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FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
YASEMIN TEKINER, Index No. 657193/2020
in her individual capacity, as a beneficiary and a Commercial Division Part 3
Trustee of The Yasemin Tekiner 2011
Descendants Trust and derivatively as a holder of Hon. Joel M. Cohen
equitable interests in a shareholder or a member of
the Company Defendants Motion Seq. No. 24
Plaintiff, NOTICE OF APPEAL
-against-
BREMEN HOUSE INC., BREMEN HOUSE
TEXAS, INC., GERMAN NEWS COMPANY,
INC., GERMAN NEWS TEXAS, INC., 254-258
W. 35TH ST. LLC, BERRIN TEKINER, GONCA
TEKINER, and BILLUR AKIPEK, in her capacity
as a Trustee of The Yasemin Tekiner 2011
Descendants Trust,
Defendants.
ZEYNEP TEKINER,
in her individual capacity, as a beneficiary and a
Trustee of The Zeynep Tekiner 2011 Descendants
Trust and derivatively as a holder of equitable
interests in a shareholder or a member of the
Company Defendants
Intervenor-Plaintiff,
-against-
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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PLEASE TAKE NOTICE that defendants Bremen House Inc., German News Company,
Inc., and Berrin Tekiner, Gonca Tekiner, and Billur Akipek (the “Defendants”) hereby appeal to
the Appellate Division, First Department, from the Order of the Honorable Joel M. Cohen dated
October 19, 2022 and entered in the Office of the New York County Clerk on October 20, 2022
(the “Order”) and from each and every part thereof, a true and correct copy of which is attached
hereto as Exhibit A.
Dated: New York, New York PRYOR CASHMAN LLP
November 7, 2022
By: ______________________
Todd E. Soloway
Bryan T. Mohler
Meghan E. Hill
7 Times Square
New York, New York 10036-6569
Tel: (212) 421-4100
Fax: (212) 326-0806
CC: Parker Ibrahim & Berg LLP
Scott W. Parker. Esq.
Sanjay P. Ibrahim, Esq.
5 Penn Plaza, Suite 2371
New York, New York 10001
Foley Hoag LLP
Stephen P. Younger, Esq.
1301 Avenue of the Americas
New York, New York 10019
Kahn & Goldberg, LLP
Michele Khan, Esq.
555 Fifth Avenue, 14th Floor
New York, New York 10017
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Supreme Court of the State of New York
Appellate Division: First Judicial Department
Informational Statement (Pursuant to 22 NYCRR 1250.3 [a]) - Civil
Case Title: Set forth the title of the case as it appears on the summons, notice of petition or order to For Court of Original Instance
show cause by which the matter was or is to be commenced, or as amended.
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,
Date Notice of Appeal Filed
- against -
BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC., GERMAN NEWS COMPANY,
INC., GERMAN NEWS TEXAS, INC., 254-258 W. 35TH ST. LLC, BERRIN TEKINER, For Appellate Division
GONCA TEKINER, and BILLUR AKIPEK, , in her capacity as a Trustee of The Yasemin
Tekiner 2011 Descendants Trust
Case Type Filing Type
Civil Action CPLR article 78 Proceeding Appeal Transferred Proceeding
CPLR article 75 Arbitration Special Proceeding Other Original Proceedings CPLR Article 78
Action Commenced under CPLR 214-g Habeas Corpus Proceeding CPLR Article 78 Executive Law § 298
Eminent Domain CPLR 5704 Review
Labor Law 220 or 220-b
Public Officers Law § 36
Real Property Tax Law § 1278
Nature of Suit: Check up to three of the following categories which best reflect the nature of the case.
Administrative Review Business Relationships Commercial Contracts
Declaratory Judgment Domestic Relations Election Law Estate Matters
Family Court Mortgage Foreclosure Miscellaneous Prisoner Discipline & Parole
Real Property Statutory Taxation Torts
(other than foreclosure)
Informational Statement - Civil
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Appeal
Paper Appealed From (Check one only): If an appeal has been taken from more than one order or
judgment by the filing of this notice of appeal, please
indicate the below information for each such order or
judgment appealed from on a separate sheet of paper.
Amended Decree Determination Order Resettled Order
Amended Judgement Finding Order & Judgment Ruling
Amended Order Interlocutory Decree Partial Decree Other (specify):
Decision Interlocutory Judgment Resettled Decree
Decree Judgment Resettled Judgment
Court: Supreme Court County: New York
Dated: 10/19/2022 Entered: 10/19/2022
Judge (name in full): HON. JOEL M. COHEN Index No.: 657193/2020
Stage: Interlocutory Final Post-Final Trial: Yes No If Yes: Jury Non-Jury
Prior Unperfected Appeal and Related Case Information
Are any appeals arising in the same action or proceeding currently pending in the court? Yes No
If Yes, please set forth the Appellate Division Case Number assigned to each such appeal.
Where appropriate, indicate whether there is any related action or proceeding now in any court of this or any other
jurisdiction, and if so, the status of the case:
Original Proceeding
Commenced by: Order to Show Cause Notice of Petition Writ of Habeas Corpus Date Filed: 12/21/2020
Statute authorizing commencement of proceeding in the Appellate Division:
Proceeding Transferred Pursuant to CPLR 7804(g)
Court: Choose Court County: Choose County
Judge (name in full): Order of Transfer Date:
CPLR 5704 Review of Ex Parte Order:
Court: Choose Court County: Choose County
Judge (name in full): Dated:
Description of Appeal, Proceeding or Application and Statement of Issues
Description: If an appeal, briefly describe the paper appealed from. If the appeal is from an order, specify the relief
requested and whether the motion was granted or denied. If an original proceeding commenced in this court or transferred
pursuant to CPLR 7804(g), briefly describe the object of proceeding. If an application under CPLR 5704, briefly describe the
nature of the ex parte order to be reviewed.
