Preview
FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023
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
Trustee of The Yasemin Tekiner 2011 Commercial Division Part 3
Descendants Trust and derivatively as a holder
of equitable interests in a shareholder or a Hon. Joel M. Cohen
member of the Company Defendants,
Mot. Seq. No. 48
Plaintiff,
AFFIRMATION OF
-against- BRYAN T. MOHLER IN
OPPOSITION
BREMEN HOUSE INC., GERMAN NEWS
COMPANY, INC., 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., GERMAN NEWS
COMPANY, INC., BERRIN TEKINER,
GONCA TEKINER, and BILLUR AKIPEK, in
her capacity as a Trustee of The Yasemin
Tekiner 2011 Descendants Trust.
Defendants.
BRYAN T. MOHLER, an attorney admitted to practice law before the courts of the State
of New York, under penalty of perjury, affirms as follows:
1 of 5
FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023
1. I am a member of the law firm of Pryor Cashman LLP, attorneys for Defendants
Bremen House Inc., German News, Inc. (together, the “Entity Defendants”), Berrin Tekiner,
Gonca Tekiner, and Billur Akipek (collectively with the Entity Defendants, “Defendants”). I am
fully familiar with, and have personal knowledge or have reviewed litigation documents regarding,
the facts and circumstances set forth herein.
2. I respectfully submit this affirmation in opposition to Intervenor–Plaintiff Zeynep
Tekiner’s motion for an order granting leave to amend her First Amended Complaint to state a
cause of action against Gonca Tekiner for aiding and abetting breach of fiduciary duty (Mot. Seq.
No. 48).
3. Following Defendants’ motion to dismiss Count Twelve of Yasemin’s Second
Amended Complaint, Zeynep proposed amending the Amended Complaint to “add[] the same
cause of action.” A true and correct copy of Zeynep’s August 10, 2022 letter is attached hereto as
Exhibit 1.
4. Zeynep indicated she would “be in touch” after the Court issued its decision on
Motion Sequence 33. A true and correct copy of Zeynep’s August 16, 2022 letter is attached
hereto as Exhibit 2.
5. Zeynep confirmed she would “revisit the issue once the Court decides [Defendants’]
motion to dismiss” Count Twelve. A true and correct copy of Zeynep’s August 22, 2022 letter is
attached hereto as Exhibit 3.
6. Following Court’s October 26 Order, Zeynep then waited three weeks to send the
proposed SAC, with a request that Defendants provide their consent to the filing of same. A true
and correct copy of the exchange between counsel is attached hereto as Exhibit 4.
2 of 5
FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023
7. Defendants agreed, conditioned upon the parties entering into a stipulation whereby
Zeynep would confirm that the SAC would not include any new factual allegations that would
necessitate additional discovery. A true and correct copy of Defendants’ November 18, 2022 email
is included in the email chain attached hereto as Exhibit 5.
8. On November 28, 2020, Parties conferred over the phone regarding Zeynep’s
proposed amendment, whereby Zeynep confirmed that she would represent in the stipulation that
no additional discovery would be required.
9. Thereafter, Zeynep did not follow up on or otherwise pursue her amendment until
after the close of fact discovery.
10. It was not until December 28, 2022, the day after the deadline for the completion
of fact discovery and the day the parties filed their respective notes of issue, that Zeynep sent the
stipulation. A true and correct copy of Zeynep’s December 28, 2022 transmittal email is included
in the exchange attached hereto as Exhibit 6.
11. The proposed stipulation sent by counsel on December 28 did not include a
representation that no further discovery would be required. A true and correct copy of Zeynep’s
proposed stipulation is attached hereto as Exhibit 7.
12. By email dated January 3, 2023, counsel for Defendants indicated they could not
consent to a post-note of issue amendment. See Exhibit 6.
13. Zeynep participated in Yasemin’s removal and firing by directing the Corporate
Trustee to execute, on behalf of the Zeynep Trust, written consents removing Yasemin as a director
of Bremen House and German News. A true and correct copy of the letter by which Zeynep issued
that direction is attached hereto as Exhibit 8.
3 of 5
FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023
14. Zeynep authorized Bremen House’s sale of certain properties to Extell Acquisitions
LLC in her capacity as an officer and director of Bremen House, Inc. A true and correct copy of
the written consent authorizing the sale, which includes Zeynep’s signature, is attached hereto as
Exhibit 9.
15. Zeynep was appointed as an officer and director of Bremen House, Inc. in 2019. A
true and correct copy of the joint written consent, dated October 30, 2019, appointing Zeynep as a
director is attached hereto as Exhibit 10.
Dated: New York, New York
January 30, 2023
___________________________________
BRYAN T. MOHLER
4 of 5
FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023
Certification Required by Rule 17 of the
Rules of the Commercial Division of the Supreme Court
I am the attorney who is filing this document. I hereby certify that this document, exclusive
of the caption, table of contents, table of authorities, and signature block contains 652 words as
counted by the word-processing system used to prepare the document.
