Preview
FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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 Index No. 567193/2020
Plaintiff, DEFENDANTS’ VERIFIED
ANSWER, AFFIRMATIVE
-against- DEFENSES, AND
COUNTERCLAIMS TO THE
BREMEN HOUSE INC., BREMEN HOUSE TEXAS, VERIFIED SECOND
INC., GERMAN NEWS COMPANY, INC., GERMAN AMENDED COMPLAINT
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-
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.
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DEFENDANTS’ VERIFIED ANSWER, AFFIRMATIVE DEFENSES, AND
COUNTERCLAIMS TO THE VERIFIED SECOND AMENDED COMPLAINT
Defendants, Bremen House Inc. (“Bremen House”), German News Company, Inc.
(“German News”), Berrin Tekiner, Gonca Tekiner, and Billur Akipek (together, “Defendants”),1
for their Answer, Affirmative Defenses, and Counterclaims to the Verified Second Amended
Complaint (Dkt. 548) (“Complaint”) filed by Plaintiff, Yasemin Tekiner (“Plaintiff”), state as
follows:
RESPONSES TO NUMBERED PARAGRAPHS IN COMPLAINT
Unless otherwise defined herein, capitalized terms have the meanings assigned to them in
the Complaint. All references to numbered paragraphs refer to the corresponding paragraph in the
Complaint. All allegations not expressly admitted herein, including those contained in the
headings and in non-numbered paragraphs, are denied. The recitation of the Complaint’s headings
and in non-numbered paragraphs are denied. The recitation of the headings are for organizational
purposes only and shall not be construed as an admission with respect to the substance or accuracy
of any such heading.
NATURE OF THE ACTION
1. Paragraph 1 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit that the Yasemin Tekiner 2011 Descendants Trust
(the “Yasemin Trust”) owns shares of Defendants Bremen House and German News (“the
Companies”), that the Companies own, manage, and lease a portfolio of real estate properties, and
that the Companies are managed by Berrin Tekiner (“Berrin”), Gonca Tekiner (“Gonca”) and
others. Defendants deny all other allegations in Paragraph 1.
1
Bremen House Texas, German News Texas, and 254 W. 35th St LLC, and all actions pled against them, (collectively,
the “Dismissed Defendants”) were dismissed from this action on August 4, 2021, along with counts Five (Unjust
Enrichment), Eight (Retaliation Under California Labor Code §§ 98.6(b)(1), 1102.5(b)), and Eleven (Tortious
Interference with Trust Agreement to Perpetuate Denial of Trust Distributions to Plaintiff).
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2. Paragraph 2 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit that Plaintiff was reinstated as a Director of
Bremen House and Treasurer of German News per this court’s April 18, 2022 Order (Dkt. 353);
that Plaintiff requested access to certain records of the Companies and company records were
produced to her; and that Plaintiff was removed as an initial member of the Trust Committee of
the Yasemin Trust. Defendants deny all other allegations in Paragraph 2.
3. Paragraph 3 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit that Plaintiff was reinstated as a Director and
officer of Bremen House and Treasurer of German News per this court’s April 18, 2022 Order
(Dkt. 353). Defendants deny all other allegations in Paragraph 3.
4. Paragraph 4 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit that Plaintiff purports to bring this action seeking
relief, deny that she is entitled to any such relief and otherwise deny all allegations in Paragraph
4.
PARTIES
5. Defendants admit Plaintiff resides in the State of California; holds a degree from
Cornell University and Columbia University; is a member of the Board of Directors and Vice
President of Bremen House; is Treasurer of German News; that she is a beneficiary of the Yasemin
Trust; and that the Yasemin Trust owns a portion of the shares of Bremen House and German
News. Paragraph 5 contains legal conclusions to which no response is required. To the extent a
response is required, Defendants deny all other allegations in Paragraph 5.
6. Defendants deny that Berrin resides in Westchester County. Defendants admit all
other allegations in Paragraph 6.
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7. Defendants admit the allegations in Paragraph 7.
8. Defendants deny that Bremen is the employer of Plaintiff. Defendants admit the
remaining allegations in Paragraph 8.
9. Bremen Texas was dismissed from this action and therefore no response is required
to the allegations in Paragraph 9.
10. Defendants admit the allegations in Paragraph 10.
11. German News Texas was dismissed from this action and therefore no response is
required to the allegations in Paragraph 11.
12. 254 W. 35th St. LLC was dismissed from this action and therefore no response is
required to the allegations in Paragraph 12.
13. Defendants admit Akipek is a resident of New York County in the State of New
York, works out of Bremen’s offices in New York County, is a director and officer of certain of
the Company Defendants, and is a member of the Trust Committee of the Yasemin Trust.
Defendants otherwise deny the allegations in Paragraph 13.
JURISDICTION
14. Paragraph 14 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 14.
15. Paragraph 15 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit Defendants Berrin, Gonca, and Akipek are
residents of the State of New York and that the Companies’ office is in the State of New York.
Defendants otherwise deny the allegations in Paragraph 15.
16. Paragraph 16 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit that Bremen House and German News are New
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York Corporations with offices in the State of New York. Bremen Texas, German News Texas,
and 254 W. 35th St. LLC were dismissed from this action and therefore no response is required.
Defendants otherwise deny the allegations in Paragraph 16.
VENUE
17. Paragraph 17 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit the Companies and Akipek reside in New York
County. Defendants otherwise deny the allegations in Paragraph 17.
FACTUAL ALLEGATIONS
A. The Tekiner Family Real Estate Business
18. Defendants admit that Sami is Plaintiff’s father, that he assembled a portfolio of
real estate properties including properties in New York, and that the Companies hold some of these
properties. Defendants otherwise deny the allegations in Paragraph 18.