Decision and Order granting Plaintiff's motion in part: Removing individual Defendant Billur Akipek as a
Member of the Trust Committee of the Yasemin Tekiner 2011 Descendants Trust, to be replaced by
individual Defendant Berrin Tekiner
Informational Statement - Civil
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Issues: Specify the issues proposed to be raised on the appeal, proceeding, or application for CPLR 5704 review, the grounds
for reversal, or modification to be advanced and the specific relief sought on appeal.
Under Deleware law, the Court exceeded its power to remove indiviudal Defendant Billur Akipek.
Party Information
Instructions: Fill in the name of each party to the action or proceeding, one name per line. If this form is to be filed for an
appeal, indicate the status of the party in the court of original instance and his, her, or its status in this court, if any. If this
form is to be filed for a proceeding commenced in this court, fill in only the party’s name and his, her, or its status in this
court.
No. Party Name Original Status Appellate Division Status
1 YASEMIN TEKINER Plaintiff
2 ZEYNEP TEKINER Intervenor
3 BREMEN HOUSE INC. Defendant
4 GERMAN NEWS COMPANY, INC. Defendant
5 BERRIN TEKINER Defendant
6 GONCA TEKINER Defendant
7 BILLUR AKIPEK Defendant
8
9
10
11
12
13
14
15
16
17
18
19
20
Informational Statement - Civil
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Attorney Information
Instructions: Fill in the names of the attorneys or firms for the respective parties. If this form is to be filed with the
notice of petition or order to show cause by which a special proceeding is to be commenced in the Appellate Division,
only the name of the attorney for the petitioner need be provided. In the event that a litigant represents herself or
himself, the box marked “Pro Se” must be checked and the appropriate information for that litigant must be supplied
in the spaces provided.
Attorney/Firm Name: Scott W. Parker/Parker Ibrahim & Berg LLP
Address: 5 Penn Plaza, Suite 2371
City: New York State: NY Zip: 10001 Telephone No:
E-mail Address: Scott.Parker@piblaw.com
Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice
Party or Parties Represented (set forth party number(s) from table above): 1
Attorney/Firm Name: Stephen P. Younger/Foley Hoag LLP
Address: 1301 6th Ave
City: New York State: NY Zip: 10019 Telephone No:
E-mail Address: spyounger@foleyhoag.com
Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice
Party or Parties Represented (set forth party number(s) from table above): 1
Attorney/Firm Name: Michele Kahn/Kahn & Goldberg, LLP
Address: 555 Fifth Avenue, 14th Floor
City: New York State: NY Zip: 10017 Telephone No:
E-mail Address: mk@kahngoldberg.com
Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice
Party or Parties Represented (set forth party number(s) from table above): 2
Attorney/Firm Name: Todd E. Soloway/Pryor Cashman LLP
Address: 7 Times Sq, 40th Floor
City: New York State: NY Zip: 10036 Telephone No:
E-mail Address: TSoloway@PRYORCASHMAN.com
Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice
Party or Parties Represented (set forth party number(s) from table above): 3, 4, 5, 6, 7
Attorney/Firm Name:
Address:
City: State: Zip: Telephone No:
E-mail Address:
Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice
Party or Parties Represented (set forth party number(s) from table above):
Attorney/Firm Name:
Address:
City: State: Zip: Telephone No:
E-mail Address:
Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice
Party or Parties Represented (set forth party number(s) from table above):
Informational Statement - Civil
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EXHIBIT A
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 03M
----------------------------------------------------------------------------------- X
YASEMIN TEKINER, INDEX NO. 657193/2020
Plaintiff,
MOTION DATE N/A
-v-
MOTION SEQ. NO. 024
BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC.,
GERMAN NEWS COMPANY, INC., GERMAN NEWS
TEXAS, INC.,254-258 W. 35TH ST. LLC, BERRIN DECISION + ORDER ON
TEKINER, GONCA TEKINER, BILLUR AKIPEK, ZEYNEP MOTION
TEKINER,
Defendants.
----------------------------------------------------------------------------------- X
HON. JOEL M. COHEN:
The following e-filed documents, listed by NYSCEF document number (Motion 024) 421, 422, 423, 424,
425, 426, 427, 428, 429, 430, 431, 432, 433, 434, 435, 460, 554, 555, 556, 557, 558, 559, 560, 561,
562, 563, 564, 565, 566, 567, 568, 569, 570, 604, 605, 606, 607, 608, 609, 610, 611, 612, 613
were read on this motion to REMOVE AND APPOINT TRUSTEE .
This case involves a family-owned business that is riven with bitter internecine disputes.
The current protagonists are Berrin Tekiner (“Berrin”) and her daughter Gonca Tekiner
(“Gonca”), on one side, and Berrin’s other daughters Yasemin Tekiner (“Yasemin”) and Zenyep
Tekiner (“Zeynep”) on the other side, though the factional configurations have varied over time.
Caught in between is Billur Apitek (“Billur”), Berrin’s long-time trusted employee, who is in the
unenviable position of serving simultaneously as the sole “independent” trustee in separate trusts
created for each of the warring sisters as they battle with and among each other and with Berrin,
including in this litigation, for access to and the fruits of the family business.
Each trust owns roughly a one-third interest in Bremen House Inc., Bremen House Texas,
Inc., German News Co., Inc., and German News Texas, Inc. (collectively, the “Company
Defendants”). While this arrangement may have worked for many years, the events leading up
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to this lawsuit, and the lawsuit itself, has placed Billur in the middle of a family feud where clear
lines have been drawn.
Yasemin now moves to remove Billur as a Member of the Trust Committee for the
Yasemin Tekiner 2011 Descendants Trust (the “Trust”) and to appoint an independent
replacement member.1 According to Yasemin, Billur’s removal is imperative for at least three
reasons: 1) Billur has breached her fiduciary duties to Yasemin, and is in an inherently conflicted
position; 2) under 12 Del. C. § 3327(3), based on the substantial change in circumstance created
by this lawsuit; and 3) under 12 Del. C. § 3327(3), based on the “hostility” between Billur and
Yasemin, which makes it impossible for Billur to properly perform her duties as the independent
member of the Trust Committee.
