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NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023
Exhibit E
FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx,
individually and derivatively on behalf of Index No. 607197/2022
ROCKVILLE CORP.,
Plaintiff, NOTICE OF SUBPOENA
DUCES TECUM
-against-
xxxxxxx xxxxx, individually and as the executor
of the Estate of xxxx xxxxx, and as co-trustee of the
disclaimer Trust under Article “Fourth” of the Last
Will and Testament of xxxx xxxxx; MAKAN
DELRAHIM, as former co-trustee of the disclaimer
Trust under Article “Fourth” of the Last Will and
Testament of xxxx xxxxx; and BAHARAK
AMIRIAN as co-trustee of the disclaimer Trust under
the Last Will and Testament of xxxx xxxxx,
Defendants,
-and-
ROCKVILLE CORP.,
Nominal Defendant.
xxxxxxx xxxxx and ROCKVILLE CORP.,
Counterclaim-Plaintiffs,
-against-
xxxxxx xxxxxx and 172 BARGAIN LIQUORS,
INC.
Counterclaim-Defendants.
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PLEASE TAKE NOTICE, that pursuant to Article 31 of the New York Civil Practice
Law and Rules, Defendants and Counterclaim-Plaintiffs have issued a subpoena duces tecum,
attached hereto, upon Fariburz Kohan, 65 Dickenson Place, Great Neck, NY 11023.
Dated: New York, New York
February 1, 2023
KASOWITZ BENSON TORRES LLP
By: /s/ David E. Ross
David E. Ross
(dross@kasowitz.com)
Michael C. Pecorini
(mpecorini@kasowitz.com)
1633 Broadway
New York, New York 10019
212-506-1700
Counsel for Defendants/Counterclaim-Plaintiffs
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx,
individually and derivatively on behalf of Index No. 607197/2022
ROCKVILLE CORP.,
Plaintiff, SUBPOENA DUCES TECUM
-against-
xxxxxxx xxxxx, individually and as the executor
of the Estate of xxxx xxxxx, and as co-trustee of the
disclaimer Trust under Article “Fourth” of the Last
Will and Testament of xxxx xxxxx; MAKAN
DELRAHIM, as former co-trustee of the disclaimer
Trust under Article “Fourth” of the Last Will and
Testament of xxxx xxxxx; and BAHARAK
AMIRIAN as co-trustee of the disclaimer Trust under
the Last Will and Testament of xxxx xxxxx,
Defendants,
-and-
ROCKVILLE CORP.,
Nominal Defendant.
xxxxxxx xxxxx and ROCKVILLE CORP.,
Counterclaim-Plaintiffs,
-against-
xxxxxx xxxxxx and 172 BARGAIN LIQUORS,
INC.
Counterclaim-Defendants.
TO: Fariburz Kohan
65 Dickenson Place
Great Neck, NY 11023
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YOU ARE HEREBY COMMANDED to produce on or before February 21, 2023 at
10:00 a.m., at the offices of Kasowitz Benson Torres LLP, 1633 Broadway, New York, New
York 10019, complete and accurate copies of all the documents listed in Schedule A, annexed
hereto, that are in your possession, custody or control. The information sought or required on
Schedule A is material, relevant and necessary to the above-captioned action, the complaint and
counterclaims for which are affixed as Appendices A and B, respectively.
FAILURE TO COMPLY with this subpoena is punishable by contempt of court and
shall make you liable to the person on whose behalf this subpoena was issued for a penalty not to
exceed $150.00 and all damages sustained by reason of your failure to comply.
Dated: New York, New York
January 30, 2023
KASOWITZ BENSON TORRES LLP
By: /s/ David E. Ross
David E. Ross
(dross@kasowitz.com)
Michael C. Pecorini
(mpecorini@kasowitz.com)
1633 Broadway
New York, New York 10019
212-506-1700
Counsel for Defendant/Counterclaim-Plaintiffs
xxxxxxx xxxxx and Rockville Corporation
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SCHEDULE A
DEFINITIONS
1. “Action” shall mean this lawsuit captioned xxxxxx xxxxxx v. xxxxxxx xxxxx, et al.,
Index No. 607197/2022, pending in the Supreme Court of the State of New York, County of
Nassau.
2. The terms “and” and “or” shall be construed either disjunctively or conjunctively
as necessary to bring within the scope of the request all responses that might otherwise be
construed as outside of its scope.
3. The terms “any” or “all” shall mean “each and every” as well as “anyone and
everyone.”
4. The term “communication” shall be read to include the transmittal of information
(in the form of facts, ideas, inquiries, or otherwise, either orally or in writing), including, but not
limited to, correspondence, packages, conversations, meetings, discussions, telephone calls,
telegrams, telexes, telecopies, seminars, conferences, messages, notes, e-mails, and memoranda.
The transmission of documents or things by mail, courier, electronic service, or otherwise, is
included, without limitation, in the definition of “communication.”
5. The terms “concerning” and “relating to” shall be read and applied as
interchangeable and shall be construed in the broadest sense to mean discussing, supporting,
describing, concerning, referring to, regarding, pertaining to, containing, analyzing, evaluating,
studying, recording, memorializing, reporting on, commenting on, reviewed or prepared in
connection or conjunction with, evidencing, setting forth, contradicting, refuting, considering,
recommending, or constituting, in whole or in part.