19. Defendants admit the allegations in Paragraph 19.
20. Defendants admit the allegations in Paragraph 20.
21. Defendants admit that between 2011 and 2016, Berrin reorganized the Companies
business in a way that transferred the majority ownership of the Companies to three grantor trusts
that Berrin created for the benefit of each of Yasemin, Gonca and Zeynep in exchange for
promissory notes payable to Berrin. Defendants otherwise deny the allegations in Paragraph 21.
B. The Yasemin Trust
22. Defendants admit that Berrin formed the Yasemin Trust, a grantor trust, under
Delaware law in 2011 and respectfully refer the Court to the Trust Agreement for its contents.
Defendants otherwise deny the allegations in Paragraph 22.
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23. Defendants respectfully refer the Court to the Trust Agreement for its contents and
otherwise deny the allegations in Paragraph 23.
24. Defendants admit that Akipek is a member of the Trust Committee of the Yasemin
Trust, that Akipek is an officer and director of Bremen House and German News, and that Akipek’s
mother lives in an apartment in New York in a building leased by German News. Defendants
respectfully refer the Court to the Trust Agreement for its contents. Defendants otherwise deny
the allegations in Paragraph 24.
25. Defendants admit that Christiana Trust is the corporate directed Trustee of the
Yasemin Trust with its principal office in Wilmington, Delaware. Defendants respectfully refer
the Court to the Trust Agreement for its contents. Defendants otherwise deny the allegations in
Paragraph 25.
26. Defendants admit Berrin is the Grantor and initial member of the Protector
Committee of the Yasemin Trust. Defendants respectfully refer the Court to the Trust Agreement
for its contents. Defendants otherwise deny the allegations in Paragraph 26.
27. Defendants admit that the Yasemin Trust owns approximately one-third of the
shares of Bremen House. Bremen Texas was dismissed from this action and therefore no response
is required to the allegations specific to Bremen House Texas. Defendants otherwise deny the
allegations in Paragraph 27.
28. Defendants admit that the Yasemin Trust owns approximately one-third of the
shares of German News. German News Texas and 254 – 258 W. 35th St. LLC were dismissed
from the case and therefore no response is required to the allegations specific to them. Defendants
otherwise deny the allegations in Paragraph 28.
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29. Paragraph 29 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants respectfully refer the Court to the Trust Agreement for
its contents and otherwise deny the allegations in Paragraph 29.
30. Defendants respectfully refer the Court to the Trust Agreement for its contents and
otherwise deny the allegations in Paragraph 30.
31. Paragraph 31 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants respectfully refer the Court to the Trust Agreement for
its contents and otherwise deny the allegations in Paragraph 31.
32. Defendants respectfully refer the Court to the Trust Agreement for its contents and
otherwise deny the allegations in Paragraph 32.
33. Defendants respectfully refer the Court to the Trust Agreement for its contents and
otherwise deny the allegations in Paragraph 33.
34. Paragraph 34 contains legal conclusions to which no response is required.
Defendants deny knowledge or information sufficient to form a belief as to the truth of the
allegations in Paragraph 34 regarding whether Plaintiff has no other sources of income.
Defendants deny all other allegations in Paragraph 34.
35. Defendants admit that Plaintiff asked for a distribution from the Yasemin Trust on
or around January 8, 2021. Defendants otherwise deny the allegations in Paragraph 35.
36. Defendants admit that on or around December 10, 2020, Plaintiff was removed as
a member of the Trust Committee of the Yasemin Trust. Defendants otherwise deny the
allegations in Paragraph 36.
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37. Paragraph 37 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants respectfully refer the Court to the email purportedly
quoted from for its contents and otherwise deny the allegations in Paragraph 37.
38. Defendants admit Plaintiff was removed as a member of the Trust Committee of
the Yasemin Trust in 2017 and was subsequently reinstated before being removed on or around
December 10, 2020. Defendants deny knowledge or information sufficient to form a belief as to
the truth of the allegations in Paragraph 38 regarding the existence or contents of Plaintiff’s
purported communications. Defendants otherwise deny the allegations in Paragraph 38.
B. The Individual Defendants’ Mismanagement and Abuse of the Company Defendants
39. Defendants deny the allegations in Paragraph 39.
40. Defendants admit Defendant Berrin is the Chairperson of Bremen House and a
Director of German News. German News Texas and Bremen House Texas have been dismissed
from this action and therefore no response is required as to the allegations concerning them.
Defendants otherwise deny the allegations in Paragraph 40.
41. Defendants admit Defendant Gonca is the President and a Director of Bremen
House and German News Company. German News Texas and Bremen House Texas have been
dismissed from this action and therefore no response is required as to the allegations concerning
them. Defendants otherwise deny the allegations in Paragraph 41.
42. Defendants deny the allegations in Paragraph 42.
43. Defendants admit that Berrin did not obtain a college degree. Defendants deny all
other allegations in Paragraph 43.
44. Defendants admit that Gonca did not obtain a college degree. Defendants deny all
other allegations in Paragraph 44.
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45. Defendants deny the allegations in Paragraph 45.
46. Defendants deny the allegations in Paragraph 46.
47. Defendants deny the allegations in Paragraph 47.
48. Defendants deny the allegations in Paragraph 48.
49. Defendants admit that the Companies owned a yacht many years ago. Defendants
deny all other allegations in Paragraph 49.
50. Defendants admit that Gonca has an employment agreement and respectfully refer
the Court to that agreement for its contents. Defendants otherwise deny the allegations in
Paragraph 50.
