Preview
FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022
NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
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DIVISION 1181 AMALGAMATED TRANSIT Index No. 500717/2022
UNION – NEW YORK EMPLOYEES
PENSION FUND,
DEFENDANTS’ ANSWER AND
Plaintiff, SEPARATE DEFENSES
-against-
NEW YORK CITY DEPARTMENT OF
EDUCATION, JOFAZ TRANSPORTATION,
INC., ALLIED TRANSIT CORP., PRIDE
TRANSPORTATION SERVICES, INC., and
QUALITY TRANSPORTATION CORP.,
Defendants.
---------------------------------------------------------X
Defendants Pride Transportation Services, Inc. and Quality Transportation Corp.
(collectively, “Defendants”) hereby answer and respond to the Complaint filed by Plaintiff
Division 1181 Amalgamated Transit Union – New York Employees Pension Fund (“Plaintiff”) as
follows:
Parties 1
1. Defendants admit that Plaintiff is a multiemployer defined benefit pension plan.
Defendants are without knowledge or information sufficient to admit or deny the remaining
allegations of Paragraph 1.
1
Defendants reproduce in this Answer the Complaint’s headings solely for purposes of
convenience and ease of reference. Except as otherwise expressly stated herein, Defendants
deny each and every allegation in the Complaint, including, without limitation, any allegations
contained in or implied by the Complaint’s headings and Prayer for Relief, and deny any and
all liability to Plaintiff.
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2. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 2.
3. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 3.
4. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 4.
5. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 5.
6. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 6.
7. Defendants deny the allegations of Paragraph 7.
8. Defendants admit the allegations of Paragraph 8.
Jurisdiction, Venue and Timeliness
9. Paragraph 9 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 9.
10. Paragraph 10 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants admit that the Court has personal jurisdiction over them.
11. Paragraph 11 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants admit that venue is proper in this Court.
12. Paragraph 12 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny that Plaintiff has any claim against them, and are
without knowledge or information sufficient to admit or deny the remaining allegations of
Paragraph 12.
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13. Paragraph 13 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 13.
Facts
14. Defendants deny the allegations of Paragraph 14, except admit that they entered
into contracts with New York City Department of Education (“DOE”).
15. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 15.
16. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 16.
17. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 17.
18. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 18.
19. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 19.
20. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 20.
21. Defendants deny the allegations of Paragraph 21 except admit that they entered into
contracts with the DOE that contain a section titled “Employee Protection Provisions” (“EPP”).
Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 21,
which speak for themselves, and deny any allegations that are inconsistent with their content.
22. Paragraph 22 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 22 except admit that
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they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 22, which speak for themselves, and
deny any allegations that are inconsistent with their content.
23. Paragraph 23 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 23 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 23, which speak for themselves, and
deny any allegations that are inconsistent with their content.
24. Paragraph 24 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 24 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 24, which speak for themselves, and
deny any allegations that are inconsistent with their content.
25. Paragraph 25 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 25 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 25, which speak for themselves, and
deny any allegations that are inconsistent with their content.
26. Paragraph 26 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 26 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 26, which speak for themselves, and
deny any allegations that are inconsistent with their content.
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27. Paragraph 27 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 27 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 27, which speak for themselves, and
deny any allegations that are inconsistent with their content.
28. Paragraph 28 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 28 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 28, which speak for themselves, and
deny any allegations that are inconsistent with their content.
29. Paragraph 29 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 29 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 29, which speak for themselves, and
deny any allegations that are inconsistent with their content.
30. Paragraph 30 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 30 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 30, which speak for themselves, and
deny any allegations that are inconsistent with their content.
31. Paragraph 31 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 31 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
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authenticated copies of the contracts referenced in Paragraph 31, which speak for themselves, and
deny any allegations that are inconsistent with their content.
32. Paragraph 32 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 32 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 32, which speak for themselves, and
deny any allegations that are inconsistent with their content.
33. Defendants deny the allegations of Paragraph 33 except admit that they entered into
contracts with the DOE that contain EPP, and that the EPP contain a section titled “Enforcement.”
Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 33,
which speak for themselves, and deny any allegations that are inconsistent with their content.
34. Paragraph 34 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 34 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 34, which speak for themselves, and
deny any allegations that are inconsistent with their content.
35. Defendants deny the allegations of Paragraph 35 except admit that they entered into
contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the
contracts referenced in Paragraph 35, which speak for themselves, and deny any allegations that
are inconsistent with their content.
36. Paragraph 36 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 36 except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
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authenticated copies of the contracts referenced in Paragraph 36, which speak for themselves, and
deny any allegations that are inconsistent with their content.