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6. The term “document” shall be read to include the original and any non-identical
copy or draft of any writing or recording of whatever nature, whether written, typed, printed,
photocopied, filmed, videotaped, or mechanically or electronically sorted or recorded, which is
in your possession, custody, or control. Without limiting the foregoing, “document” includes,
but is not limited to, correspondence, memoranda, faxes, emails, reports, notes, minutes or
records of telephone conversations, meetings, or conferences, diaries, logs, calendars, calendar
notes, accounting records, financial statements, books of account, vouchers, invoices, bills,
computer tapes, diskettes, electronically stored information or print-outs, writings, drawings,
graphs, charts, photographs, phono-records, videotape recordings, and data compilations from
which information can be obtained or translated.
7. The terms “include” and “including” shall each be interpreted in every instance
as being illustrative of the information requested, shall be read as meaning “including, but not
limited to,” and shall not be interpreted to exclude any information otherwise within the scope of
these requests.
8. “Henry Kampfer” shall mean the accountant Henry Kampfer of Feldman
Weisberg Lesk & Kampfer LLP, and each of his agents, employees, representatives, attorneys,
accountants, independent contractors or other person or entity acting on his behalf or at his
direction.
9. “xxxxxx xxxxxx” shall mean Plaintiff and Counterclaim-Defendant xxxxxx xxxxxx
and each of his agents, employees, representatives, attorneys, accountants, independent
contractors or other person or entity acting on his behalf or at his direction.
10. “172 Bargain Liquors” shall mean 172 Bargain Liquors, Inc. and each of its
present, former or future subsidiaries, parents, affiliates, shareholders, partners, managers,
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officers, agents, servants, employees, representatives, attorneys, accountants, independent
contractors and each and every other person or entity acting on its behalf or at its direction.
11. The terms “person” or “entity” shall be read to include any natural person or
corporation, corporate division, corporate subsidiary, affiliate, agency, organization, partnership,
joint venture, syndicate, company, limited liability company, trust, firm, incorporated or
unincorporated association, or other form of legal entity, and his, her, or its predecessors,
successors, heirs, and assigns.
12. “Property” shall mean the real property located at 172 Sunrise Highway,
Rockville Centre, NY 11570. For the avoidance of doubt, “Property” is defined to include the
property encompassing Section 38, Block 317, Lots 130, 359, and 369 in the Nassau County land
records.
13. “Rockville” shall mean Rockville Corporation and each of its present, former or
future subsidiaries, parents, affiliates, shareholders, partners, managers, officers, agents, servants,
employees, representatives, attorneys, accountants, independent contractors and each and every
other person or entity acting on its behalf or at its direction.
14. “You” and “Your” shall mean Fariburz Kohan and each of your agents,
employees, representatives, attorneys, accountants, independent contractors or other person or
entity acting on his behalf or at his direction.
15. The singular includes the plural and the plural includes the singular. The present
tense includes the past and future tenses. Words in feminine, masculine, or neutral form shall
include each of the other genders.
16. All capitalized terms not defined herein shall have the same meanings ascribed to
them in the Complaint.
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17. Any term not defined herein or in the Complaint has its usual and customary
meaning.
INSTRUCTIONS
1. Unless otherwise specified, documents and information are requested for the
period of time from January 1, 1995 through the present, and shall include all documents
produced, created, sent, or received during that period or otherwise relating to that period.
2. Production is requested of each document in full, without abbreviation, redaction,
or expurgation, subject to Instruction No. 3. In producing the requested documents, you must
make a diligent search and furnish any and all documents which are (i) within your possession,
custody, or control; (ii) in the possession, custody, or control of your present or former advisors,
architects, engineers, contractors, attorneys, auctioneers, accountants, consultants, investigators,
representatives, agents, and all other persons purporting to act on your behalf; or (iii) otherwise
available to you.
3. Where a claim of privilege is asserted in objecting to any request, or sub-part
thereof, and a document called for by this request is withheld, in whole or in part, on the basis of
a claim of privilege, such document is to be identified on a privilege log in compliance with Rule
11-b of the Commercial Division of the Supreme Court. Pursuant to that rule, it is anticipated
that the parties will meet and confer regarding the scope of any privilege review, the amount of
information to be set out in any privilege log, the use of categories to reduce document-by-
document logging, whether any categories of information may be excluded from the logging
requirement, and any other issues pertinent to privilege review, including the entry of an
appropriate non-waiver order. In the absence of an agreement by the parties or a Court order,
where a claim of privilege is asserted in objecting to any request or subpart thereof, and a
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document called for by such request is withheld, in whole or in part, on the basis of such claim of
privilege, the privilege log shall provide the following information:
(a) the type and nature of the document or communication;
(b) the date the document was created or sent;
(c) the person(s) in receipt of the document or the person(s) present during the
communication;
(d) the person(s) who authored or created the document or the person(s) who
made the communication;
(e) the person(s) to whom such document or communication was made;
(f) the general subject matter of the document or communication in a manner
sufficient to support the privilege, immunity, or protection claimed;
(g) the nature of the privilege, immunity, or protection asserted; the person(s)
asserting the privilege, immunity, or protection; and/or the specific reason
why the document is not being produced; and
(h) the same information referenced in (a)-(g) above for each enclosure or
attachment to each listed document, if the enclosure or attachment is also
withheld from production.
4. An objection or claim of privilege, immunity, or protection directed to part of a
request does not constitute an excuse for failure to respond to the parts of a request for which no
objection or claim of privilege, immunity, or protection is made.
5. The document requests that follow are continuing in nature and you are requested
to provide, by way of supplementary compliance herewith, such additional documents as you or
any other person on your behalf, may, between the time of initial production and the time of final
judgment in this Action, obtain, locate, or identify that are responsive to the requests below.