51. Defendants deny knowledge or information sufficient to form a belief as to the truth
of the allegations in Paragraph 51 regarding the existence or contents of an undated, unspecified
statement. Defendants deny all other allegations in Paragraph 51.
52. Defendants deny the allegations in Paragraph 52.
53. Defendants deny the allegations in Paragraph 53.
54. Paragraph 54 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit that Plaintiff has at times requested certain
company records. Defendants deny all other allegations in Paragraph 54.
55. Defendants deny the allegations in Paragraph 55.
56. Defendants respectfully refer the Court to the communications purportedly quoted
from for their contents, but deny the characterization of those communications. Defendants deny
all other allegations in Paragraph 56.
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57. Defendants admit that Plaintiff was removed as a Director of Bremen House and as
a member of the Trust Committee of the Yasemin Trust in 2017, but was subsequently reinstated
to both positions. Defendants deny all other allegations in Paragraph 57.
58. Defendants deny knowledge or information sufficient to form a belief as to the truth
of the allegations in Paragraph 58 regarding the existence or contents of conversations Plaintiff
purports to have had. Defendants deny all other allegations in Paragraph 58.
59. Defendants admit that Plaintiff was reinstated as a Director of Bremen House and
as a member of the Trust Committee of the Yasemin Trust. Defendants deny all other allegations
in Paragraph 59.
60. Defendants deny knowledge or information sufficient to form a belief as to the truth
of the allegations in Paragraph 60 regarding the existence or contents of communications Plaintiff
purports to have had. Defendants otherwise deny the allegations in Paragraph 60.
61. Defendants deny the allegations in Paragraph 61.
62. Paragraph 62 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants respectfully refer the Court to the communications
purportedly quoted from for their contents but deny the characterization of those communications.
Defendants deny all other allegations in Paragraph 62.
63. Paragraph 63 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 63.
64. Defendants admit that they held a meeting with their accountants and lawyers in
and around June 2019. Defendants deny all other allegations in Paragraph 64.
65. Defendants admit that they held a meeting with their accountants and lawyers in
and around June 2019. Defendants deny all other allegations in Paragraph 65.
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66. Defendants admit that they held a meeting with their accountants and lawyers in
and around June 2019. Defendants deny all other allegations in Paragraph 66.
67. Defendants deny the allegations in Paragraph 67.
68. Defendants deny the allegations in Paragraph 68.
69. Defendants admit that in 2019, Gonca was removed from her positions as President
of Bremen House, and subsequently reinstated. Defendants otherwise deny the allegations in
Paragraph 69.
70. Defendants admit that Defendant Gonca was reinstated as President of Bremen
House. Defendants otherwise deny the allegations in Paragraph 70.
71. Defendants admit that in 2020, upon Plaintiff’s recommendation, they hired
Weitzman Associates, a real estate advisory firm, and terminated the firm later that year after
Weitzman Associates had failed to help the Companies achieve what they had promised to do and
charged the Companies an unreasonable amount for their services. Defendants deny all other
allegations in Paragraph 71.
C. The Below-Market Extell Sales
72. Defendants admit that Bremen House decided to sell certain properties in 2020.
Defendants otherwise deny the allegations in Paragraph 72.
73. Defendants admit that they attempted to sell five parcels of property located on the
Upper East Side of New York City in 2020. Defendants otherwise deny the allegations in
Paragraph 73.
74. Defendants admit that after weeks of negotiations, Extell ultimately purchased four
parcels of property located on the Upper East Side of New York City in 2021. Defendants
otherwise deny the allegations in Paragraph 74.
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75. Defendants admit that Plaintiff consented to the Extell Sale in writing. Defendants
otherwise deny the allegations in Paragraph 75.
76. Defendants admit that Extell demanded a reduction of purchase price on the sale of
four buildings immediately before signing the purchase agreement and that with no other serious
buyers the Defendants elected to execute the contracts at the modified price. Defendants deny
knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph
76 regarding the existence or contents of conversations Plaintiff purports to have had with others.
Defendants deny all other allegations in Paragraph 76.
77. Defendants deny the allegations in Paragraph 77.
78. Defendants admit that the Extell sale closed in December 2020 and respectfully
refer the Court to the purchase agreement for its contents. Defendants otherwise deny the
allegations in Paragraph 78.
79. Paragraph 79 contains legal conclusions to which no response is required.
Defendants deny knowledge or information sufficient to form a belief as to the truth of the
allegations in Paragraph 79 regarding Plaintiff’s own internal beliefs or understandings. To the
extent a response is required, Defendants admit that some of the proceeds from the Extell sale were
reinvested in other properties through 1031 transactions. Defendants otherwise deny the
allegations in Paragraph 79.
D. Defendants Deny Yasemin Access to Corporate Books and Records
80. Defendants admit that Yasemin asked the Companies’ accountant and bookkeeper
for certain company records in and around October 2020. Defendants deny all other allegations
in Paragraph 80.
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81. Defendants admit that on November 11, 2020, through her counsel, Plaintiff sent a
letter to the Berrin and respectfully refer the Court to the letter speaks for its contents. Defendants
admit that the Companies, Berrin and her counsel, and Plaintiff and her counsel, had a conference
call on December 4, 2020. Defendants deny all other allegations in Paragraph 81.
82. Defendants deny the allegations in Paragraph 82.
E. Berrin’s Removal of Yasemin as a Trustee
83. Paragraph 83 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants admit that Plaintiff was removed as a member of the
Trust Committee of the Yasemin Trust on or around December 10, 2020. Defendants deny all
other allegations in Paragraph 83.