For the reasons stated below, the branch of Yasemin’s motion seeking to remove Billur
as a Member of the Trust Committee is granted. The evidence before the Court clearly
demonstrates that Billur cannot serve as Trustee for all three Trusts, at least under current
circumstances. Billur is inherently in a position of conflict, which the Court has noted many
times during this grim dispute. The Court finds that the relationship between the plaintiff and the
defendant family members is so hostile and confrontational as to prevent Billur from being able
to administer the trust in accordance with her fiduciary duties.
1
Plaintiff Zeynep Tekiner (“Zeynep”) filed a separate motion to remove Billur from the trust
committee of the Zeynep Tekiner 2011 Descendants Trust and to appoint an Independent Trust
Committee Member (Mot. Seq. 032), which adopted and relied on the factual recitations and
legal arguments made in support of this motion, without establishing her own factual record. At
oral argument on August 15, 2022, this Court indicated that it would resolve Yasemin’s motion
first and then Zeynep’s motion, if possible (NYSCEF 685 at 90-91 [Tr. of Aug. 15, 2022]).
Although the factual record is slightly different for Zeynep, the trust documents are mostly
identical, and thus the basis for the Court’s decision in this motion equally applies to Zeynep’s
motion, which will be addressed in a separate order.
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The branch of the motion seeking to appoint a new Member to replace Billur, or to permit
Yasemin to do so, is denied as inconsistent with the terms of the Trust Agreement, which gives
Berrin the power of appointment.
BACKGROUND
The Trust is an irrevocable trust created under a trust agreement dated August 1, 2011
(the “Trust Agreement”) (NYSCEF 431 [“Trust Agrmt.”]). Under its terms, Berrin is the
Grantor and sole member of the Protector Committee (see NYSCEF 559 ¶ 4, 14 [“Berrin Aff.”]).
The Trust is a shareholder of, and holds a roughly one-third interest in, the Company Defendants
(see NYSCEF 430 ¶5 [“Yasemin Aff.”]). The Trust is held for the benefit of Yasemin and her
descendants (Trust Agrmt. at Art. 2) and is governed by Delaware Law (id. at Art. 13). Bryn
Mawr is the corporate Trustee of the Yasemin Trust (Berrin Aff. ¶ 14).
The Trust, its distributions, investments, and assets are managed by a Trust
Committee that has “exclusive management authority and responsibility” for, inter alia, the
investments and assets of the Trust (Trust Agrmt. at Art. 15–Art. 16). The Trustee has no
authority to make distributions from the Trust, “except as directed by the Trust Committee” (id.
at Art. 15(A)(1)(a)). Similarly, the Trustee “shall act with respect to the investment of the assets
of the trusts created hereunder only upon the written direction of the Trustee Committee” (id. at
Art. 16(A)(1)). As such, the Trustee cannot take any action relating to distributions or
investments without the Trust Committee (id. at Art. 15–16). The Trust Agreement provides that
the Trust Committee “shall be considered a fiduciary in exercising its functions” (id. at Art.
16(A)(1)). The Trust Agreement provides that “[i]n directing any distribution,” the
Trustee is requested to “give preference to providing for YASEMIN” (id. at 2(D)).
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Yasemin and Billur were named as “initial members of the Trust Committee” (id. at
preamble). Billur serves as the as the “independent member” of the Trust Committee, which is
defined by the Trust Agreement as someone who “shall be a person who has no beneficial
interest whatsoever in such trust, it being the intention of the Grantor to exclude from service as
the independent member of the Trust Committee any person having an actual, potential or
contingent interest in such trust” (id. at Art. 9 (D)(2)).
The Trust Agreement provides Berrin, as sole Protector Committee member, with the
right to remove a Trustee and a member of the Trustee Committee at any time and for any
reason:
EIGHTH: Removal and Replacement of Members of Trust Committee. (A)
Anything in this instrument to the contrary notwithstanding, the Protector
Committee may remove one or more members of the Trust Committee or
designated successor members of the Trust Committee from office at any time
and for any reason and may appoint one or more persons and/or a bank or trust
company (none of whom are the Grantor, YASEMIN or any person and/or entity
related or subordinate to the Grantor or YASEMIN as such terms are defined in
Section 672(c) of the Code) in the place and stead of any removed Trust
Committee member or designated successor Trust Committee member.
(NYSCEF 431, Art. 8(A)(1); Art. 6(A)(1) [Removal and Replacement of Trustees]).
The Trust Agreement also gives Berrin the sole and absolute discretion to appoint
any person to serve as an additional member of the Trust Committee:
NINTH: Appointment of Successor and Additional Members of the Trust
Committee. Subject to the provisions of Article EIGHTH of this instrument:
(A) The Protector Committee or, if no member of the Protector Committee is then
acting, the then serving members of the Trust Committee, in their sole and
absolute discretion, may appoint any person (other than the Grantor), and/or a
bank or trust company to serve as an additional member of the Trust Committee at
any time or from time to time.
(NYSCEF 431, Art. 9(A)(1).
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While the Trust Committee has the sole and absolute discretion to make distributions
under the Trust Agreement, the Trust holds no liquid assets, property, or direct investments
(Berrin Aff. ¶¶6–7). Rather, the Trust’s assets are shares of the privately-owned Defendant
Companies, which were purchased with promissory notes payable to Berrin, secured by each
Trust’s ownership interest in the Companies (id.). Currently, each outstanding promissory note
totals $11 million. There have never been any distributions to any beneficiary of any of the
trusts since they were created in 2011 (id. at ¶7). According to the Affidavit submitted by
Berrin, any distribution would require a vote from the Bremen House board, as the Companies
would need to authorize a distribution, under its bylaws, to the shares held in the Trusts for the
Trusts to have liquid assets to make a distribution to the beneficiaries (see Trust Agrmt. Art. VI).