Such additional documents are to be produced at the offices of Plaintiff’s attorneys in this Action
promptly after they are received, located, or identified by you or said other person.
6. If any document responsive to these requests is not in your possession, custody, or
control or has been lost, destroyed, or otherwise disposed of, such document is to be identified as
completely as possible, including the following information:
(a) contents;
(b) author(s);
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(c) recipient(s);
(d) sender(s);
(e) copied recipients (indicated or blind);
(f) date prepared or received;
(g) date of disposal (approximate, if precise date is not known);
(h) manner of disposition;
(i) person(s) currently in possession of the document;
(j) person(s) disposing of the document;
(k) any document retention or destruction policy under which such document was
destroyed or disposed of; and
(l) all persons who participated in or were involved in, the formulation of any
such policy.
7. For each of the requests, in accordance with Rule 11-e of the Rules of the
Commercial Division of the Supreme Court, either (i) state that the production will be made as
requested or (ii) state with reasonable particularity the grounds for any objection to production.
If you are objecting to any request, you shall set forth specifically: (i) whether the objection(s)
interposed pertain to all or part of the request being challenged; (ii) whether any documents or
categories of documents are being withheld and if so, which of the stated objections forms the
basis for your decision to withhold otherwise responsive documents or categories of documents;
and (iii) the manner, if any, in which you intend to limit the scope of your production. If after a
good faith search, you conclude that you do not have or never have had documents responsive to
a particular request, please so state in accordance with Rule 11-e of the Rules of the Commercial
Division of the Supreme Court.
8. Each request shall be construed conjunctively or disjunctively as necessary to
make the request inclusive rather than exclusive. Any request propounded in the singular shall
also be read as if propounded in the plural and vice versa. Any request propounded in the
present tense shall also be read as if propounded in the past tense and vice versa.
9. Each request shall be construed according to its own terms in accordance with
these Definitions and Instructions. Although there may be some overlap, no request should be
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understood to limit any other.
10. A request for a document shall be deemed a request for any non-identical copies
or drafts of such documents, as well as all transmittal sheets, cover letters, exhibits, enclosures,
appendices, attachments, and handwritten or typewritten notations to the document, in addition
to the responsive documents or communications themselves without abbreviation or expurgation.
11. Documents produced pursuant to these document requests should be produced as
they are kept in the course of business.
12. Any document responsive to any request that is maintained as an electronic
document shall be produced in TIFF format, except Excel files shall be produced in native
format, and include the following metadata fields:
(a) BEGPROD (beginning production number)
(b) ENDPROD (ending production number)
(c) BEGPRODATT (beginning attachment number)
(d) ENDPRODATT (ending attachment number)
(e) Custodian
(f) Recipients
(g) From
(h) Document Author
(i) CC
(j) BCC
(k) Subject (subject line of e-mail)
(l) Text (the extracted text when available and OCR text when extracted text
is not available. Text will be provided at a document level in a separate
folder on the provided media)
(m)DATESENT (provided in mm/dd/yyyy format)
(n) TIMESENT (provided in hh:mm:ss on a 24-hour clock)
(o) DateLastModified
(p) TimeLastModified
(q) DOCTYPE (e.g. Word, PowerPoint, Excel, etc.)
(r) ATTACHCOUNT
(s) PageCount
(t) ORIGFILEPATH (original file path which contains the folder
information)
(u) OrigFilename (original filename, including extension “mydoc.doc”)
(v) NativeLink (link to any provided native files on the provided media)
(w) MD5_Hash (the MD5 Hash value for a single document)
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(x) FileExtension (file extension for a single document)
(y) FileSize
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REQUESTS FOR PRODUCTION
1. All documents and communications concerning Nathen xxxxxx’s businesses,
finances, property, assets, and liabilities, including but not limited to, xxxxxx’s alleged 80%
ownership in Rockville as described in the Complaint.
2. All documents and communications concerning 172 Bargain Liquors.
3. All documents and communications concerning the Property.
4. All documents and communications concerning Rockville.
5. All documents and communications concerning xxxxxxx xxxxx.
6. All documents and communications concerning xxxx xxxxx.
7. All documents and communications concerning all payments by 172 Bargain
Liquors Inc. to You or for Your benefit.
8. All documents and communications concerning any health insurance, health
coverage, health benefits, other benefits, or anything of value You received from 172 Bargain
Liquors Inc.
9. All documents and communications concerning all payments by Rockville to You
or for Your benefit.
10. All documents and communications concerning the Port Washington liquor store
identified in paragraph 18 of the Counterclaims.
11. All documents and communications concerning the dispute between xxxxxx
xxxxxx’s and xxxxxxx xxxxx’s families regarding the potential buyout of xxxxxxx xxxxx’s interest
in the Property and related matters as described in the Complaint and Counterclaims.
12. All documents and communications with Henry Kampfer concerning Rockville,
the Property, or 172 Bargain Liquors.
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EXHIBIT A
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09·P PM m
FILED:
FILED: NASSAU
NASSAU COUNTY
COUNTY CLERK
CLERK 02/13/2023
06/02/2022 05:22
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VERIFICATION
5TATE OF NEW YORK
) ss..
CO([NTY OF NASSAU
xxxxxx xxxxxx ak a NquMilah Sakelu being du7 swain, depom and say.G;1 am the
pbintilT1n this itnitier. have read the foreeo1.ng Venned Complamt and knd w The coniums
ghereof. arid the seth- are true lo my kriowledge, excepi ghtne matter.9 thereiri which re slated to
be r.1lley.ed opon infbrmaticin imd belict-and imsw thine ti terr-tbelieve them to be true.