F. Yasemin’s Demands
84. Defendants admit that on or around December 10, 2020, Plaintiff sent Akipek a
letter and respectfully refer the Court to the letter for its contents. Defendants admit that Akipek
declined to demand that the Company bring claims against Berrin and Gonca or consent to
Plaintiff’s filing this lawsuit. Defendants deny all other allegations in Paragraph 84.
85. Defendants admit that Plaintiff’s counsel and Berrin’s counsel exchanged letters on
or around December 21 and 29, 2020 and respectfully refer the Court to the letters for their
contents. Defendants deny all other allegations in Paragraph 85.
G. Defendants’ Retaliatory Termination of Yasemin
86. Defendants deny the allegations in paragraph 86.
87. Defendants admit that Plaintiff was removed as a Director of Bremen House on or
around January 5, 2021. Defendants deny all other allegations in Paragraph 87.
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88. Defendants admit that Plaintiff was terminated as Vice President of Bremen House
on or around January 8, 2021. Defendants otherwise deny the allegations in Paragraph 88.
89. Defendants admit the allegations in Paragraph 89.
90. Defendants admit that Plaintiff’s salary was terminated on January 8, 2021.
Defendants otherwise deny the allegations in Paragraph 90.
91. Defendants deny the allegations in Paragraph 91.
92. Defendants deny knowledge or information sufficient to form a belief as to the truth
of the allegations in Paragraph 92 regarding Plaintiff’s own internal beliefs or understandings.
Defendants otherwise deny the allegations in Paragraph 92.
93. Defendants deny the allegations in Paragraph 93.
CAUSES OF ACTION
FIRST CAUSE OF ACTION
INDIVIDUAL CLAIM AS A DIRECTOR AND OFFICER UNDER
SECTION 720 OF THE BUSINESS CORPORATION LAW
(AGAINST ALL INDIVIDUAL DEFENDANTS)
94. Defendants incorporate and reassert their responses to Paragraphs 1 through 93 as
though set forth fully herein.
95. Paragraph 95 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 95.
96. Paragraph 96 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 96.
97. Defendants deny the allegations in Paragraph 97.
98. Defendants deny that Plaintiff is entitled to any of the relief sought and otherwise
deny the allegations in Paragraph 98.
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SECOND CAUSE OF ACTION
CLAIM FOR ABUSE OF TRUST AND BREACH OF FIDUCIARY DUTY
AS PROTECTOR AND TRUSTEE
(AGAINST DEFENDANTS BERRIN AND AKIPEK)
99. Defendants incorporate and reassert their responses to Paragraphs 1 through 98 as
though set forth fully herein.
100. Paragraph 100 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 100.
101. Paragraph 101 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 101.
102. Paragraph 102 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 102 and otherwise
deny that Plaintiff is entitled to any of the relief sought.
THIRD CAUSE OF ACTION
DERIVATIVE CLAIM FOR BREACH OF FIDUCIARY DUTIES
(AGAINST ALL INDIVIDUAL DEFENDANTS)
103. Defendants incorporate and reassert their responses to Paragraphs 1 through 102 as
though set forth fully herein.
104. Paragraph 104 contains legal conclusions to which no response is required. 254
W. 35th St. LLC was dismissed from this action and therefore no response is required to the
allegations concerning it. To the extent a response is required, Defendants deny the allegations in
Paragraph 104.
105. Paragraph 105 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 105.
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106. Paragraph 106 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 106.
107. Defendants deny the allegations in Paragraph 107.
108. Paragraph 108 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 108 and otherwise
deny that Plaintiff is entitled to any of the relief sought.
FOURTH CAUSE OF ACTION
DERIVATIVE CLAIM FOR CORPORATE WASTE AND MISMANAGEMENT
(AGAINST ALL INDIVIDUAL DEFENDANTS)
109. Defendants incorporate and reassert their responses to Paragraphs 1 through 108 as
though set forth fully herein.
110. Defendants deny the allegations in Paragraph 110.
111. Paragraph 111 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 111.
112. Defendants deny the allegations in Paragraph 112.
113. Paragraph 113 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 113 and otherwise
deny that Plaintiff is entitled to any of the relief sought.
FIFTH CAUSE OF ACTION
DERIVATIVE CLAIM FOR UNJUST ENRICHMENT
(AGAINST ALL INDIVIDUAL DEFENDANTS)
114. Defendants incorporate and reassert their responses to Paragraphs 1 through 113 as
though set forth fully herein.
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115. On August 4, 2021, this cause of action was dismissed. As such, no response to
Paragraph 115 is necessary.
116. On August 4, 2021, this cause of action was dismissed. As such, no response to
Paragraph 116 is necessary.
117. On August 4, 2021, this cause of action was dismissed. As such, no response to
Paragraph 117 is necessary.
118. On August 4, 2021, this cause of action was dismissed. As such, no response to
Paragraph 118 is necessary.
SIXTH CAUSE OF ACTION
INDIVIDUAL CLAIM FOR AN INSPECTION OF BOOKS AND RECORDS
(AGAINST ALL DEFENDANTS)
119. Defendants incorporate and reassert their responses to Paragraphs 1 through 118 as
though set forth fully herein.
120. Paragraph 120 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 120.
121. Paragraph 121 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 121.
122. Paragraph 122 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 122.
123. Paragraph 123 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 123 and otherwise
deny that Plaintiff is entitled to any of the relief sought.
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SEVENTH CAUSE OF ACTION
CLAIM FOR ACCOUNTING
(AGAINST ALL DEFENDANTS)
124. Defendants incorporate and reassert their responses to Paragraphs 1 through 123 as
though set forth fully herein.
