Preview
FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022
From:
>>
Date: Mon, Oct 15, 2012 at 11:19 AM
Subject: We are fucked
To: Jas email
>>
Not to ruin your day but we totally fucked up (20 years ago before u and I came into this office) and our
attorneys fucked up along the way.
We did not register in the state of tx. See below. I had my endoscopy this morning and feel like shit (but
no cancer) and I'm now running to the office to take a call w fisher and deal w this. Will talk to fisher at 4
and let you know. I have to ayikla this turkish way mess and yuksel is on vacation.
Anyway-
Don't want to ruin your day and don't call the office now because at the present time no one knows
anything and my mom billur and I will fret about until 4pm.
How could they not have registered to do business in the state of texas???????? How could our lawyers,
aydin at the time when we refinanced, and everyone else not have advised us???
What the fuck?? I am so upset and pissed and scared.
Will let u know
Sent via BlackBerry by AT&T
-----Original Message-----
From: James Fisher
>>
Date: Mon, 15 Oct 2012 12:47:55
To:
gonjahartmann@gmail.com>>
Subject: RE: Status
Ms. Hartmann,
I have received the check. It is in our safe. I have scheduled an appointment with Mike Harrison, the
Trustee of Harrison Real Estate Retirement Plan, to deliver the check to him tomorrow at 12:30 p.m.
Now I must bring to your attention a serious issue. Based on public records, it appears that German
News Company, Inc. has never registered to do business in the State of Texas. Attached to this email are
five sections of the Texas Business Organizations Code that relate to the duty of foreign corporations,
that are transacting business in Texas, to register in this state, and the consequences of failure to
register. These are not the only relevant laws, but they establish the duty to register and the most
serious consequences of failing to register.
TEKINER00126501
FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022
The first attachment, Section 9.001, states that foreign corporations that wish to transact business in the
State of Texas must register with the Secretary of State of Texas and must maintain their registration
while transacting business in the State of Texas.
The second attachment, Section 9.051, states that a foreign corporation "may not maintain an action,
suit, or proceeding in a court of this state . . . on a cause of action that arises out of the transaction of
business in this state unless the foreign entity is registered in accordance with this chapter."
The third attachment, Section 9.052, states that foreign corporations that transact business in the State
of Texas without having registered as required by law are liable to pay a civil penalty equal to all fees
and taxes that would have been imposed by law on the entity had the entity registered when first
required and filed all reports required by law, and penalties and interest imposed by law for failure to
pay those fees and taxes.
The fourth attachment, Section 9.054, states that the Secretary of State may assess a "late filing fee" if a
foreign corporation has transacted business in the State of Texas for more than ninety days without
registering as required by law. Moreover, the Secretary of State may condition the effectiveness of a
registration on payment of the late filing fee. The late filing fee is the registration fee times the number
of calendar years that the foreign corporation transacted business in the State of Texas without being
registered.
The fifth attachment, Section 9.251, contains a list of activities that do NOT constitute transacting
business in the State of Texas. The list includes "owning, without more, real or personal property in this
state." The problem is that German News Company, Inc. has not merely owned property in Texas; it also
has developed and leased that property for profit, as I understand the facts. If my understanding of the
facts is correct, then in my legal opinion, German News Company, Inc. has been "transacting business"
in this state.
If I am correct that German News Company, Inc. has been transacting business in this state, and that it
has not registered as required by law, then German News Company, Inc. may not maintain any legal
proceeding in this state on a cause of action that arises out of the business transacted in this state. That
may mean that German News Company, Inc. may not maintain an action to recover the excess proceeds
from the foreclosure sale.
Obviously, this issue needs to be addressed immediately. In order to recover the $488,210.61 in excess
proceeds now being held by the District Clerk of Dallas County, it may be necessary for German News
Company, Inc. to register with the Secretary of State. In so doing, German News Company, Inc. may well
incur civil penalties and a late filing fee as described in Sections 9.042 and 9.054.
I suggest that we talk on the phone after you have digested this and examined the attachments.
Jim
James Austin Fisher
FISHER HOLMES & WELCH
(A Professional Corporation)
2800 Lincoln Plaza
TEKINER00126502
FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022
500 North Akard Street
Dallas, Texas 75201
telephone: 214.661.9400
telecopier: 214.661.9404
www.fisherholmeswelch.com>
Confidentiality Notice: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§
2510-2521, and is legally privileged. Unauthorized viewing, use, disclosure, or distribution is strictly
prohibited. If you are not an intended reciptient (identified by name above), please notify the sender of
your receipt hereof by calling him at 214.661.9400, or by replying to this email, and immediately destroy
this message and all copies hereof. Thank you.