NA-l RAN $AKENI
Sworn m belIÄe me this
$16t
dily 61 May. 2012.
Notary Public
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EXHIBIT B
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx,
individually and derivatively on behalf of Index No. 607197/2022
ROCKVILLE CORP.,
Plaintiff, Hon. Sharon M.J. Gianelli
-against-
xxxxxxx xxxxx, individually and as the executor
of the Estate of xxxx xxxxx, and as co-trustee of the
disclaimer Trust under Article “Fourth” of the Last
Will and Testament of xxxx xxxxx; MAKAN
DELRAHIM, as former co-trustee of the disclaimer
Trust under Article “Fourth” of the Last Will and
Testament of xxxx xxxxx; and BAHARAK
AMIRIAN as co-trustee of the disclaimer Trust under
the Last Will and Testament of xxxx xxxxx,
Defendants,
-and-
ROCKVILLE CORP.,
Nominal Defendant.
xxxxxxx xxxxx and ROCKVILLE CORP.,
Counterclaim-Plaintiffs,
-against-
xxxxxx xxxxxx and 172 BARGAIN LIQUORS,
Counterclaim-Defendants.
DEFENDANT xxxxxxx xxxxx’S AND NOMINAL DEFENDANT ROCKVILLE
CORP.’S ANSWER TO THE COMPLAINT AND COUNTERCLAIMS
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Defendant xxxxxxx xxxxx (“xxxxxxx”) and nominal defendant Rockville Corp. (“Rockville”
or “Nominal Defendant”, and together with xxxxxxx, collectively, “Defendant”), by and through
their undersigned counsel, hereby answer and respond to the complaint filed by plaintiff xxxxxx
xxxxxx (“Plaintiff” or “xxxxxx”), dated June 2, 2022 (the “Complaint”) as follows:
PRELIMINARY STATEMENT
1. This action arises from Defendants’ deliberate repudiation of fiduciary obligations
owed to Plaintiff and Rockville Corp.
RESPONSE: The allegations contained in Paragraph 1 of the Complaint set forth Plaintiff’s
characterization of this action, and do not contain factual allegations to which a response is
required. To the extent a response is required, Defendant denies the allegations contained in
Paragraph 1 of the Complaint.
2. As it stands, Defendants are colluding to imminently sell Rockville Corp.’s sole
asset – real property located at 172 Sunrise Highway, Rockville Centre, New York and
surrounding lots (Section 38; Block: 317; Lot 130, 359 and 369) (the “Property”) – over the
objection of Plaintiff, an 80% majority shareholder who has been the only acting officer of
Rockville Corp. since the entity was formed in 1996.
RESPONSE: Defendant denies the allegations contained in Paragraph 2 of the Complaint.
3. By this Complaint, Plaintiff seeks legal and equitable relief including: (1) damages
and attorneys’ fees as a result of Defendants’ breaches of fiduciary duties; (2) a declaration that
Plaintiff owns an 80% controlling shareholder interest in Rockville Corp.; (3) an injunction
enjoining and restraining Defendants from (a) transferring, pledging, encumbering, conveying,
assigning, selling, altering, marketing and/or listing for sale, modifying, destroying,
hypothecating, financing and/or otherwise disposing of the Property without the express written
2
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consent of Plaintiff; and (b) taking any steps and/or undertaking any actions in furtherance of
transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or
listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the
Property without the express written consent of Plaintiff; and (4) such other and further relief as
this Court deems just and proper.
RESPONSE: The allegations contained in Paragraph 3 of the Complaint set forth Plaintiff’s
characterization of this action and legal theories of this action, and do not contain factual
allegations to which a response is required. To the extent a response is required, Defendant denies
the allegations contained in Paragraph 3 of the Complaint.
PARTIES
4. Plaintiff xxxxxx xxxxxx is a natural person residing in County of Nassau, State of
New York.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 4 of the Complaint.
5. During all times relevant to this action, Plaintiff was and is an 80% controlling
shareholder of Rockville Corp. and is currently its sole acting officer.
RESPONSE: Defendant denies the allegations contained in Paragraph 5 of the Complaint.
6. Nominal defendant Rockville Corp. is and was, at all relevant times hereinafter
mentioned, a domestic corporation formed under the laws of the State of New York, with its
principal place of business located at 172 Sunrise Highway, Rockville Centre, New York 11570.
RESPONSE: Defendant admits the allegation in Paragraph 6 of the Complaint that “Rockville
Corp. is . . . a domestic corporation formed under the laws of the State of New York,” and otherwise
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denies knowledge or information sufficient to form a belief as to the truth or accuracy of the
remaining allegations contained in Paragraph 6 of the Complaint.
7. Rockville Corp. owns real property located at 172 Sunrise Highway, Rockville
Centre, New York 11570 (Section 38; Block: 317; Lot 130, 359 and 369).
RESPONSE: Defendant admits the allegation contained in Paragraph 7 of the Complaint that
“Rockville Corp. owns real property located at 172 Sunrise Highway, Rockville Centre, New York
11570,” but otherwise denies knowledge or information sufficient to form a belief as to the truth
or accuracy of the remaining allegations contained in Paragraph 7 of the Complaint.
8. Non-party decedent xxxx xxxxx (“xxxx”) died on March 10, 2008, leaving a Last
Will and Testament, dated September 5, 2007 (the “Will”). The Will was admitted to probate by a
decree of the Surrogates Court, State of New York, County of Nassau on or about September 5,
2007.