125. Paragraph 125 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 125.
126. Paragraph 126 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 126.
127. Paragraph 127 contains legal conclusions to which no response is required. To the
extent a response is required, Defendants deny the allegations in Paragraph 127.
128. Paragraph 128 contains legal conclusions to which no response is required. To the
extent a response is required, D
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FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK 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 Index No. 567193/2020 Plaintiff, DEFENDANTS’ VERIFIED ANSWER, AFFIRMATIVE -against- DEFENSES, AND COUNTERCLAIMS TO THE BREMEN HOUSE INC., BREMEN HOUSE TEXAS, VERIFIED SECOND INC., GERMAN NEWS COMPANY, INC., GERMAN AMENDED COMPLAINT 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- 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. 1 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 DEFENDANTS’ VERIFIED ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS TO THE VERIFIED SECOND AMENDED COMPLAINT Defendants, Bremen House Inc. (“Bremen House”), German News Company, Inc. (“German News”), Berrin Tekiner, Gonca Tekiner, and Billur Akipek (together, “Defendants”),1 for their Answer, Affirmative Defenses, and Counterclaims to the Verified Second Amended Complaint (Dkt. 548) (“Complaint”) filed by Plaintiff, Yasemin Tekiner (“Plaintiff”), state as follows: RESPONSES TO NUMBERED PARAGRAPHS IN COMPLAINT Unless otherwise defined herein, capitalized terms have the meanings assigned to them in the Complaint. All references to numbered paragraphs refer to the corresponding paragraph in the Complaint. All allegations not expressly admitted herein, including those contained in the headings and in non-numbered paragraphs, are denied. The recitation of the Complaint’s headings and in non-numbered paragraphs are denied. The recitation of the headings are for organizational purposes only and shall not be construed as an admission with respect to the substance or accuracy of any such heading. NATURE OF THE ACTION 1. Paragraph 1 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit that the Yasemin Tekiner 2011 Descendants Trust (the “Yasemin Trust”) owns shares of Defendants Bremen House and German News (“the Companies”), that the Companies own, manage, and lease a portfolio of real estate properties, and that the Companies are managed by Berrin Tekiner (“Berrin”), Gonca Tekiner (“Gonca”) and others. Defendants deny all other allegations in Paragraph 1. 1 Bremen House Texas, German News Texas, and 254 W. 35th St LLC, and all actions pled against them, (collectively, the “Dismissed Defendants”) were dismissed from this action on August 4, 2021, along with counts Five (Unjust Enrichment), Eight (Retaliation Under California Labor Code §§ 98.6(b)(1), 1102.5(b)), and Eleven (Tortious Interference with Trust Agreement to Perpetuate Denial of Trust Distributions to Plaintiff). -2- 2 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 2. Paragraph 2 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit that Plaintiff was reinstated as a Director of Bremen House and Treasurer of German News per this court’s April 18, 2022 Order (Dkt. 353); that Plaintiff requested access to certain records of the Companies and company records were produced to her; and that Plaintiff was removed as an initial member of the Trust Committee of the Yasemin Trust. Defendants deny all other allegations in Paragraph 2. 3. Paragraph 3 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit that Plaintiff was reinstated as a Director and officer of Bremen House and Treasurer of German News per this court’s April 18, 2022 Order (Dkt. 353). Defendants deny all other allegations in Paragraph 3. 4. Paragraph 4 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit that Plaintiff purports to bring this action seeking relief, deny that she is entitled to any such relief and otherwise deny all allegations in Paragraph 4. PARTIES 5. Defendants admit Plaintiff resides in the State of California; holds a degree from Cornell University and Columbia University; is a member of the Board of Directors and Vice President of Bremen House; is Treasurer of German News; that she is a beneficiary of the Yasemin Trust; and that the Yasemin Trust owns a portion of the shares of Bremen House and German News. Paragraph 5 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny all other allegations in Paragraph 5. 6. Defendants deny that Berrin resides in Westchester County. Defendants admit all other allegations in Paragraph 6. -3- 3 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 7. Defendants admit the allegations in Paragraph 7. 8. Defendants deny that Bremen is the employer of Plaintiff. Defendants admit the remaining allegations in Paragraph 8. 9. Bremen Texas was dismissed from this action and therefore no response is required to the allegations in Paragraph 9. 10. Defendants admit the allegations in Paragraph 10. 11. German News Texas was dismissed from this action and therefore no response is required to the allegations in Paragraph 11. 12. 254 W. 35th St. LLC was dismissed from this action and therefore no response is required to the allegations in Paragraph 12. 13. Defendants admit Akipek is a resident of New York County in the State of New York, works out of Bremen’s offices in New York County, is a director and officer of certain of the Company Defendants, and is a member of the Trust Committee of the Yasemin Trust. Defendants otherwise deny the allegations in Paragraph 13. JURISDICTION 14. Paragraph 14 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 14. 15. Paragraph 15 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit Defendants Berrin, Gonca, and Akipek are residents of the State of New York and that the Companies’ office is in the State of New York. Defendants otherwise deny the allegations in Paragraph 15. 16. Paragraph 16 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit that Bremen House and German News are New -4- 4 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 York Corporations with offices in the State of New York. Bremen Texas, German News Texas, and 254 W. 35th St. LLC were dismissed from this action and therefore no response is required. Defendants otherwise deny the allegations in Paragraph 16. VENUE 17. Paragraph 17 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit the Companies and Akipek reside in New York County. Defendants otherwise deny the allegations in Paragraph 17. FACTUAL ALLEGATIONS A. The Tekiner Family Real Estate Business 18. Defendants admit that Sami is Plaintiff’s father, that he assembled a portfolio of real estate properties including properties in New York, and that the Companies hold some of these properties. Defendants otherwise deny the allegations in Paragraph 18. 