-----Original Message-----
From:
gonjahartmann@gmail.com>
[mailto:gonjahartmann@gmail.com]
Sent: Saturday, October 13, 2012 11:05 AM
To: James Fisher
Cc: Jas email; Billur email; KARTAL1981; Berrin Tekiner; Steven Levine
Subject: Re: Status
Mr. Fisher,
I feel that it would be better if you handle the matter of outstanding taxes, despite the low amount. Our
bookkeeper is away and I want to be completely certain that the amount and procedure is properly
recorded, reflected etc. So I would appreciate it if you could look into the matter as time is of the
essence.
Best
Gonja Tekiner Hartmann
Sent via BlackBerry by AT&T
-----Original Message-----
From: James Fisher
>>
Date: Fri, 12 Oct 2012 17:35:41
To:
gonjahartmann@gmail.com>>
Subject: RE: Status
Ms. Hartmann,
Having an unresolved claim by any of the taxing authorities will complicate the proceeding that we are
TEKINER00126503
FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022
about to commence to recover the excess proceeds. In that proceeding, the court will be required to
pay to the taxing authorities (and not to your company) any outstanding amounts of taxes, penalties, or
interest due, so the court will have to make a determination whether any such amounts are due and, if
so, how much.
If you think the charge is a mistake and you can get it removed quickly, you should do so, but the
important thing is for it to be resolved before the hearing on our petition to recover the excess
proceeds. The hearing probably will take place around two months from now (unless there are
complications such as competing claims by taxing authorities).
Given the amount involved, it makes no sense for you to pay me to deal with the taxing authorities.
Best regards,
Jim
James Austin Fisher
FISHER HOLMES & WELCH
(A Professional Corporation)
2800 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201
telephone: 214.661.9400
telecopier: 214.661.9404
www.fisherholmeswelch.com>
Confidentiality Notice: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§
2510-2521, and is legally privileged. Unauthorized viewing, use, disclosure, or distribution is strictly
prohibited. If you are not an intended reciptient (identified by name above), please notify the sender of
your receipt hereof by calling him at 214.661.9400, or by replying to this email, and immediately destroy
this message and all copies hereof. Thank you.
-----Original Message-----
From:
gonjahartmann@gmail.com>
[mailto:gonjahartmann@gmail.com]
Sent: Friday, October 12, 2012 3:20 PM
To: James Fisher
Subject: Re: Status
Mr. Fisher,
I have sent the check to you but have one tax matter which has just been brought to my attention that I
TEKINER00126504
FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022
need to discuss with you. It appears that we have an outstanding balance of 872.54 on the Dallas County
Tax Office web site. It would seem that this is a penalty on a penalty. Please call me and let me know
how to proceed.
Best,
Gonja Tekiner Hartmann
Sent via BlackBerry by AT&T
-----Original Message-----
From: James Fisher
>>
Date: Thu, 11 Oct 2012 15:46:11
To:
gonjahartmann@gmail.com>>
Subject: RE: Status
Ms. Hartmann,
The purchaser of the property has not reported any additional costs, so the amount that must be
tendered (unless more costs are hereafter reported) is:
500,000.00 + 20.00 + 66,015.28 = 566,035.28
566,035.28 x 1.25 = 707,544.10
Please send to me a certified check, in the amount of $707,544.10, payable to the order of "Harrison
Real Estate Retirement Plan." I am trying to arrange for the redemption to take place on Tuesday,
October 16, so I need to receive the check no later than Monday, October 15. If this is a problem, please
let me know this week.
With regard to the excess proceeds of the foreclosure sale, I have drafted a petition to recover them.
Attached to this email is a draft ("DRAFT # 1") of the petition. Please let me know if you see any error or
if you would like me to make any revision. If you find it to be acceptable, I plan to file it next week.
Best regards,
Jim
James Austin Fisher
FISHER HOLMES & WELCH
(A Professional Corporation)
2800 Lincoln Plaza
500 North Akard Street
TEKINER00126505
FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022
Dallas, Texas 75201
telephone: 214.661.9400
telecopier: 214.661.9404
www.fisherholmeswelch.com>
Confidentiality Notice: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§
2510-2521, and is legally privileged. Unauthorized viewing, use, disclosure, or distribution is strictly
prohibited. If you are not an intended reciptient (identified by name above), please notify the sender of
your receipt hereof by calling him at 214.661.9400, or by replying to this email, and immediately destroy
this message and all copies hereof. Thank you.
-----Original Message-----
From:
gonjahartmann@gmail.com>
[mailto:gonjahartmann@gmail.com]
Sent: Thursday, October 11, 2012 2:23 PM
To: James Fisher
Subject: Status
Mr. Fisher,
Would you please let me know what the current status is and if there is anything further that I need to
do.