RESPONSE: Defendant admits the allegations contained in Paragraph 8 of the Complaint except
denies that the Will was admitted to probate on or about September 5, 2007.
9. From 1996 through the date of his death, xxxx maintained a 20% shareholder
interest in Rockville Corp.
RESPONSE: Defendant denies the allegations contained in Paragraph 9 of the Complaint.
10. Plaintiff and xxxx, now deceased, were brothers.
RESPONSE: Defendant admits the allegations contained in Paragraph 10 of the Complaint.
11. Upon information and belief, xxxxxxx is a natural person residing at 26 Sandpiper
Court, Old Westbury, New York 11568 and was xxxx’s wife during his lifetime.
RESPONSE: Defendant admits the allegations contained in Paragraph 11 of the Complaint.
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12. Upon information and belief, xxxxxxx was appointed the executor to xxxx’s estate,
by Letters Testamentary issued by the Surrogate’s Court of the State of New York, County of
Nassau, on or about September 16, 2008.
RESPONSE: Defendant admits the allegations contained in Paragraph 12 of the Complaint.
13. Upon information and belief, xxxxxxx was also appointed co-trustee of a disclaimer
trust under Article “Fourth” of the Will.
RESPONSE: Defendant admits the allegations contained in Paragraph 13 of the Complaint.
14. Upon information and belief, xxxx’s 20% shareholder interest in Rockville Corp.
was an asset of xxxx’s estate which has either: (1) not yet been distributed by xxxxxxx, as executor,
under xxxx’s Will; or (2) been distributed by xxxxxxx, as executor, to herself as the residual
beneficiary under the Will; or (3) is being held in a disclaimer trust for xxxxxxx’s benefit under
Article “Fourth” of the Will, for which xxxxxxx serves as co-trustee (the “Trust”); or (4) has been
distributed to xxxxxxx, in part, as a residual beneficiary under the Will, and in part, as co-trustee of
the Trust.
RESPONSE: Defendant denies the allegations contained in Paragraph 14 of the Complaint.
15. Upon information and belief, Makan is a natural person residing in the District of
Columbia a/k/a Washington D.C. Upon information and belief, Makan, who is xxxxxxx’s brother,
was appointed as co-trustee of the Trust under the Will and served in that capacity until he resigned
as co-trustee in or around 2018 at which time his letters of trusteeship were revoked by decree of
the Surrogate’s Court.
RESPONSE: Defendant denies the allegations contained in Paragraph 15 of the Complaint,
except that Defendant admits Makan is Defendant’s brother and that he was he co-trustee of the
Trust under the Will until he resigned as co-trustee in 2017.
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16. Upon information and belief, Baharak is a natural person residing in the State of
California, County of Los Angeles. Upon information and belief Baharak was appointed as
successor co-trustee of the Trust upon the revocation of Makan’s letters of trusteeship in or around
2018 and continues to serve in that capacity.
RESPONSE: Defendant admits the allegations contained in Paragraph 16 of the Complaint.
JURISDICTION AND VENUE
17. The Court has personal jurisdiction over the parties pursuant to CPLR § 301 as the
Defendants reside in the State of New York.
RESPONSE: The allegations contained in Paragraph 17 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
admits that she is a resident of the State of the New York, but otherwise denies the remaining
allegations contained in Paragraph 17 of the Complaint.
18. The appropriate venue for this action is Nassau County pursuant to CPLR §§
503(a),(b) and (c).
RESPONSE: The allegations contained in Paragraph 18 of the Complaint contain legal
conclusions to which no response is required. To the extent a response is required, Defendant
denies knowledge or information sufficient to form a belief as to the truth or accuracy of the
allegations contained in Paragraph 18 of the Complaint.
FACTS RELEVANT TO ALL CAUSES OF ACTION
A. The Formation of Rockville Corp.
19. In 1996, Plaintiff emigrated from Germany to the United States as a refugee from
Iran.
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RESPONSE: Defendant admits the allegation in Paragraph 19 of the Complaint that Plaintiff
“emigrated to the United States” in or around 1996, but denies knowledge or information sufficient
to form a belief as to the truth or accuracy of the remaining allegations contained in Paragraph 19
of the Complaint.
20. Upon information and belief, in 1996, Plaintiff’s brother, xxxx, had been living in
the United States for approximately 10 to 15 years.
RESPONSE: Defendant denies the allegations contained in Paragraph 20 of the Complaint.
21. Initially, Plaintiff faced hurdles when he moved to the United States, one of which
was the fact that he did not have any credit history, resulting in his inability to obtain a mortgage
or loan.
RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the
truth or accuracy of the allegations contained in Paragraph 21 of the Complaint.
22. Plaintiff expressed to xxxx his desire to open a liquor store, and xxxx offered to
help by procuring, through an entity that he and Plaintiff would form, to wit, Rockville Corp.,
certain mortgage financing to purchase the Property out of which Plaintiff would operate his
Bargain Liquor Store (the “Store”).
RESPONSE: Defendant admits the allegations contained in Paragraph 22 of the Complaint to the
extent that her late husband, xxxx xxxxx (“xxxx”), purchased the property at 172 Sunrise
Highway, Rockville Centre, New York (the “Property”), but otherwise denies the remaining
allegations contained in Paragraph 22 of the Complaint.
23. Plaintiff and xxxx agreed ownership of Rockville Corp. would be allocated to
Plaintiff (80%) and xxxx (20%).