Because of the outstanding promissory notes, any dividend or distribution to the Trusts would
first go to pay down the promissory notes (Berrin Aff. ¶7). However, the Trusts do receive
distributions from the Companies in order to make minimum interest payments on the
promissory notes as required by the debt instruments (id. ¶8). Furthermore, the practice of the
Companies has been to pay out salaries (and other benefits) in lieu of making distributions to
shareholders (Billur Tr. at 110:2–8).
The Companies’ main business is to invest in, hold and manage real estate located in
New York and Texas (NYSCEF 22 ¶6 [Berrin Aff Jan. 14, 2021]). The Companies hold title to
several residential properties, including those occupied by Yasemin, Gonca, Zeynep, and Berrin,
and the Companies pay for upkeep on these properties (NYSCEF 22 ¶9 [Berrin Aff Jan. 14,
2021]). According to Yasemin, Billur’s mother lives in an apartment owned by the Tekiner
family business under a “sweetheart arrangement” (NYSCEF 548 ¶24 [Second Amended
Complaint (“SAC”)]).
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In 2017, Berrin, as the sole member of the Protector Committee, removed Yasemin from
the Trust Committee. Yasemin was later reinstated in 2019 (Berrin Aff. ¶16).
On December 10, 2020, Yasemin sent Billur, in her role as Trustee, a letter requesting
that she join her in a lawsuit against the Companies due to Yasemin’s concerns that the
Companies were being mismanaged, and the Companies’ denial of Yasemin’s request to access
book and records (NYSCEF 76). After receiving this letter, Billur shared it with Berrin and
Gonca (NYSCEF 169 at 177:9–13 [“Billur Tr.”]). Berrin removed Yasemin from the Trust
Committee, resulting in Billur being the sole member of the Trust Committee (NYSCEF 430 ¶9
[“Yasemin Aff.”]).
On January 3, 2021, Yasemin filed a complaint in this action (NYSCEF 2) and requested
a temporary restraining order and injunctive relief to prevent, among other things, Defendants
from terminating Yasemin as director and officer of the Companies (NYSCEF 5). On January 5,
2021, this Court heard oral argument and denied the request for a temporary restraining order.
That same day, the shareholders of Bremen House (i.e., the Trusts) removed Yasemin as a
Director through a Joint Written Consent of the Shareholders (NYSCEF 28; Billur Tr. at 179:13–
17). The Consent is signed by Berrin and Christina Trust as the corporate Trustee for all three of
the sister’s Trusts (NYSCEF 28). According to the By-laws of Bremen House, “any or all of the
directors may be removed for cause by vote of the shareholders or by action of the Board of
Directors. Directors may be removed without cause only by vote of the shareholders” (NYSCEF
31 § 3.5).
Thereafter, on January 8, 2021, Yasemin was removed as Vice President of Bremen
House by Unanimous Written Consent of the Boards of Directors, being Berrin, Gonca, and
Zeynep (NYSCEF 29). Yasemin was also removed as Treasurer of German News by
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Unanimous Written Consent of the Boards of Directors, being Berrin, Billur, and Gonca
(NYSCEF 30). Zeynep has since alleged that she was coerced by Berrin and Billur to consent to
the firing of Yasemin as Vice President (see NYSCEF 371 ¶6, 100 [Zeynep’s First Amended
Complaint]).
Because Yasemin was removed from her positions at the Companies, Yasemin no longer
received a salary (Yasemin Aff. ¶14). Yasemin sent Billur a letter that same day requesting
distributions from her trust. Billur testified that she did not respond because “we were in
litigation . . . I did not respond because we were already – she was already suing me, the
companies, and her family members” (Billur Tr. at 196:2–13). Billur further testified that
“historically, having never done any distributions, I did not even consider that it would be
appropriate now that were in an active legal suit” (id. at 200:22–25).
* * * *
During the course of this litigation, the Court has observed a wide array of bitter disputes
between and among Berrin, her daughters, and Billur. The operation of the family business has
been characterized by bitterness and strife, with one daughter or another falling in an out of favor
with Berrin over time, and then sometimes back (and forth) again. The Court was sufficiently
concerned by the process involved in removing Yasemin from the board, including with a not so
subtle shove from her “fiduciary” Billur, that it revisited its prior decision and ordered
Yesemin’s reinstatement as a director and employee of defendant corporation (NYSCEF 353
[Apr 18, 2022 Decision and Order]). Although the Court has a strong preference for permitting
private companies to resolve their own internal affairs, this company demonstrated a sufficient
amount of disfunction to require intervention.