/s/ Meghan E. Hill
Meghan E. Hill
5 of 5
Preview
FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023 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 Trustee of The Yasemin Tekiner 2011 Commercial Division Part 3 Descendants Trust and derivatively as a holder of equitable interests in a shareholder or a Hon. Joel M. Cohen member of the Company Defendants, Mot. Seq. No. 48 Plaintiff, AFFIRMATION OF -against- BRYAN T. MOHLER IN OPPOSITION BREMEN HOUSE INC., GERMAN NEWS COMPANY, INC., 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., GERMAN NEWS COMPANY, INC., BERRIN TEKINER, GONCA TEKINER, and BILLUR AKIPEK, in her capacity as a Trustee of The Yasemin Tekiner 2011 Descendants Trust. Defendants. BRYAN T. MOHLER, an attorney admitted to practice law before the courts of the State of New York, under penalty of perjury, affirms as follows: 1 of 5 FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023 1. I am a member of the law firm of Pryor Cashman LLP, attorneys for Defendants Bremen House Inc., German News, Inc. (together, the “Entity Defendants”), Berrin Tekiner, Gonca Tekiner, and Billur Akipek (collectively with the Entity Defendants, “Defendants”). I am fully familiar with, and have personal knowledge or have reviewed litigation documents regarding, the facts and circumstances set forth herein. 2. I respectfully submit this affirmation in opposition to Intervenor–Plaintiff Zeynep Tekiner’s motion for an order granting leave to amend her First Amended Complaint to state a cause of action against Gonca Tekiner for aiding and abetting breach of fiduciary duty (Mot. Seq. No. 48). 3. Following Defendants’ motion to dismiss Count Twelve of Yasemin’s Second Amended Complaint, Zeynep proposed amending the Amended Complaint to “add[] the same cause of action.” A true and correct copy of Zeynep’s August 10, 2022 letter is attached hereto as Exhibit 1. 4. Zeynep indicated she would “be in touch” after the Court issued its decision on Motion Sequence 33. A true and correct copy of Zeynep’s August 16, 2022 letter is attached hereto as Exhibit 2. 5. Zeynep confirmed she would “revisit the issue once the Court decides [Defendants’] motion to dismiss” Count Twelve. A true and correct copy of Zeynep’s August 22, 2022 letter is attached hereto as Exhibit 3. 6. Following Court’s October 26 Order, Zeynep then waited three weeks to send the proposed SAC, with a request that Defendants provide their consent to the filing of same. A true and correct copy of the exchange between counsel is attached hereto as Exhibit 4. 2 of 5 FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023 7. Defendants agreed, conditioned upon the parties entering into a stipulation whereby Zeynep would confirm that the SAC would not include any new factual allegations that would necessitate additional discovery. A true and correct copy of Defendants’ November 18, 2022 email is included in the email chain attached hereto as Exhibit 5. 8. On November 28, 2020, Parties conferred over the phone regarding Zeynep’s proposed amendment, whereby Zeynep confirmed that she would represent in the stipulation that no additional discovery would be required. 9. Thereafter, Zeynep did not follow up on or otherwise pursue her amendment until after the close of fact discovery. 10. It was not until December 28, 2022, the day after the deadline for the completion of fact discovery and the day the parties filed their respective notes of issue, that Zeynep sent the stipulation. A true and correct copy of Zeynep’s December 28, 2022 transmittal email is included in the exchange attached hereto as Exhibit 6. 11. The proposed stipulation sent by counsel on December 28 did not include a representation that no further discovery would be required. A true and correct copy of Zeynep’s proposed stipulation is attached hereto as Exhibit 7. 12. By email dated January 3, 2023, counsel for Defendants indicated they could not consent to a post-note of issue amendment. See Exhibit 6. 13. Zeynep participated in Yasemin’s removal and firing by directing the Corporate Trustee to execute, on behalf of the Zeynep Trust, written consents removing Yasemin as a director of Bremen House and German News. A true and correct copy of the letter by which Zeynep issued that direction is attached hereto as Exhibit 8. 3 of 5 FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023 14. Zeynep authorized Bremen House’s sale of certain properties to Extell Acquisitions LLC in her capacity as an officer and director of Bremen House, Inc. A true and correct copy of the written consent authorizing the sale, which includes Zeynep’s signature, is attached hereto as Exhibit 9. 15. Zeynep was appointed as an officer and director of Bremen House, Inc. in 2019. A true and correct copy of the joint written consent, dated October 30, 2019, appointing Zeynep as a director is attached hereto as Exhibit 10. Dated: New York, New York January 30, 2023 ___________________________________ BRYAN T. MOHLER 4 of 5 FILED: NEW YORK COUNTY CLERK 01/31/2023 12:11 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1122 RECEIVED NYSCEF: 01/31/2023 Certification Required by Rule 17 of the Rules of the Commercial Division of the Supreme Court I am the attorney who is filing this document. I hereby certify that this document, exclusive of the caption, table of contents, table of authorities, and signature block contains 652 words as counted by the word-processing system used to prepare the document. /s/ Meghan E. Hill Meghan E. Hill 5 of 5