RESPONSE: Defendant denies the allegations in Paragraph 23 of the Compl
Preview
FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 Exhibit E FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and derivatively on behalf of Index No. 607197/2022 ROCKVILLE CORP., Plaintiff, NOTICE OF SUBPOENA DUCES TECUM -against- xxxxxxx xxxxx, individually and as the executor of the Estate of xxxx xxxxx, and as co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; MAKAN DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; and BAHARAK AMIRIAN as co-trustee of the disclaimer Trust under the Last Will and Testament of xxxx xxxxx, Defendants, -and- ROCKVILLE CORP., Nominal Defendant. xxxxxxx xxxxx and ROCKVILLE CORP., Counterclaim-Plaintiffs, -against- xxxxxx xxxxxx and 172 BARGAIN LIQUORS, INC. Counterclaim-Defendants. FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 PLEASE TAKE NOTICE, that pursuant to Article 31 of the New York Civil Practice Law and Rules, Defendants and Counterclaim-Plaintiffs have issued a subpoena duces tecum, attached hereto, upon Fariburz Kohan, 65 Dickenson Place, Great Neck, NY 11023. Dated: New York, New York February 1, 2023 KASOWITZ BENSON TORRES LLP By: /s/ David E. Ross David E. Ross (dross@kasowitz.com) Michael C. Pecorini (mpecorini@kasowitz.com) 1633 Broadway New York, New York 10019 212-506-1700 Counsel for Defendants/Counterclaim-Plaintiffs 2 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and derivatively on behalf of Index No. 607197/2022 ROCKVILLE CORP., Plaintiff, SUBPOENA DUCES TECUM -against- xxxxxxx xxxxx, individually and as the executor of the Estate of xxxx xxxxx, and as co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; MAKAN DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; and BAHARAK AMIRIAN as co-trustee of the disclaimer Trust under the Last Will and Testament of xxxx xxxxx, Defendants, -and- ROCKVILLE CORP., Nominal Defendant. xxxxxxx xxxxx and ROCKVILLE CORP., Counterclaim-Plaintiffs, -against- xxxxxx xxxxxx and 172 BARGAIN LIQUORS, INC. Counterclaim-Defendants. TO: Fariburz Kohan 65 Dickenson Place Great Neck, NY 11023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 YOU ARE HEREBY COMMANDED to produce on or before February 21, 2023 at 10:00 a.m., at the offices of Kasowitz Benson Torres LLP, 1633 Broadway, New York, New York 10019, complete and accurate copies of all the documents listed in Schedule A, annexed hereto, that are in your possession, custody or control. The information sought or required on Schedule A is material, relevant and necessary to the above-captioned action, the complaint and counterclaims for which are affixed as Appendices A and B, respectively. FAILURE TO COMPLY with this subpoena is punishable by contempt of court and shall make you liable to the person on whose behalf this subpoena was issued for a penalty not to exceed $150.00 and all damages sustained by reason of your failure to comply. Dated: New York, New York January 30, 2023 KASOWITZ BENSON TORRES LLP By: /s/ David E. Ross David E. Ross (dross@kasowitz.com) Michael C. Pecorini (mpecorini@kasowitz.com) 1633 Broadway New York, New York 10019 212-506-1700 Counsel for Defendant/Counterclaim-Plaintiffs xxxxxxx xxxxx and Rockville Corporation 2 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 SCHEDULE A DEFINITIONS 1. “Action” shall mean this lawsuit captioned xxxxxx xxxxxx v. xxxxxxx xxxxx, et al., Index No. 607197/2022, pending in the Supreme Court of the State of New York, County of Nassau. 2. The terms “and” and “or” shall be construed either disjunctively or conjunctively as necessary to bring within the scope of the request all responses that might otherwise be construed as outside of its scope. 3. The terms “any” or “all” shall mean “each and every” as well as “anyone and everyone.” 4. The term “communication” shall be read to include the transmittal of information (in the form of facts, ideas, inquiries, or otherwise, either orally or in writing), including, but not limited to, correspondence, packages, conversations, meetings, discussions, telephone calls, telegrams, telexes, telecopies, seminars, conferences, messages, notes, e-mails, and memoranda. The transmission of documents or things by mail, courier, electronic service, or otherwise, is included, without limitation, in the definition of “communication.” 5. The terms “concerning” and “relating to” shall be read and applied as interchangeable and shall be construed in the broadest sense to mean discussing, supporting, describing, concerning, referring to, regarding, pertaining to, containing, analyzing, evaluating, studying, recording, memorializing, reporting on, commenting on, reviewed or prepared in connection or conjunction with, evidencing, setting forth, contradicting, refuting, considering, recommending, or constituting, in whole or in part. 3 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 6. The term “document” shall be read to include the original and any non-identical copy or draft of any writing or recording of whatever nature, whether written, typed, printed, photocopied, filmed, videotaped, or mechanically or electronically sorted or recorded, which is in your possession, custody, or control. Without limiting the foregoing, “document” includes, but is not limited to, correspondence, memoranda, faxes, emails, reports, notes, minutes or records of telephone conversations, meetings, or conferences, diaries, logs, calendars, calendar notes, accounting records, financial statements, books of account, vouchers, invoices, bills, computer tapes, diskettes, electronically stored information or print-outs, writings, drawings, graphs, charts, photographs, phono-records, videotape recordings, and data compilations from which information can be obtained or translated. 7. The terms “include” and “including” shall each be interpreted in every instance as being illustrative of the information requested, shall be read as meaning “including, but not limited to,” and shall not be interpreted to exclude any information otherwise within the scope of these requests. 8. “Henry Kampfer” shall mean the accountant Henry Kampfer of Feldman Weisberg Lesk & Kampfer LLP, and each of his agents, employees, representatives, attorneys, accountants, independent contractors or other person or entity acting on his behalf or at his direction. 9. “xxxxxx xxxxxx” shall mean Plaintiff and Counterclaim-Defendant xxxxxx xxxxxx and each of his agents, employees, representatives, attorneys, accountants, independent contractors or other person or entity acting on his behalf or at his direction. 