Defendants’ Actions
37. Defendants deny the allegations of Paragraph 37, except admit that in 2014 they
hired drivers and escorts.
38. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 38.
39. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 39.
40. Paragraph 40 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 40.
41. Defendants deny the allegations of Paragraph 41, except admit that the Fund sent
them notices requesting payment on behalf of drivers and escorts that Defendants hired.
42. Defendants deny the allegations of Paragraph 42, except admit that they have
provided transportation services under their contracts with the DOE since 2014 and that they have
never entered into any agreement with the Fund.
43. Paragraph 43 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 43.
44. Defendants deny that their contracts with the DOE require them to sign agreements
with Plaintiff or make payments to Plaintiff, and are without knowledge or information sufficient
to admit or deny the remaining allegations of Paragraph 44.
45. Paragraph 45 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny that their contracts with the DOE require them to
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sign agreements with Plaintiff or make payments to Plaintiff, and are without knowledge or
information sufficient to admit or deny the allegations of Paragraph 45.
46. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 46.
47. Paragraph 47 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 47, except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 47, which speak for themselves, and
deny any allegations that are inconsistent with their content.
48. Defendants deny that their contracts with the DOE require them to sign agreements
with Plaintiff or make payments to Plaintiff, and are without knowledge or information sufficient
to admit or deny the remaining allegations of Paragraph 48.
49. Paragraph 49 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 49, except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 49, which speak for themselves, and
deny any allegations that are inconsistent with their content.
50. Paragraph 50 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants deny the allegations of Paragraph 50, except admit that
they entered into contracts with the DOE that contain EPP. Defendants refer to true and
authenticated copies of the contracts referenced in Paragraph 50, which speak for themselves, and
deny any allegations that are inconsistent with their content.
51. Defendants deny the allegation of Paragraph 51.
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52. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 52.
53. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 53.
54. Defendants are without knowledge or information sufficient to admit or deny the
allegations of Paragraph 54.
The 2017 RFB
55. Paragraph 55 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants are without knowledge or information sufficient to admit
or deny the allegations of Paragraph 55.
56. Paragraph 56 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants are without knowledge or information sufficient to admit
or deny the allegations of Paragraph 56.
57. Paragraph 57 states a legal conclusion to which no response is required. To the
extent a response is required, Defendants are without knowledge or information sufficient to admit
or deny the allegations of Paragraph 57.
COUNT I
Breach of Contract
(Against the Contractors)
58. Defendants incorporate their responses to the preceding paragraphs as if set forth
fully herein.
59. Defendants deny the allegations of Paragraph 59.
60. Defendants deny the allegations of Paragraph 60.
61. Defendants deny the allegations of Paragraph 61.
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62. Defendants deny the allegations of Paragraph 62.
63. Defendants deny the allegations of Paragraph 63.
64. Defendants deny the allegations of Paragraph 64.
65. Defendants deny the allegations of Paragraph 65.
66. Defendants deny the allegations of Paragraph 66.
67. Defendants deny the allegations of Paragraph 67.
68. Defendants admit that Plaintiff seeks relief in its Prayer for Relief, but denies that
Plaintiff has established a claim in this action or that Plaintiff is entitled to relief from Defendants
any claim it has asserted in this action.
COUNT II
Breach of Contract
(Against DOE)
69. Defendants incorporate their responses to the preceding paragraphs as if set forth
fully herein.
70. The allegations in Paragraph 70 are not directed to Defendants and therefore no
response is required. To the extent a response is required, Defendants deny the allegations of
Paragraph 70
71. The allegations in Paragraph 71 are not directed to Defendants and therefore no
response is required. To the extent a response is required, Defendants deny the allegations of
Paragraph 71.
72. The allegations in Paragraph 72 are not directed to Defendants and therefore no
response is required. To the extent a response is required, Defendants deny the allegations of
Paragraph 72.
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73. The allegations in Paragraph 73 are not directed to Defendants and therefore no
response is required. To the extent a response is required, Defendants deny the allegations of
Paragraph 73.
74. The allegations in Paragraph 74 are not directed to Defendants and therefore no
response is required. To the extent a response is required, Defendants deny the allegations of
Paragraph 74.
75. The allegations in Paragraph 75 are not directed to Defendants and therefore no
response is required. To the extent a response is required, Defendants deny the allegations of
Paragraph 75.
76. The allegations in Paragraph 76 are not directed to Defendants and therefore no
response is required. To the extent a response is required, Defendants deny the allegations of
Paragraph 76.