657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page
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FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK YASEMIN TEKINER, Index No. 657193/2020 in her individual capacity, as a beneficiary and a Commercial Division Part 3 Trustee of The Yasemin Tekiner 2011 Descendants Trust and derivatively as a holder of Hon. Joel M. Cohen equitable interests in a shareholder or a member of the Company Defendants Motion Seq. No. 24 Plaintiff, NOTICE OF APPEAL -against- BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC., GERMAN NEWS COMPANY, INC., GERMAN NEWS TEXAS, INC., 254-258 W. 35TH ST. LLC, BERRIN TEKINER, GONCA TEKINER, and BILLUR AKIPEK, in her capacity as a Trustee of The Yasemin Tekiner 2011 Descendants Trust, Defendants. ZEYNEP TEKINER, in her individual capacity, as a beneficiary and a Trustee of The Zeynep Tekiner 2011 Descendants Trust and derivatively as a holder of equitable interests in a shareholder or a member of the Company Defendants Intervenor-Plaintiff, -against- 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 24 FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022 PLEASE TAKE NOTICE that defendants Bremen House Inc., German News Company, Inc., and Berrin Tekiner, Gonca Tekiner, and Billur Akipek (the “Defendants”) hereby appeal to the Appellate Division, First Department, from the Order of the Honorable Joel M. Cohen dated October 19, 2022 and entered in the Office of the New York County Clerk on October 20, 2022 (the “Order”) and from each and every part thereof, a true and correct copy of which is attached hereto as Exhibit A. Dated: New York, New York PRYOR CASHMAN LLP November 7, 2022 By: ______________________ Todd E. Soloway Bryan T. Mohler Meghan E. Hill 7 Times Square New York, New York 10036-6569 Tel: (212) 421-4100 Fax: (212) 326-0806 CC: Parker Ibrahim & Berg LLP Scott W. Parker. Esq. Sanjay P. Ibrahim, Esq. 5 Penn Plaza, Suite 2371 New York, New York 10001 Foley Hoag LLP Stephen P. Younger, Esq. 1301 Avenue of the Americas New York, New York 10019 Kahn & Goldberg, LLP Michele Khan, Esq. 555 Fifth Avenue, 14th Floor New York, New York 10017 2 of 24 FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022 Supreme Court of the State of New York Appellate Division: First Judicial Department Informational Statement (Pursuant to 22 NYCRR 1250.3 [a]) - Civil Case Title: Set forth the title of the case as it appears on the summons, notice of petition or order to For Court of Original Instance show cause by which the matter was or is to be commenced, or as amended. 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, Date Notice of Appeal Filed - against - BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC., GERMAN NEWS COMPANY, INC., GERMAN NEWS TEXAS, INC., 254-258 W. 35TH ST. LLC, BERRIN TEKINER, For Appellate Division GONCA TEKINER, and BILLUR AKIPEK, , in her capacity as a Trustee of The Yasemin Tekiner 2011 Descendants Trust Case Type Filing Type Civil Action CPLR article 78 Proceeding Appeal Transferred Proceeding CPLR article 75 Arbitration Special Proceeding Other Original Proceedings CPLR Article 78 Action Commenced under CPLR 214-g Habeas Corpus Proceeding CPLR Article 78 Executive Law § 298 Eminent Domain CPLR 5704 Review Labor Law 220 or 220-b Public Officers Law § 36 Real Property Tax Law § 1278 Nature of Suit: Check up to three of the following categories which best reflect the nature of the case. Administrative Review Business Relationships Commercial Contracts Declaratory Judgment Domestic Relations Election Law Estate Matters Family Court Mortgage Foreclosure Miscellaneous Prisoner Discipline & Parole Real Property Statutory Taxation Torts (other than foreclosure) Informational Statement - Civil 3 of 24 FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022 Appeal Paper Appealed From (Check one only): If an appeal has been taken from more than one order or judgment by the filing of this notice of appeal, please indicate the below information for each such order or judgment appealed from on a separate sheet of paper. Amended Decree Determination Order Resettled Order Amended Judgement Finding Order & Judgment Ruling Amended Order Interlocutory Decree Partial Decree Other (specify): Decision Interlocutory Judgment Resettled Decree Decree Judgment Resettled Judgment Court: Supreme Court County: New York Dated: 10/19/2022 Entered: 10/19/2022 Judge (name in full): HON. JOEL M. COHEN Index No.: 657193/2020 Stage: Interlocutory Final Post-Final Trial: Yes No If Yes: Jury Non-Jury Prior Unperfected Appeal and Related Case Information Are any appeals arising in the same action or proceeding currently pending in the court? Yes No If Yes, please set forth the Appellate Division Case Number assigned to each such appeal. Where appropriate, indicate whether there is any related action or proceeding now in any court of this or any other jurisdiction, and if so, the status of the case: Original Proceeding Commenced by: Order to Show Cause Notice of Petition Writ of Habeas Corpus Date Filed: 12/21/2020 Statute authorizing commencement of proceeding in the Appellate Division: Proceeding Transferred Pursuant to CPLR 7804(g) Court: Choose Court County: Choose County Judge (name in full): Order of Transfer Date: CPLR 5704 Review of Ex Parte Order: Court: Choose Court County: Choose County Judge (name in full): Dated: Description of Appeal, Proceeding or Application and Statement of Issues Description: If an appeal, briefly describe the paper appealed from. If the appeal is from an order, specify the relief requested and whether the motion was granted or denied. If an original proceeding commenced in this court or transferred pursuant to CPLR 7804(g), briefly describe the object of proceeding. If an application under CPLR 5704, briefly describe the nature of the ex parte order to be reviewed. Decision and Order granting Plaintiff's motion in part: Removing individual Defendant Billur Akipek as a Member of the Trust Committee of the Yasemin Tekiner 2011 Descendants Trust, to be replaced by individual Defendant Berrin Tekiner Informational Statement - Civil 4 of 24 FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022 Issues: Specify the issues proposed to be raised on the appeal, proceeding, or application for CPLR 5704 review, the grounds for reversal, or modification