10. “172 Bargain Liquors” shall mean 172 Bargain Liquors, Inc. and each of its present, former or future subsidiaries, parents, affiliates, shareholders, partners, managers, 4 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 officers, agents, servants, employees, representatives, attorneys, accountants, independent contractors and each and every other person or entity acting on its behalf or at its direction. 11. The terms “person” or “entity” shall be read to include any natural person or corporation, corporate division, corporate subsidiary, affiliate, agency, organization, partnership, joint venture, syndicate, company, limited liability company, trust, firm, incorporated or unincorporated association, or other form of legal entity, and his, her, or its predecessors, successors, heirs, and assigns. 12. “Property” shall mean the real property located at 172 Sunrise Highway, Rockville Centre, NY 11570. For the avoidance of doubt, “Property” is defined to include the property encompassing Section 38, Block 317, Lots 130, 359, and 369 in the Nassau County land records. 13. “Rockville” shall mean Rockville Corporation and each of its present, former or future subsidiaries, parents, affiliates, shareholders, partners, managers, officers, agents, servants, employees, representatives, attorneys, accountants, independent contractors and each and every other person or entity acting on its behalf or at its direction. 14. “You” and “Your” shall mean Fariburz Kohan and each of your agents, employees, representatives, attorneys, accountants, independent contractors or other person or entity acting on his behalf or at his direction. 15. The singular includes the plural and the plural includes the singular. The present tense includes the past and future tenses. Words in feminine, masculine, or neutral form shall include each of the other genders. 16. All capitalized terms not defined herein shall have the same meanings ascribed to them in the Complaint. 5 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 17. Any term not defined herein or in the Complaint has its usual and customary meaning. INSTRUCTIONS 1. Unless otherwise specified, documents and information are requested for the period of time from January 1, 1995 through the present, and shall include all documents produced, created, sent, or received during that period or otherwise relating to that period. 2. Production is requested of each document in full, without abbreviation, redaction, or expurgation, subject to Instruction No. 3. In producing the requested documents, you must make a diligent search and furnish any and all documents which are (i) within your possession, custody, or control; (ii) in the possession, custody, or control of your present or former advisors, architects, engineers, contractors, attorneys, auctioneers, accountants, consultants, investigators, representatives, agents, and all other persons purporting to act on your behalf; or (iii) otherwise available to you. 3. Where a claim of privilege is asserted in objecting to any request, or sub-part thereof, and a document called for by this request is withheld, in whole or in part, on the basis of a claim of privilege, such document is to be identified on a privilege log in compliance with Rule 11-b of the Commercial Division of the Supreme Court. Pursuant to that rule, it is anticipated that the parties will meet and confer regarding the scope of any privilege review, the amount of information to be set out in any privilege log, the use of categories to reduce document-by- document logging, whether any categories of information may be excluded from the logging requirement, and any other issues pertinent to privilege review, including the entry of an appropriate non-waiver order. In the absence of an agreement by the parties or a Court order, where a claim of privilege is asserted in objecting to any request or subpart thereof, and a 6 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 document called for by such request is withheld, in whole or in part, on the basis of such claim of privilege, the privilege log shall provide the following information: (a) the type and nature of the document or communication; (b) the date the document was created or sent; (c) the person(s) in receipt of the document or the person(s) present during the communication; (d) the person(s) who authored or created the document or the person(s) who made the communication; (e) the person(s) to whom such document or communication was made; (f) the general subject matter of the document or communication in a manner sufficient to support the privilege, immunity, or protection claimed; (g) the nature of the privilege, immunity, or protection asserted; the person(s) asserting the privilege, immunity, or protection; and/or the specific reason why the document is not being produced; and (h) the same information referenced in (a)-(g) above for each enclosure or attachment to each listed document, if the enclosure or attachment is also withheld from production. 4. An objection or claim of privilege, immunity, or protection directed to part of a request does not constitute an excuse for failure to respond to the parts of a request for which no objection or claim of privilege, immunity, or protection is made. 5. The document requests that follow are continuing in nature and you are requested to provide, by way of supplementary compliance herewith, such additional documents as you or any other person on your behalf, may, between the time of initial production and the time of final judgment in this Action, obtain, locate, or identify that are responsive to the requests below. Such additional documents are to be produced at the offices of Plaintiff’s attorneys in this Action promptly after they are received, located, or identified by you or said other person. 6. If any document responsive to these requests is not in your possession, custody, or control or has been lost, destroyed, or otherwise disposed of, such document is to be identified as completely as possible, including the following information: (a) contents; (b) author(s); 7 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 (c) recipient(s); (d) sender(s); (e) copied recipients (indicated or blind); (f) date prepared or received; (g) date of disposal (approximate, if precise date is not known); (h) manner of disposition; (i) person(s) currently in possession of the document; (j) person(s) disposing of the document; (k) any document retention or destruction policy under which such document was destroyed or disposed of; and (l) all persons who participated in or were involved in, the formulation of any such policy. 