Best,
Gonja Tekiner Hartmann
Sent via BlackBerry by AT&T
TEKINER00126506
Preview
FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022 From: >> Date: Mon, Oct 15, 2012 at 11:19 AM Subject: We are fucked To: Jas email >> Not to ruin your day but we totally fucked up (20 years ago before u and I came into this office) and our attorneys fucked up along the way. We did not register in the state of tx. See below. I had my endoscopy this morning and feel like shit (but no cancer) and I'm now running to the office to take a call w fisher and deal w this. Will talk to fisher at 4 and let you know. I have to ayikla this turkish way mess and yuksel is on vacation. Anyway- Don't want to ruin your day and don't call the office now because at the present time no one knows anything and my mom billur and I will fret about until 4pm. How could they not have registered to do business in the state of texas???????? How could our lawyers, aydin at the time when we refinanced, and everyone else not have advised us??? What the fuck?? I am so upset and pissed and scared. Will let u know Sent via BlackBerry by AT&T -----Original Message----- From: James Fisher >> Date: Mon, 15 Oct 2012 12:47:55 To: gonjahartmann@gmail.com>> Subject: RE: Status Ms. Hartmann, I have received the check. It is in our safe. I have scheduled an appointment with Mike Harrison, the Trustee of Harrison Real Estate Retirement Plan, to deliver the check to him tomorrow at 12:30 p.m. Now I must bring to your attention a serious issue. Based on public records, it appears that German News Company, Inc. has never registered to do business in the State of Texas. Attached to this email are five sections of the Texas Business Organizations Code that relate to the duty of foreign corporations, that are transacting business in Texas, to register in this state, and the consequences of failure to register. These are not the only relevant laws, but they establish the duty to register and the most serious consequences of failing to register. TEKINER00126501 FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022 The first attachment, Section 9.001, states that foreign corporations that wish to transact business in the State of Texas must register with the Secretary of State of Texas and must maintain their registration while transacting business in the State of Texas. The second attachment, Section 9.051, states that a foreign corporation "may not maintain an action, suit, or proceeding in a court of this state . . . on a cause of action that arises out of the transaction of business in this state unless the foreign entity is registered in accordance with this chapter." The third attachment, Section 9.052, states that foreign corporations that transact business in the State of Texas without having registered as required by law are liable to pay a civil penalty equal to all fees and taxes that would have been imposed by law on the entity had the entity registered when first required and filed all reports required by law, and penalties and interest imposed by law for failure to pay those fees and taxes. The fourth attachment, Section 9.054, states that the Secretary of State may assess a "late filing fee" if a foreign corporation has transacted business in the State of Texas for more than ninety days without registering as required by law. Moreover, the Secretary of State may condition the effectiveness of a registration on payment of the late filing fee. The late filing fee is the registration fee times the number of calendar years that the foreign corporation transacted business in the State of Texas without being registered. The fifth attachment, Section 9.251, contains a list of activities that do NOT constitute transacting business in the State of Texas. The list includes "owning, without more, real or personal property in this state." The problem is that German News Company, Inc. has not merely owned property in Texas; it also has developed and leased that property for profit, as I understand the facts. If my understanding of the facts is correct, then in my legal opinion, German News Company, Inc. has been "transacting business" in this state. If I am correct that German News Company, Inc. has been transacting business in this state, and that it has not registered as required by law, then German News Company, Inc. may not maintain any legal proceeding in this state on a cause of action that arises out of the business transacted in this state. That may mean that German News Company, Inc. may not maintain an action to recover the excess proceeds from the foreclosure sale. Obviously, this issue needs to be addressed immediately. In order to recover the $488,210.61 in excess proceeds now being held by the District Clerk of Dallas County, it may be necessary for German News Company, Inc. to register with the Secretary of State. In so doing, German News Company, Inc. may well incur civil penalties and a late filing fee as described in Sections 9.042 and 9.054. I suggest that we talk on the phone after you have digested this and examined the attachments. Jim James Austin Fisher FISHER HOLMES & WELCH (A Professional Corporation) 2800 Lincoln Plaza TEKINER00126502 FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022 500 North Akard Street Dallas, Texas 75201 telephone: 214.661.9400 telecopier: 214.661.9404 www.fisherholmeswelch.com> Confidentiality Notice: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, and is legally privileged. Unauthorized