19. Defendants admit the allegations in Paragraph 19. 20. Defendants admit the allegations in Paragraph 20. 21. Defendants admit that between 2011 and 2016, Berrin reorganized the Companies business in a way that transferred the majority ownership of the Companies to three grantor trusts that Berrin created for the benefit of each of Yasemin, Gonca and Zeynep in exchange for promissory notes payable to Berrin. Defendants otherwise deny the allegations in Paragraph 21. B. The Yasemin Trust 22. Defendants admit that Berrin formed the Yasemin Trust, a grantor trust, under Delaware law in 2011 and respectfully refer the Court to the Trust Agreement for its contents. Defendants otherwise deny the allegations in Paragraph 22. -5- 5 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 23. Defendants respectfully refer the Court to the Trust Agreement for its contents and otherwise deny the allegations in Paragraph 23. 24. Defendants admit that Akipek is a member of the Trust Committee of the Yasemin Trust, that Akipek is an officer and director of Bremen House and German News, and that Akipek’s mother lives in an apartment in New York in a building leased by German News. Defendants respectfully refer the Court to the Trust Agreement for its contents. Defendants otherwise deny the allegations in Paragraph 24. 25. Defendants admit that Christiana Trust is the corporate directed Trustee of the Yasemin Trust with its principal office in Wilmington, Delaware. Defendants respectfully refer the Court to the Trust Agreement for its contents. Defendants otherwise deny the allegations in Paragraph 25. 26. Defendants admit Berrin is the Grantor and initial member of the Protector Committee of the Yasemin Trust. Defendants respectfully refer the Court to the Trust Agreement for its contents. Defendants otherwise deny the allegations in Paragraph 26. 27. Defendants admit that the Yasemin Trust owns approximately one-third of the shares of Bremen House. Bremen Texas was dismissed from this action and therefore no response is required to the allegations specific to Bremen House Texas. Defendants otherwise deny the allegations in Paragraph 27. 28. Defendants admit that the Yasemin Trust owns approximately one-third of the shares of German News. German News Texas and 254 – 258 W. 35th St. LLC were dismissed from the case and therefore no response is required to the allegations specific to them. Defendants otherwise deny the allegations in Paragraph 28. -6- 6 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 29. Paragraph 29 contains legal conclusions to which no response is required. To the extent a response is required, Defendants respectfully refer the Court to the Trust Agreement for its contents and otherwise deny the allegations in Paragraph 29. 30. Defendants respectfully refer the Court to the Trust Agreement for its contents and otherwise deny the allegations in Paragraph 30. 31. Paragraph 31 contains legal conclusions to which no response is required. To the extent a response is required, Defendants respectfully refer the Court to the Trust Agreement for its contents and otherwise deny the allegations in Paragraph 31. 32. Defendants respectfully refer the Court to the Trust Agreement for its contents and otherwise deny the allegations in Paragraph 32. 33. Defendants respectfully refer the Court to the Trust Agreement for its contents and otherwise deny the allegations in Paragraph 33. 34. Paragraph 34 contains legal conclusions to which no response is required. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 34 regarding whether Plaintiff has no other sources of income. Defendants deny all other allegations in Paragraph 34. 35. Defendants admit that Plaintiff asked for a distribution from the Yasemin Trust on or around January 8, 2021. Defendants otherwise deny the allegations in Paragraph 35. 36. Defendants admit that on or around December 10, 2020, Plaintiff was removed as a member of the Trust Committee of the Yasemin Trust. Defendants otherwise deny the allegations in Paragraph 36. -7- 7 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 37. Paragraph 37 contains legal conclusions to which no response is required. To the extent a response is required, Defendants respectfully refer the Court to the email purportedly quoted from for its contents and otherwise deny the allegations in Paragraph 37. 38. Defendants admit Plaintiff was removed as a member of the Trust Committee of the Yasemin Trust in 2017 and was subsequently reinstated before being removed on or around December 10, 2020. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 38 regarding the existence or contents of Plaintiff’s purported communications. Defendants otherwise deny the allegations in Paragraph 38. B. The Individual Defendants’ Mismanagement and Abuse of the Company Defendants 39. Defendants deny the allegations in Paragraph 39. 40. Defendants admit Defendant Berrin is the Chairperson of Bremen House and a Director of German News. German News Texas and Bremen House Texas have been dismissed from this action and therefore no response is required as to the allegations concerning them. Defendants otherwise deny the allegations in Paragraph 40. 41. Defendants admit Defendant Gonca is the President and a Director of Bremen House and German News Company. German News Texas and Bremen House Texas have been dismissed from this action and therefore no response is required as to the allegations concerning them. Defendants otherwise deny the allegations in Paragraph 41. 42. Defendants deny the allegations in Paragraph 42. 43. Defendants admit that Berrin did not obtain a college degree. Defendants deny all other allegations in Paragraph 43. 44. Defendants admit that Gonca did not obtain a college degree. Defendants deny all other allegations in Paragraph 44. -8- 8 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 45. Defendants deny the allegations in Paragraph 45. 46. Defendants deny the allegations in Paragraph 46. 47. Defendants deny the allegations in Paragraph 47. 48. Defendants deny the allegations in Paragraph 48. 49. Defendants admit that the Companies owned a yacht many years ago. Defendants deny all other allegations in Paragraph 49. 