeks before the meeting was to be held. Yet two weeks after your August 22 email of proposed topics is today, September 5. As it is a federal holiday, it is obvious that Plaintiff had no intention of proceeding with the meeting on that day, further underscoring the pretextual nature of this entire charade. Your letter also ignores the central premise of our letter of August 31: having received no fewer than twenty separate communications and other demands for documents since July 1, 2022, it defies belief that Plaintiff has any good faith purpose behind calling the Special Meeting. This is not the first time Defendants have raised this issue to you; as early as August 10, we wrote to you in protest of the “voluminous and overbroad document demands” being propounded by Plaintiff as of that date, which was followed by yet more demands. It is clear that Plaintiff has not bothered to review what has been produced to her,4 and it is not Defendants’ obligation to educate her as to the existence and import of the documents contained in the productions made in response to her First, Second and Third Requests for Production. The 2021 Profit and Loss statement is just the most glaring example of Plaintiff’s 3 Your characterization of the Court’s commentary of the July 1, 2022 hearing is false. Nowhere in the transcript does Justice Cohen refer to the inspection of books and records or Yasemin’s ability to visit the Company office. (See NYSCEF Dkt. No. 657.) 4 Plaintiff’s ongoing complaint that the 800+ pages of documents produced by Pryor Cashman in response to her books and records demands are duplicative of documents previously produced in litigationis reflective of her repetitive and circular demands. Just by way of example, Demand #1 of the May 19 Demand seeks documents that are called for in Plaintiff’s 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. It is thus not surprising that in asking Pryor Cashman to re-produce documents she already has, Plaintiffis receiving documents previously produced in discovery by Norton Rose. Her complaint simply provides ongoing evidence of the bad faithand harassing purpose of this entire exercise, which does not appear to be related to any legitimate corporate purpose. FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 Scott Parker, Esq. September 5, 2022 Page 3 failure to review the information she already has. The responsibilities inherent in “good corporate governance” extend to Yasemin as well, and she cannot bypass that responsibility by failing to perform her due diligence in reviewing the Company financials and other records she has demanded. Nowhere have Defendants stated that she is not entitled to ask follow up questions about the documents we have provided, but Yasemin’s lack of understanding about the mechanics of the family business she has been content to observe from a distance for her entire life is not Defendants’ problem to solve. Depositions We will confer with our clients as to the dates you proposed and get back to you as soon as we can. Emails about Company Business As you are aware, our agreement of July 21 was that Defendants would begin copying Yasemin and on all e-mails relating to: “(1) operations of the Company for any material events, and/or (2) significant matters regarding property sales.” (emphases added.) A previous email asked our clients to copy Plaintiffs on emails pertaining to company expenditures greater than $50,000. Although Defendants did not agree to this particular demand, they have used that figure as a benchmark for the materiality of Company decisions. Accordingly, since July 21, there have been no material events in terms of the day-to-day operations of the Company resulting in expenditures of $50,000 or more, with the exception of the payment of property taxes on the Bronxville and Vicenza Way properties. My clients inform me that they notified Zeynep and Yasemin of both of these payments. What Yasemin would know if she actually worked at the Company is that most of day-to-day operations of Bremen House are de minimis – receiving rent checks; executing leases for residential tenants; and performing repairs in apartments. It is unsurprising that there have not been events outside of the quotidian requiring notice to Yasemin based on the terms she set. As to the sales of Company properties, the only “significant matter” is the finalization of the sale of 81 Tanglewylde. Defendants have repeatedly informed Plaintiffs via email that as soon as a closing date was set for the sale, they would update Plaintiffs. Until now, no closing date had been set. Defendants have also repeatedly told Plaintiffs – and we have told you – that the proceeds from the sale of Tanglewylde are to be used for ordinary-course business expenses of the Company, which include the payment of additional property taxes among other things. Notwithstanding any of the foregoing, we remain available to meet and confer on September 6, 2022 at 1:00 pm tomorrow, and we will circulate a dial-in. We do not, however, agree with your proposal to send us a revised list on September 6 which will require us to hold the Special Meeting on September 13, irrespective of whatever the revised list may contain. While Defendants are ready to hold a Special Meeting to discuss legitimate business matters, they will FILED: NEW YORK COUNTY CLERK 09/23/2022 05:04 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 709 RECEIVED NYSCEF: 09/23/2022 Scott Parker, Esq. September 5, 2022 Page 4 not blindly agree to hold a meeting without a reasonable understanding of what is to be discussed. Nor should Yasemin want to proceed with a meeting where she will be unable to have her questions addressed because the other directors of Bremen House were not sufficiently prepared to answer them. This letter is without prejudice to any of Defendants’ rights, none of which are hereby waived. Very truly yours, Meghan E. Hill cc: Counsel of Record (via email)