viewing, use, disclosure, or distribution is strictly prohibited. If you are not an intended reciptient (identified by name above), please notify the sender of your receipt hereof by calling him at 214.661.9400, or by replying to this email, and immediately destroy this message and all copies hereof. Thank you. -----Original Message----- From: gonjahartmann@gmail.com> [mailto:gonjahartmann@gmail.com] Sent: Saturday, October 13, 2012 11:05 AM To: James Fisher Cc: Jas email; Billur email; KARTAL1981; Berrin Tekiner; Steven Levine Subject: Re: Status Mr. Fisher, I feel that it would be better if you handle the matter of outstanding taxes, despite the low amount. Our bookkeeper is away and I want to be completely certain that the amount and procedure is properly recorded, reflected etc. So I would appreciate it if you could look into the matter as time is of the essence. Best Gonja Tekiner Hartmann Sent via BlackBerry by AT&T -----Original Message----- From: James Fisher >> Date: Fri, 12 Oct 2012 17:35:41 To: gonjahartmann@gmail.com>> Subject: RE: Status Ms. Hartmann, Having an unresolved claim by any of the taxing authorities will complicate the proceeding that we are TEKINER00126503 FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022 about to commence to recover the excess proceeds. In that proceeding, the court will be required to pay to the taxing authorities (and not to your company) any outstanding amounts of taxes, penalties, or interest due, so the court will have to make a determination whether any such amounts are due and, if so, how much. If you think the charge is a mistake and you can get it removed quickly, you should do so, but the important thing is for it to be resolved before the hearing on our petition to recover the excess proceeds. The hearing probably will take place around two months from now (unless there are complications such as competing claims by taxing authorities). Given the amount involved, it makes no sense for you to pay me to deal with the taxing authorities. Best regards, Jim James Austin Fisher FISHER HOLMES & WELCH (A Professional Corporation) 2800 Lincoln Plaza 500 North Akard Street Dallas, Texas 75201 telephone: 214.661.9400 telecopier: 214.661.9404 www.fisherholmeswelch.com> Confidentiality Notice: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, and is legally privileged. Unauthorized viewing, use, disclosure, or distribution is strictly prohibited. If you are not an intended reciptient (identified by name above), please notify the sender of your receipt hereof by calling him at 214.661.9400, or by replying to this email, and immediately destroy this message and all copies hereof. Thank you. -----Original Message----- From: gonjahartmann@gmail.com> [mailto:gonjahartmann@gmail.com] Sent: Friday, October 12, 2012 3:20 PM To: James Fisher Subject: Re: Status Mr. Fisher, I have sent the check to you but have one tax matter which has just been brought to my attention that I TEKINER00126504 FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022 need to discuss with you. It appears that we have an outstanding balance of 872.54 on the Dallas County Tax Office web site. It would seem that this is a penalty on a penalty. Please call me and let me know how to proceed. Best, Gonja Tekiner Hartmann Sent via BlackBerry by AT&T -----Original Message----- From: James Fisher >> Date: Thu, 11 Oct 2012 15:46:11 To: gonjahartmann@gmail.com>> Subject: RE: Status Ms. Hartmann, The purchaser of the property has not reported any additional costs, so the amount that must be tendered (unless more costs are hereafter reported) is: 500,000.00 + 20.00 + 66,015.28 = 566,035.28 566,035.28 x 1.25 = 707,544.10 Please send to me a certified check, in the amount of $707,544.10, payable to the order of "Harrison Real Estate Retirement Plan." I am trying to arrange for the redemption to take place on Tuesday, October 16, so I need to receive the check no later than Monday, October 15. If this is a problem, please let me know this week. With regard to the excess proceeds of the foreclosure sale, I have drafted a petition to recover them. Attached to this email is a draft ("DRAFT # 1") of the petition. Please let me know if you see any error or if you would like me to make any revision. If you find it to be acceptable, I plan to file it next week. Best regards, Jim James Austin Fisher FISHER HOLMES & WELCH (A Professional Corporation) 2800 Lincoln Plaza 500 North Akard Street TEKINER00126505 FILED: NEW YORK COUNTY CLERK 12/15/2022 01:45 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 927 RECEIVED NYSCEF: 12/15/2022 Dallas, Texas 75201 telephone: 214.661.9400 telecopier: 214.661.9404 www.fisherholmeswelch.com> Confidentiality Notice: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, and is legally privileged. Unauthorized viewing, use, disclosure, or distribution is strictly prohibited. If you are not an intended reciptient (identified by name above), please notify the sender of your receipt hereof by calling him at 214.661.9400, or by replying to this email, and immediately destroy this message and all copies hereof. Thank you. -----Original Message----- From: gonjahartmann@gmail.com> [mailto:gonjahartmann@gmail.com] Sent: Thursday, October 11, 2012 2:23 PM To: James Fisher Subject: Status Mr. Fisher, Would you please let me know what the current status is and if there is anything further that I need to do. Best, Gonja Tekiner Hartmann Sent via BlackBerry by AT&T TEKINER00126506