to be advanced and the specific relief sought on appeal. Under Deleware law, the Court exceeded its power to remove indiviudal Defendant Billur Akipek. Party Information Instructions: Fill in the name of each party to the action or proceeding, one name per line. If this form is to be filed for an appeal, indicate the status of the party in the court of original instance and his, her, or its status in this court, if any. If this form is to be filed for a proceeding commenced in this court, fill in only the party’s name and his, her, or its status in this court. No. Party Name Original Status Appellate Division Status 1 YASEMIN TEKINER Plaintiff 2 ZEYNEP TEKINER Intervenor 3 BREMEN HOUSE INC. Defendant 4 GERMAN NEWS COMPANY, INC. Defendant 5 BERRIN TEKINER Defendant 6 GONCA TEKINER Defendant 7 BILLUR AKIPEK Defendant 8 9 10 11 12 13 14 15 16 17 18 19 20 Informational Statement - Civil 5 of 24 FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022 Attorney Information Instructions: Fill in the names of the attorneys or firms for the respective parties. If this form is to be filed with the notice of petition or order to show cause by which a special proceeding is to be commenced in the Appellate Division, only the name of the attorney for the petitioner need be provided. In the event that a litigant represents herself or himself, the box marked “Pro Se” must be checked and the appropriate information for that litigant must be supplied in the spaces provided. Attorney/Firm Name: Scott W. Parker/Parker Ibrahim & Berg LLP Address: 5 Penn Plaza, Suite 2371 City: New York State: NY Zip: 10001 Telephone No: E-mail Address: Scott.Parker@piblaw.com Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice Party or Parties Represented (set forth party number(s) from table above): 1 Attorney/Firm Name: Stephen P. Younger/Foley Hoag LLP Address: 1301 6th Ave City: New York State: NY Zip: 10019 Telephone No: E-mail Address: spyounger@foleyhoag.com Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice Party or Parties Represented (set forth party number(s) from table above): 1 Attorney/Firm Name: Michele Kahn/Kahn & Goldberg, LLP Address: 555 Fifth Avenue, 14th Floor City: New York State: NY Zip: 10017 Telephone No: E-mail Address: mk@kahngoldberg.com Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice Party or Parties Represented (set forth party number(s) from table above): 2 Attorney/Firm Name: Todd E. Soloway/Pryor Cashman LLP Address: 7 Times Sq, 40th Floor City: New York State: NY Zip: 10036 Telephone No: E-mail Address: TSoloway@PRYORCASHMAN.com Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice Party or Parties Represented (set forth party number(s) from table above): 3, 4, 5, 6, 7 Attorney/Firm Name: Address: City: State: Zip: Telephone No: E-mail Address: Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice Party or Parties Represented (set forth party number(s) from table above): Attorney/Firm Name: Address: City: State: Zip: Telephone No: E-mail Address: Attorney Type: Retained Assigned Government Pro Se Pro Hac Vice Party or Parties Represented (set forth party number(s) from table above): Informational Statement - Civil 6 of 24 FILED: NEW YORK COUNTY CLERK 11/07/2022 05:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 850 RECEIVED NYSCEF: 11/10/2022 EXHIBIT A 7 of 24 FILED: FILED: NEW NEW YORK YORK COUNTY COUNTY CLERK CLERK 10/20/2022 11/07/2022 10:34 05:20 AM PM INDEX INDEX NO. NO. 657193/2020 657193/2020 NYSCEF DOC. NO. 799 850 RECEIVED NYSCEF: 10/19/2022 11/10/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 03M ----------------------------------------------------------------------------------- X YASEMIN TEKINER, INDEX NO. 657193/2020 Plaintiff, MOTION DATE N/A -v- MOTION SEQ. NO. 024 BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC., GERMAN NEWS COMPANY, INC., GERMAN NEWS TEXAS, INC.,254-258 W. 35TH ST. LLC, BERRIN DECISION + ORDER ON TEKINER, GONCA TEKINER, BILLUR AKIPEK, ZEYNEP MOTION TEKINER, Defendants. ----------------------------------------------------------------------------------- X HON. JOEL M. COHEN: The following e-filed documents, listed by NYSCEF document number (Motion 024) 421, 422, 423, 424, 425, 426, 427, 428, 429, 430, 431, 432, 433, 434, 435, 460, 554, 555, 556, 557, 558, 559, 560, 561, 562, 563, 564, 565, 566, 567, 568, 569, 570, 604, 605, 606, 607, 608, 609, 610, 611, 612, 613 were read on this motion to REMOVE AND APPOINT TRUSTEE . This case involves a family-owned business that is riven with bitter internecine disputes. The current protagonists are Berrin Tekiner (“Berrin”) and her daughter Gonca Tekiner (“Gonca”), on one side, and Berrin’s other daughters Yasemin Tekiner (“Yasemin”) and Zenyep Tekiner (“Zeynep”) on the other side, though the factional configurations have varied over time. Caught in between is Billur Apitek (“Billur”), Berrin’s long-time trusted employee, who is in the unenviable position of serving simultaneously as the sole “independent” trustee in separate trusts created for each of the warring sisters as they battle with and among each other and with Berrin, including in this litigation, for access to and the fruits of the family business. Each trust owns roughly a one-third interest in Bremen House Inc., Bremen House Texas, Inc., German News Co., Inc., and German News Texas, Inc. (collectively, the “Company Defendants”). While this arrangement may have worked for many years, the events leading up 657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page 1 of 17 Motion No. 024 1 8 of 17 24 FILED: FILED: NEW NEW YORK YORK COUNTY COUNTY CLERK CLERK 10/20/2022 11/07/2022 10:34 05:20 AM PM INDEX INDEX NO. NO. 657193/2020 657193/2020 NYSCEF DOC. NO. 799 850 RECEIVED NYSCEF: 10/19/2022 11/10/2022 to this lawsuit, and the lawsuit itself, has placed Billur in the middle of a family feud where clear lines have been drawn. Yasemin now moves to remove Billur as a Member of the Trust Committee for the Yasemin Tekiner 2011 Descendants Trust (the “Trust”) and to appoint an independent replacement member.1 According to Yasemin, Billur’s removal is imperative for at least three reasons: 1) Billur has breached her fiduciary duties to Yasemin, and is in an inherently conflicted position; 2) under 12 Del. C. § 3327(3), based on the substantial change in circumstance created by this lawsuit; and 3) under 12 Del. C. § 3327(3), based on the “hostility” between Billur and Yasemin, which makes it impossible for Billur to properly perform her duties as the independent member of the Trust Committee. For the reasons stated below, the branch of Yasemin’s motion seeking to remove Billur as a Member of the Trust Committee is granted. The evidence before the Court clearly demonstrates that Billur cannot serve as Trustee for all three Trusts, at least under current circumstances. Billur is inherently in a position of conflict, which the Court has noted many times during this grim dispute. The Court finds that the relationship between the plaintiff and the defendant family members is so hostile and confrontational as to prevent Billur from being able to administer the trust in accordance with her fiduciary duties. 