50. Defendants admit that Gonca has an employment agreement and respectfully refer the Court to that agreement for its contents. Defendants otherwise deny the allegations in Paragraph 50. 51. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 51 regarding the existence or contents of an undated, unspecified statement. Defendants deny all other allegations in Paragraph 51. 52. Defendants deny the allegations in Paragraph 52. 53. Defendants deny the allegations in Paragraph 53. 54. Paragraph 54 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit that Plaintiff has at times requested certain company records. Defendants deny all other allegations in Paragraph 54. 55. Defendants deny the allegations in Paragraph 55. 56. Defendants respectfully refer the Court to the communications purportedly quoted from for their contents, but deny the characterization of those communications. Defendants deny all other allegations in Paragraph 56. -9- 9 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 57. Defendants admit that Plaintiff was removed as a Director of Bremen House and as a member of the Trust Committee of the Yasemin Trust in 2017, but was subsequently reinstated to both positions. Defendants deny all other allegations in Paragraph 57. 58. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 58 regarding the existence or contents of conversations Plaintiff purports to have had. Defendants deny all other allegations in Paragraph 58. 59. Defendants admit that Plaintiff was reinstated as a Director of Bremen House and as a member of the Trust Committee of the Yasemin Trust. Defendants deny all other allegations in Paragraph 59. 60. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 60 regarding the existence or contents of communications Plaintiff purports to have had. Defendants otherwise deny the allegations in Paragraph 60. 61. Defendants deny the allegations in Paragraph 61. 62. Paragraph 62 contains legal conclusions to which no response is required. To the extent a response is required, Defendants respectfully refer the Court to the communications purportedly quoted from for their contents but deny the characterization of those communications. Defendants deny all other allegations in Paragraph 62. 63. Paragraph 63 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 63. 64. Defendants admit that they held a meeting with their accountants and lawyers in and around June 2019. Defendants deny all other allegations in Paragraph 64. 65. Defendants admit that they held a meeting with their accountants and lawyers in and around June 2019. Defendants deny all other allegations in Paragraph 65. -10- 10 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 66. Defendants admit that they held a meeting with their accountants and lawyers in and around June 2019. Defendants deny all other allegations in Paragraph 66. 67. Defendants deny the allegations in Paragraph 67. 68. Defendants deny the allegations in Paragraph 68. 69. Defendants admit that in 2019, Gonca was removed from her positions as President of Bremen House, and subsequently reinstated. Defendants otherwise deny the allegations in Paragraph 69. 70. Defendants admit that Defendant Gonca was reinstated as President of Bremen House. Defendants otherwise deny the allegations in Paragraph 70. 71. Defendants admit that in 2020, upon Plaintiff’s recommendation, they hired Weitzman Associates, a real estate advisory firm, and terminated the firm later that year after Weitzman Associates had failed to help the Companies achieve what they had promised to do and charged the Companies an unreasonable amount for their services. Defendants deny all other allegations in Paragraph 71. C. The Below-Market Extell Sales 72. Defendants admit that Bremen House decided to sell certain properties in 2020. Defendants otherwise deny the allegations in Paragraph 72. 73. Defendants admit that they attempted to sell five parcels of property located on the Upper East Side of New York City in 2020. Defendants otherwise deny the allegations in Paragraph 73. 74. Defendants admit that after weeks of negotiations, Extell ultimately purchased four parcels of property located on the Upper East Side of New York City in 2021. Defendants otherwise deny the allegations in Paragraph 74. -11- 11 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 75. Defendants admit that Plaintiff consented to the Extell Sale in writing. Defendants otherwise deny the allegations in Paragraph 75. 76. Defendants admit that Extell demanded a reduction of purchase price on the sale of four buildings immediately before signing the purchase agreement and that with no other serious buyers the Defendants elected to execute the contracts at the modified price. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 76 regarding the existence or contents of conversations Plaintiff purports to have had with others. Defendants deny all other allegations in Paragraph 76. 77. Defendants deny the allegations in Paragraph 77. 78. Defendants admit that the Extell sale closed in December 2020 and respectfully refer the Court to the purchase agreement for its contents. Defendants otherwise deny the allegations in Paragraph 78. 79. Paragraph 79 contains legal conclusions to which no response is required. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 79 regarding Plaintiff’s own internal beliefs or understandings. To the extent a response is required, Defendants admit that some of the proceeds from the Extell sale were reinvested in other properties through 1031 transactions. Defendants otherwise deny the allegations in Paragraph 79. D. Defendants Deny Yasemin Access to Corporate Books and Records 80. Defendants admit that Yasemin asked the Companies’ accountant and bookkeeper for certain company records in and around October 2020. Defendants deny all other allegations in Paragraph 80. -12- 12 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 81. Defendants admit that on November 11, 2020, through her counsel, Plaintiff sent a letter to the Berrin and respectfully refer the Court to the letter speaks for its contents. Defendants admit that the Companies, Berrin and her counsel, and Plaintiff and her counsel, had a conference call on December 4, 2020. Defendants deny all other allegations in Paragraph 81. 