77. Defendants admit that Plaintiff seeks relief in its Prayer for Relief, but denies that
Plaintiff has established a claim in this action or that Plaintiff is entitled to relief from Defendants
any claim it has asserted in this action.
SEPARATE DEFENSES
As for additional defenses to the Complaint, and without assuming any burden of pleading
or proof that would otherwise rest on Plaintiff, Defendants allege as follows:
1. The Complaint fails to state a claim upon which relief can be granted.
2. The Complaint’s claims are barred because they are preempted by the Employee
Retirement Income Security Act of 1974.
3. The Complaint’s claims are barred by Section 302 of the Labor Management
Relations Act of 1947.
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4. The Complaint’s claims are barred because Plaintiff lacks standing to assert them.
5. The Complaint’s claims are barred because Plaintiff is not a third-party beneficiary
of the contracts it seeks to enforce.
6. The Complaint’s claims are barred by the applicable statute of limitations.
7. The Complaint’s claims are barred by the doctrines of waiver, estoppel, and unclean
hands.
8. The Complaint’s claims are barred by the doctrines of res judicata and collateral
estoppel.
9. The Complaint’s claims are barred because Defendants have not entered into any
agreement with Plaintiff or the Division 1181 Amalgamated Transit Union requiring them to pay
contributions.
10. The Complaint’s claims are barred because Defendants’ employees do not
participate in Plaintiff.
11. Plaintiff’s damages, if any, were caused, in whole or in part, by its own acts and/or
omissions, and not by any acts or omissions on the part of Defendants.
12. Plaintiff’s damages, if any, were caused, in whole or in part, by the acts and/or
omissions of third-parties, and not by any acts or omissions on the part of Defendants.
13. Defendants expressly reserve the right to assert additional defenses to the
Complaint that may arise in the course of discovery or at trial.
WHEREFORE, Defendants respectfully request that the Court enter judgment against
Plaintiff dismissing the Complaint with prejudice, awarding Defendants costs of suit and
reasonable attorneys’ fees, and granting such further relief as the Court deems just and equitable.
Respectfully submitted,
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LOWENSTEIN SANDLER LLP
Attorneys for Defendants Quality
Transportation Corporation and
Pride Transportation Services, Inc.
Dated: January 9, 2023 By: /s Craig Dashiell
New York, New York Andrew E. Graw
Michael A. Kaplan
Craig Dashiell
1251 Avenue of the Americas
New York, New York 10020
T: (212) 262-6700
agraw@lowenstein.com
mkaplan@lowenstein.com
cdashiell@lowenstein.com
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Preview
FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS ---------------------------------------------------------X DIVISION 1181 AMALGAMATED TRANSIT Index No. 500717/2022 UNION – NEW YORK EMPLOYEES PENSION FUND, DEFENDANTS’ ANSWER AND Plaintiff, SEPARATE DEFENSES -against- NEW YORK CITY DEPARTMENT OF EDUCATION, JOFAZ TRANSPORTATION, INC., ALLIED TRANSIT CORP., PRIDE TRANSPORTATION SERVICES, INC., and QUALITY TRANSPORTATION CORP., Defendants. ---------------------------------------------------------X Defendants Pride Transportation Services, Inc. and Quality Transportation Corp. (collectively, “Defendants”) hereby answer and respond to the Complaint filed by Plaintiff Division 1181 Amalgamated Transit Union – New York Employees Pension Fund (“Plaintiff”) as follows: Parties 1 1. Defendants admit that Plaintiff is a multiemployer defined benefit pension plan. Defendants are without knowledge or information sufficient to admit or deny the remaining allegations of Paragraph 1. 1 Defendants reproduce in this Answer the Complaint’s headings solely for purposes of convenience and ease of reference. Except as otherwise expressly stated herein, Defendants deny each and every allegation in the Complaint, including, without limitation, any allegations contained in or implied by the Complaint’s headings and Prayer for Relief, and deny any and all liability to Plaintiff. 29391/3 01/09/2023 58380153.2 1 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 2. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 2. 3. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 3. 4. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 4. 5. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 5. 6. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 6. 7. Defendants deny the allegations of Paragraph 7. 8. Defendants admit the allegations of Paragraph 8. Jurisdiction, Venue and Timeliness 9. Paragraph 9 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 9. 10. Paragraph 10 states a legal conclusion to which no response is required. To the extent a response is required, Defendants admit that the Court has personal jurisdiction over them. 11. Paragraph 11 states a legal conclusion to which no response is required. To the extent a response is required, Defendants admit that venue is proper in this Court. 12. Paragraph 12 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny that Plaintiff has any claim against them, and are without knowledge or information sufficient to admit or deny the remaining allegations of Paragraph 12. -2- 2 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 13. Paragraph 13 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 13. Facts 14. Defendants deny the allegations of Paragraph 14, except admit that they entered into contracts with New York City Department of Education (“DOE”). 15. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 15. 16. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 16. 17. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 17. 18. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 18. 19. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 19. 20. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 20. 21. Defendants deny the allegations of Paragraph 21 except admit that they entered into contracts with the DOE that contain a section titled “Employee Protection Provisions” (“EPP”). Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 21, which speak for themselves, and deny any allegations that are inconsistent with their content. 22. Paragraph 22 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 22 except admit that -3- 3 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 22, which speak for themselves, and deny any allegations that are inconsistent with their content. 23. Paragraph 23 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 23 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 23, which speak for themselves, and deny any allegations that are inconsistent with their content. 24. Paragraph 24 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 24 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 24, which speak for themselves, and deny any allegations that are inconsistent with their content. 25. Paragraph 25 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 25 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 25, which speak for themselves, and deny any allegations that are inconsistent with their content. 26. Paragraph 26 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 26 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 26, which speak for themselves, and deny any allegations that are inconsistent with their content. -4- 4 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 27. Paragraph 27 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 27 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 27, which speak for themselves, and deny any allegations that are inconsistent with their content. 28. Paragraph 28 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 28 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 28, which speak for themselves, and deny any allegations that are inconsistent with their content. 29. Paragraph 29 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 29 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 29, which speak for themselves, and deny any allegations that are inconsistent with their content. 30. Paragraph 30 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 30 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 30, which speak for themselves, and deny any allegations that are inconsistent with their content. 31. Paragraph 31 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 31 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and -5- 5 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 authenticated copies of the contracts referenced in Paragraph 31, which speak for themselves, and deny any allegations that are inconsistent with their content. 32. Paragraph 32 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 32 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 32, which speak for themselves, and deny any allegations that are inconsistent with their content. 33. Defendants deny the allegations of Paragraph 33 except admit that they entered into contracts with the DOE that contain EPP, and that the EPP contain a section titled “Enforcement.” Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 33, which speak for themselves, and deny any allegations that are inconsistent with their content. 34. Paragraph 34 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 34 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 34, which speak for themselves, and deny any allegations that are inconsistent with their content. 35. Defendants deny the allegations of Paragraph 35 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 35, which speak for themselves, and deny any allegations that are inconsistent with their content. 36. Paragraph 36 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 36 except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and -6- 6 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 authenticated copies of the contracts referenced in Paragraph 36, which speak for themselves, and deny any allegations that are inconsistent with their content. Defendants’ Actions 37. Defendants deny the allegations of Paragraph 37, except admit that in 2014 they hired drivers and escorts. 38. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 38. 39. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 39. 40. Paragraph 40 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 40. 41. Defendants deny the allegations of Paragraph 41, except admit that the Fund sent them notices requesting payment on behalf of drivers and escorts that Defendants hired. 42. Defendants deny the allegations of Paragraph 42, except admit that they have provided transportation services under their contracts with the DOE since 2014 and that they have never entered into any agreement with the Fund. 43. Paragraph 43 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 43. 44. Defendants deny that their contracts with the DOE require them to sign agreements with Plaintiff or make payments to Plaintiff, and are without knowledge or information sufficient to admit or deny the remaining allegations of Paragraph 44. 45. Paragraph 45 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny that their contracts with the DOE require them to -7- 7 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 sign agreements with Plaintiff or make payments to Plaintiff, and are without knowledge or information sufficient to admit or deny the allegations of Paragraph 45. 46. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 46. 47. Paragraph 47 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 47, except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 47, which speak for themselves, and deny any allegations that are inconsistent with their content. 48. Defendants deny that their contracts with the DOE require them to sign agreements with Plaintiff or make payments to Plaintiff, and are without knowledge or information sufficient to admit or deny the remaining allegations of Paragraph 48. 49. Paragraph 49 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 49, except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 49, which speak for themselves, and deny any allegations that are inconsistent with their content. 