1 Plaintiff Zeynep Tekiner (“Zeynep”) filed a separate motion to remove Billur from the trust committee of the Zeynep Tekiner 2011 Descendants Trust and to appoint an Independent Trust Committee Member (Mot. Seq. 032), which adopted and relied on the factual recitations and legal arguments made in support of this motion, without establishing her own factual record. At oral argument on August 15, 2022, this Court indicated that it would resolve Yasemin’s motion first and then Zeynep’s motion, if possible (NYSCEF 685 at 90-91 [Tr. of Aug. 15, 2022]). Although the factual record is slightly different for Zeynep, the trust documents are mostly identical, and thus the basis for the Court’s decision in this motion equally applies to Zeynep’s motion, which will be addressed in a separate order. 657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page 2 of 17 Motion No. 024 2 9 of 17 24 FILED: FILED: NEW NEW YORK YORK COUNTY COUNTY CLERK CLERK 10/20/2022 11/07/2022 10:34 05:20 AM PM INDEX INDEX NO. NO. 657193/2020 657193/2020 NYSCEF DOC. NO. 799 850 RECEIVED NYSCEF: 10/19/2022 11/10/2022 The branch of the motion seeking to appoint a new Member to replace Billur, or to permit Yasemin to do so, is denied as inconsistent with the terms of the Trust Agreement, which gives Berrin the power of appointment. BACKGROUND The Trust is an irrevocable trust created under a trust agreement dated August 1, 2011 (the “Trust Agreement”) (NYSCEF 431 [“Trust Agrmt.”]). Under its terms, Berrin is the Grantor and sole member of the Protector Committee (see NYSCEF 559 ¶ 4, 14 [“Berrin Aff.”]). The Trust is a shareholder of, and holds a roughly one-third interest in, the Company Defendants (see NYSCEF 430 ¶5 [“Yasemin Aff.”]). The Trust is held for the benefit of Yasemin and her descendants (Trust Agrmt. at Art. 2) and is governed by Delaware Law (id. at Art. 13). Bryn Mawr is the corporate Trustee of the Yasemin Trust (Berrin Aff. ¶ 14). The Trust, its distributions, investments, and assets are managed by a Trust Committee that has “exclusive management authority and responsibility” for, inter alia, the investments and assets of the Trust (Trust Agrmt. at Art. 15–Art. 16). The Trustee has no authority to make distributions from the Trust, “except as directed by the Trust Committee” (id. at Art. 15(A)(1)(a)). Similarly, the Trustee “shall act with respect to the investment of the assets of the trusts created hereunder only upon the written direction of the Trustee Committee” (id. at Art. 16(A)(1)). As such, the Trustee cannot take any action relating to distributions or investments without the Trust Committee (id. at Art. 15–16). The Trust Agreement provides that the Trust Committee “shall be considered a fiduciary in exercising its functions” (id. at Art. 16(A)(1)). The Trust Agreement provides that “[i]n directing any distribution,” the Trustee is requested to “give preference to providing for YASEMIN” (id. at 2(D)). 657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page 3 of 17 Motion No. 024 3 10 of of 17 24 FILED: FILED: NEW NEW YORK YORK COUNTY COUNTY CLERK CLERK 10/20/2022 11/07/2022 10:34 05:20 AM PM INDEX INDEX NO. NO. 657193/2020 657193/2020 NYSCEF DOC. NO. 799 850 RECEIVED NYSCEF: 10/19/2022 11/10/2022 Yasemin and Billur were named as “initial members of the Trust Committee” (id. at preamble). Billur serves as the as the “independent member” of the Trust Committee, which is defined by the Trust Agreement as someone who “shall be a person who has no beneficial interest whatsoever in such trust, it being the intention of the Grantor to exclude from service as the independent member of the Trust Committee any person having an actual, potential or contingent interest in such trust” (id. at Art. 9 (D)(2)). The Trust Agreement provides Berrin, as sole Protector Committee member, with the right to remove a Trustee and a member of the Trustee Committee at any time and for any reason: EIGHTH: Removal and Replacement of Members of Trust Committee. (A) Anything in this instrument to the contrary notwithstanding, the Protector Committee may remove one or more members of the Trust Committee or designated successor members of the Trust Committee from office at any time and for any reason and may appoint one or more persons and/or a bank or trust company (none of whom are the Grantor, YASEMIN or any person and/or entity related or subordinate to the Grantor or YASEMIN as such terms are defined in Section 672(c) of the Code) in the place and stead of any removed Trust Committee member or designated successor Trust Committee member. (NYSCEF 431, Art. 8(A)(1); Art. 6(A)(1) [Removal and Replacement of Trustees]). The Trust Agreement also gives Berrin the sole and absolute discretion to appoint any person to serve as an additional member of the Trust Committee: NINTH: Appointment of Successor and Additional Members of the Trust Committee. Subject to the provisions of Article EIGHTH of this instrument: (A) The Protector Committee or, if no member of the Protector Committee is then acting, the then serving members of the Trust Committee, in their sole and absolute discretion, may appoint any person (other than the Grantor), and/or a bank or trust company to serve as an additional member of the Trust Committee at any time or from time to time. (NYSCEF 431, Art. 9(A)(1). 