82. Defendants deny the allegations in Paragraph 82. E. Berrin’s Removal of Yasemin as a Trustee 83. Paragraph 83 contains legal conclusions to which no response is required. To the extent a response is required, Defendants admit that Plaintiff was removed as a member of the Trust Committee of the Yasemin Trust on or around December 10, 2020. Defendants deny all other allegations in Paragraph 83. F. Yasemin’s Demands 84. Defendants admit that on or around December 10, 2020, Plaintiff sent Akipek a letter and respectfully refer the Court to the letter for its contents. Defendants admit that Akipek declined to demand that the Company bring claims against Berrin and Gonca or consent to Plaintiff’s filing this lawsuit. Defendants deny all other allegations in Paragraph 84. 85. Defendants admit that Plaintiff’s counsel and Berrin’s counsel exchanged letters on or around December 21 and 29, 2020 and respectfully refer the Court to the letters for their contents. Defendants deny all other allegations in Paragraph 85. G. Defendants’ Retaliatory Termination of Yasemin 86. Defendants deny the allegations in paragraph 86. 87. Defendants admit that Plaintiff was removed as a Director of Bremen House on or around January 5, 2021. Defendants deny all other allegations in Paragraph 87. -13- 13 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 88. Defendants admit that Plaintiff was terminated as Vice President of Bremen House on or around January 8, 2021. Defendants otherwise deny the allegations in Paragraph 88. 89. Defendants admit the allegations in Paragraph 89. 90. Defendants admit that Plaintiff’s salary was terminated on January 8, 2021. Defendants otherwise deny the allegations in Paragraph 90. 91. Defendants deny the allegations in Paragraph 91. 92. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 92 regarding Plaintiff’s own internal beliefs or understandings. Defendants otherwise deny the allegations in Paragraph 92. 93. Defendants deny the allegations in Paragraph 93. CAUSES OF ACTION FIRST CAUSE OF ACTION INDIVIDUAL CLAIM AS A DIRECTOR AND OFFICER UNDER SECTION 720 OF THE BUSINESS CORPORATION LAW (AGAINST ALL INDIVIDUAL DEFENDANTS) 94. Defendants incorporate and reassert their responses to Paragraphs 1 through 93 as though set forth fully herein. 95. Paragraph 95 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 95. 96. Paragraph 96 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 96. 97. Defendants deny the allegations in Paragraph 97. 98. Defendants deny that Plaintiff is entitled to any of the relief sought and otherwise deny the allegations in Paragraph 98. -14- 14 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 SECOND CAUSE OF ACTION CLAIM FOR ABUSE OF TRUST AND BREACH OF FIDUCIARY DUTY AS PROTECTOR AND TRUSTEE (AGAINST DEFENDANTS BERRIN AND AKIPEK) 99. Defendants incorporate and reassert their responses to Paragraphs 1 through 98 as though set forth fully herein. 100. Paragraph 100 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 100. 101. Paragraph 101 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 101. 102. Paragraph 102 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 102 and otherwise deny that Plaintiff is entitled to any of the relief sought. THIRD CAUSE OF ACTION DERIVATIVE CLAIM FOR BREACH OF FIDUCIARY DUTIES (AGAINST ALL INDIVIDUAL DEFENDANTS) 103. Defendants incorporate and reassert their responses to Paragraphs 1 through 102 as though set forth fully herein. 104. Paragraph 104 contains legal conclusions to which no response is required. 254 W. 35th St. LLC was dismissed from this action and therefore no response is required to the allegations concerning it. To the extent a response is required, Defendants deny the allegations in Paragraph 104. 105. Paragraph 105 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 105. -15- 15 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 106. Paragraph 106 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 106. 107. Defendants deny the allegations in Paragraph 107. 108. Paragraph 108 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 108 and otherwise deny that Plaintiff is entitled to any of the relief sought. FOURTH CAUSE OF ACTION DERIVATIVE CLAIM FOR CORPORATE WASTE AND MISMANAGEMENT (AGAINST ALL INDIVIDUAL DEFENDANTS) 109. Defendants incorporate and reassert their responses to Paragraphs 1 through 108 as though set forth fully herein. 110. Defendants deny the allegations in Paragraph 110. 111. Paragraph 111 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 111. 112. Defendants deny the allegations in Paragraph 112. 113. Paragraph 113 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 113 and otherwise deny that Plaintiff is entitled to any of the relief sought. FIFTH CAUSE OF ACTION DERIVATIVE CLAIM FOR UNJUST ENRICHMENT (AGAINST ALL INDIVIDUAL DEFENDANTS) 114. Defendants incorporate and reassert their responses to Paragraphs 1 through 113 as though set forth fully herein. -16- 16 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 115. On August 4, 2021, this cause of action was dismissed. As such, no response to Paragraph 115 is necessary. 116. On August 4, 2021, this cause of action was dismissed. As such, no response to Paragraph 116 is necessary. 117. On August 4, 2021, this cause of action was dismissed. As such, no response to Paragraph 117 is necessary. 118. On August 4, 2021, this cause of action was dismissed. As such, no response to Paragraph 118 is necessary. SIXTH CAUSE OF ACTION INDIVIDUAL CLAIM FOR AN INSPECTION OF BOOKS AND RECORDS (AGAINST ALL DEFENDANTS) 119. Defendants incorporate and reassert their responses to Paragraphs 1 through 118 as though set forth fully herein. 120. Paragraph 120 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 120. 121. Paragraph 121 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 121. 122. Paragraph 122 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 122. 123. Paragraph 123 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 123 and otherwise deny that Plaintiff is entitled to any of the relief sought. -17- 17 of 46 FILED: NEW YORK COUNTY CLERK 11/07/2022 06:29 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 852 RECEIVED NYSCEF: 11/07/2022 SEVENTH CAUSE OF ACTION CLAIM FOR ACCOUNTING (AGAINST ALL DEFENDANTS) 124. Defendants incorporate and reassert their responses to Paragraphs 1 through 123 as though set forth fully herein. 125. Paragraph 125 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 125. 126. Paragraph 126 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 126. 127. Paragraph 127 contains legal conclusions to which no response is required. To the extent a response is required, Defendants deny the allegations in Paragraph 127. 128. Paragraph 128 contains legal conclusions to which no response is required. To the extent a response is required, D