50. Paragraph 50 states a legal conclusion to which no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 50, except admit that they entered into contracts with the DOE that contain EPP. Defendants refer to true and authenticated copies of the contracts referenced in Paragraph 50, which speak for themselves, and deny any allegations that are inconsistent with their content. 51. Defendants deny the allegation of Paragraph 51. -8- 8 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 52. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 52. 53. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 53. 54. Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 54. The 2017 RFB 55. Paragraph 55 states a legal conclusion to which no response is required. To the extent a response is required, Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 55. 56. Paragraph 56 states a legal conclusion to which no response is required. To the extent a response is required, Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 56. 57. Paragraph 57 states a legal conclusion to which no response is required. To the extent a response is required, Defendants are without knowledge or information sufficient to admit or deny the allegations of Paragraph 57. COUNT I Breach of Contract (Against the Contractors) 58. Defendants incorporate their responses to the preceding paragraphs as if set forth fully herein. 59. Defendants deny the allegations of Paragraph 59. 60. Defendants deny the allegations of Paragraph 60. 61. Defendants deny the allegations of Paragraph 61. -9- 9 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 62. Defendants deny the allegations of Paragraph 62. 63. Defendants deny the allegations of Paragraph 63. 64. Defendants deny the allegations of Paragraph 64. 65. Defendants deny the allegations of Paragraph 65. 66. Defendants deny the allegations of Paragraph 66. 67. Defendants deny the allegations of Paragraph 67. 68. Defendants admit that Plaintiff seeks relief in its Prayer for Relief, but denies that Plaintiff has established a claim in this action or that Plaintiff is entitled to relief from Defendants any claim it has asserted in this action. COUNT II Breach of Contract (Against DOE) 69. Defendants incorporate their responses to the preceding paragraphs as if set forth fully herein. 70. The allegations in Paragraph 70 are not directed to Defendants and therefore no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 70 71. The allegations in Paragraph 71 are not directed to Defendants and therefore no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 71. 72. The allegations in Paragraph 72 are not directed to Defendants and therefore no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 72. -10- 10 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 73. The allegations in Paragraph 73 are not directed to Defendants and therefore no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 73. 74. The allegations in Paragraph 74 are not directed to Defendants and therefore no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 74. 75. The allegations in Paragraph 75 are not directed to Defendants and therefore no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 75. 76. The allegations in Paragraph 76 are not directed to Defendants and therefore no response is required. To the extent a response is required, Defendants deny the allegations of Paragraph 76. 77. Defendants admit that Plaintiff seeks relief in its Prayer for Relief, but denies that Plaintiff has established a claim in this action or that Plaintiff is entitled to relief from Defendants any claim it has asserted in this action. SEPARATE DEFENSES As for additional defenses to the Complaint, and without assuming any burden of pleading or proof that would otherwise rest on Plaintiff, Defendants allege as follows: 1. The Complaint fails to state a claim upon which relief can be granted. 2. The Complaint’s claims are barred because they are preempted by the Employee Retirement Income Security Act of 1974. 3. The Complaint’s claims are barred by Section 302 of the Labor Management Relations Act of 1947. -11- 11 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 4. The Complaint’s claims are barred because Plaintiff lacks standing to assert them. 5. The Complaint’s claims are barred because Plaintiff is not a third-party beneficiary of the contracts it seeks to enforce. 6. The Complaint’s claims are barred by the applicable statute of limitations. 7. The Complaint’s claims are barred by the doctrines of waiver, estoppel, and unclean hands. 8. The Complaint’s claims are barred by the doctrines of res judicata and collateral estoppel. 9. The Complaint’s claims are barred because Defendants have not entered into any agreement with Plaintiff or the Division 1181 Amalgamated Transit Union requiring them to pay contributions. 10. The Complaint’s claims are barred because Defendants’ employees do not participate in Plaintiff. 11. Plaintiff’s damages, if any, were caused, in whole or in part, by its own acts and/or omissions, and not by any acts or omissions on the part of Defendants. 12. Plaintiff’s damages, if any, were caused, in whole or in part, by the acts and/or omissions of third-parties, and not by any acts or omissions on the part of Defendants. 13. Defendants expressly reserve the right to assert additional defenses to the Complaint that may arise in the course of discovery or at trial. WHEREFORE, Defendants respectfully request that the Court enter judgment against Plaintiff dismissing the Complaint with prejudice, awarding Defendants costs of suit and reasonable attorneys’ fees, and granting such further relief as the Court deems just and equitable. Respectfully submitted, -12- 12 of 13 FILED: KINGS COUNTY CLERK 01/09/2023 05:52 PM INDEX NO. 500717/2022 NYSCEF DOC. NO. 112 RECEIVED NYSCEF: 01/09/2023 LOWENSTEIN SANDLER LLP Attorneys for Defendants Quality Transportation Corporation and Pride Transportation Services, Inc. Dated: January 9, 2023 By: /s Craig Dashiell New York, New York Andrew E. Graw Michael A. Kaplan Craig Dashiell 1251 Avenue of the Americas New York, New York 10020 T: (212) 262-6700 agraw@lowenstein.com mkaplan@lowenstein.com cdashiell@lowenstein.com -13- 13 of 13