657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page 4 of 17 Motion No. 024 4 11 of of 17 24 FILED: FILED: NEW NEW YORK YORK COUNTY COUNTY CLERK CLERK 10/20/2022 11/07/2022 10:34 05:20 AM PM INDEX INDEX NO. NO. 657193/2020 657193/2020 NYSCEF DOC. NO. 799 850 RECEIVED NYSCEF: 10/19/2022 11/10/2022 While the Trust Committee has the sole and absolute discretion to make distributions under the Trust Agreement, the Trust holds no liquid assets, property, or direct investments (Berrin Aff. ¶¶6–7). Rather, the Trust’s assets are shares of the privately-owned Defendant Companies, which were purchased with promissory notes payable to Berrin, secured by each Trust’s ownership interest in the Companies (id.). Currently, each outstanding promissory note totals $11 million. There have never been any distributions to any beneficiary of any of the trusts since they were created in 2011 (id. at ¶7). According to the Affidavit submitted by Berrin, any distribution would require a vote from the Bremen House board, as the Companies would need to authorize a distribution, under its bylaws, to the shares held in the Trusts for the Trusts to have liquid assets to make a distribution to the beneficiaries (see Trust Agrmt. Art. VI). Because of the outstanding promissory notes, any dividend or distribution to the Trusts would first go to pay down the promissory notes (Berrin Aff. ¶7). However, the Trusts do receive distributions from the Companies in order to make minimum interest payments on the promissory notes as required by the debt instruments (id. ¶8). Furthermore, the practice of the Companies has been to pay out salaries (and other benefits) in lieu of making distributions to shareholders (Billur Tr. at 110:2–8). The Companies’ main business is to invest in, hold and manage real estate located in New York and Texas (NYSCEF 22 ¶6 [Berrin Aff Jan. 14, 2021]). The Companies hold title to several residential properties, including those occupied by Yasemin, Gonca, Zeynep, and Berrin, and the Companies pay for upkeep on these properties (NYSCEF 22 ¶9 [Berrin Aff Jan. 14, 2021]). According to Yasemin, Billur’s mother lives in an apartment owned by the Tekiner family business under a “sweetheart arrangement” (NYSCEF 548 ¶24 [Second Amended Complaint (“SAC”)]). 657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page 5 of 17 Motion No. 024 5 12 of of 17 24 FILED: FILED: NEW NEW YORK YORK COUNTY COUNTY CLERK CLERK 10/20/2022 11/07/2022 10:34 05:20 AM PM INDEX INDEX NO. NO. 657193/2020 657193/2020 NYSCEF DOC. NO. 799 850 RECEIVED NYSCEF: 10/19/2022 11/10/2022 In 2017, Berrin, as the sole member of the Protector Committee, removed Yasemin from the Trust Committee. Yasemin was later reinstated in 2019 (Berrin Aff. ¶16). On December 10, 2020, Yasemin sent Billur, in her role as Trustee, a letter requesting that she join her in a lawsuit against the Companies due to Yasemin’s concerns that the Companies were being mismanaged, and the Companies’ denial of Yasemin’s request to access book and records (NYSCEF 76). After receiving this letter, Billur shared it with Berrin and Gonca (NYSCEF 169 at 177:9–13 [“Billur Tr.”]). Berrin removed Yasemin from the Trust Committee, resulting in Billur being the sole member of the Trust Committee (NYSCEF 430 ¶9 [“Yasemin Aff.”]). On January 3, 2021, Yasemin filed a complaint in this action (NYSCEF 2) and requested a temporary restraining order and injunctive relief to prevent, among other things, Defendants from terminating Yasemin as director and officer of the Companies (NYSCEF 5). On January 5, 2021, this Court heard oral argument and denied the request for a temporary restraining order. That same day, the shareholders of Bremen House (i.e., the Trusts) removed Yasemin as a Director through a Joint Written Consent of the Shareholders (NYSCEF 28; Billur Tr. at 179:13– 17). The Consent is signed by Berrin and Christina Trust as the corporate Trustee for all three of the sister’s Trusts (NYSCEF 28). According to the By-laws of Bremen House, “any or all of the directors may be removed for cause by vote of the shareholders or by action of the Board of Directors. Directors may be removed without cause only by vote of the shareholders” (NYSCEF 31 § 3.5). Thereafter, on January 8, 2021, Yasemin was removed as Vice President of Bremen House by Unanimous Written Consent of the Boards of Directors, being Berrin, Gonca, and Zeynep (NYSCEF 29). Yasemin was also removed as Treasurer of German News by 657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page 6 of 17 Motion No. 024 6 13 of of 17 24 FILED: FILED: NEW NEW YORK YORK COUNTY COUNTY CLERK CLERK 10/20/2022 11/07/2022 10:34 05:20 AM PM INDEX INDEX NO. NO. 657193/2020 657193/2020 NYSCEF DOC. NO. 799 850 RECEIVED NYSCEF: 10/19/2022 11/10/2022 Unanimous Written Consent of the Boards of Directors, being Berrin, Billur, and Gonca (NYSCEF 30). Zeynep has since alleged that she was coerced by Berrin and Billur to consent to the firing of Yasemin as Vice President (see NYSCEF 371 ¶6, 100 [Zeynep’s First Amended Complaint]). Because Yasemin was removed from her positions at the Companies, Yasemin no longer received a salary (Yasemin Aff. ¶14). Yasemin sent Billur a letter that same day requesting distributions from her trust. Billur testified that she did not respond because “we were in litigation . . . I did not respond because we were already – she was already suing me, the companies, and her family members” (Billur Tr. at 196:2–13). Billur further testified that “historically, having never done any distributions, I did not even consider that it would be appropriate now that were in an active legal suit” (id. at 200:22–25). * * * * During the course of this litigation, the Court has observed a wide array of bitter disputes between and among Berrin, her daughters, and Billur. The operation of the family business has been characterized by bitterness and strife, with one daughter or another falling in an out of favor with Berrin over time, and then sometimes back (and forth) again. The Court was sufficiently concerned by the process involved in removing Yasemin from the board, including with a not so subtle shove from her “fiduciary” Billur, that it revisited its prior decision and ordered Yesemin’s reinstatement as a director and employee of defendant corporation (NYSCEF 353 [Apr 18, 2022 Decision and Order]). Although the Court has a strong preference for permitting private companies to resolve their own internal affairs, this company demonstrated a sufficient amount of disfunction to require intervention. 657193/2020 TEKINER, YASEMIN vs. BREMEN HOUSE INC. Page