7. For each of the requests, in accordance with Rule 11-e of the Rules of the Commercial Division of the Supreme Court, either (i) state that the production will be made as requested or (ii) state with reasonable particularity the grounds for any objection to production. If you are objecting to any request, you shall set forth specifically: (i) whether the objection(s) interposed pertain to all or part of the request being challenged; (ii) whether any documents or categories of documents are being withheld and if so, which of the stated objections forms the basis for your decision to withhold otherwise responsive documents or categories of documents; and (iii) the manner, if any, in which you intend to limit the scope of your production. If after a good faith search, you conclude that you do not have or never have had documents responsive to a particular request, please so state in accordance with Rule 11-e of the Rules of the Commercial Division of the Supreme Court. 8. Each request shall be construed conjunctively or disjunctively as necessary to make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 9. Each request shall be construed according to its own terms in accordance with these Definitions and Instructions. Although there may be some overlap, no request should be 8 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 understood to limit any other. 10. A request for a document shall be deemed a request for any non-identical copies or drafts of such documents, as well as all transmittal sheets, cover letters, exhibits, enclosures, appendices, attachments, and handwritten or typewritten notations to the document, in addition to the responsive documents or communications themselves without abbreviation or expurgation. 11. Documents produced pursuant to these document requests should be produced as they are kept in the course of business. 12. Any document responsive to any request that is maintained as an electronic document shall be produced in TIFF format, except Excel files shall be produced in native format, and include the following metadata fields: (a) BEGPROD (beginning production number) (b) ENDPROD (ending production number) (c) BEGPRODATT (beginning attachment number) (d) ENDPRODATT (ending attachment number) (e) Custodian (f) Recipients (g) From (h) Document Author (i) CC (j) BCC (k) Subject (subject line of e-mail) (l) Text (the extracted text when available and OCR text when extracted text is not available. Text will be provided at a document level in a separate folder on the provided media) (m)DATESENT (provided in mm/dd/yyyy format) (n) TIMESENT (provided in hh:mm:ss on a 24-hour clock) (o) DateLastModified (p) TimeLastModified (q) DOCTYPE (e.g. Word, PowerPoint, Excel, etc.) (r) ATTACHCOUNT (s) PageCount (t) ORIGFILEPATH (original file path which contains the folder information) (u) OrigFilename (original filename, including extension “mydoc.doc”) (v) NativeLink (link to any provided native files on the provided media) (w) MD5_Hash (the MD5 Hash value for a single document) 9 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 (x) FileExtension (file extension for a single document) (y) FileSize 10 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 REQUESTS FOR PRODUCTION 1. All documents and communications concerning Nathen xxxxxx’s businesses, finances, property, assets, and liabilities, including but not limited to, xxxxxx’s alleged 80% ownership in Rockville as described in the Complaint. 2. All documents and communications concerning 172 Bargain Liquors. 3. All documents and communications concerning the Property. 4. All documents and communications concerning Rockville. 5. All documents and communications concerning xxxxxxx xxxxx. 6. All documents and communications concerning xxxx xxxxx. 7. All documents and communications concerning all payments by 172 Bargain Liquors Inc. to You or for Your benefit. 8. All documents and communications concerning any health insurance, health coverage, health benefits, other benefits, or anything of value You received from 172 Bargain Liquors Inc. 9. All documents and communications concerning all payments by Rockville to You or for Your benefit. 10. All documents and communications concerning the Port Washington liquor store identified in paragraph 18 of the Counterclaims. 11. All documents and communications concerning the dispute between xxxxxx xxxxxx’s and xxxxxxx xxxxx’s families regarding the potential buyout of xxxxxxx xxxxx’s interest in the Property and related matters as described in the Complaint and Counterclaims. 12. All documents and communications with Henry Kampfer concerning Rockville, the Property, or 172 Bargain Liquors. 11 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 EXHIBIT A FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 09·P PM m FILED: FILED: NASSAU NASSAU COUNTY COUNTY CLERK CLERK 02/13/2023 06/02/2022 05:22 10 2u22 INDEX NO. 607197/2022 NYSCEF NYSCEF DOC. DOC. NO. NO. 91 1 RECEIVED NYSCEF: 06/02/2022 RECEIVED NYSCEF: 02/13/2023 VERIFICATION 5TATE OF NEW YORK ) ss.. CO([NTY OF NASSAU xxxxxx xxxxxx ak a NquMilah Sakelu being du7 swain, depom and say.G;1 am the pbintilT1n this itnitier. have read the foreeo1.ng Venned Complamt and knd w The coniums ghereof. arid the seth- are true lo my kriowledge, excepi ghtne matter.9 thereiri which re slated to be r.1lley.ed opon infbrmaticin imd belict-and imsw thine ti terr-tbelieve them to be true. NA-l RAN $AKENI Sworn m belIÄe me this $16t dily 61 May. 2012. Notary Public 17 of 17 FILED: NASSAU COUNTY CLERK 02/13/2023 05:22 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 91 RECEIVED NYSCEF: 02/13/2023 EXHIBIT B 10/24/2022 05:22 FILED: NASSAU COUNTY CLERK 02/13/2023 06:43 PM INDEX NO. 607197/2022 72 NYSCEF DOC. NO. 91 10/24/2022 RECEIVED NYSCEF: 02/13/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU xxxxxx xxxxxx a/k/a xxxxxxxxxx xxxxxx, individually and derivatively on behalf of Index No. 607197/2022 ROCKVILLE CORP., Plaintiff, Hon. Sharon M.J. Gianelli -against- xxxxxxx xxxxx, individually and as the executor of the Estate of xxxx xxxxx, and as co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; MAKAN DELRAHIM, as former co-trustee of the disclaimer Trust under Article “Fourth” of the Last Will and Testament of xxxx xxxxx; and BAHARAK AMIRIAN as co-trustee of the disclaimer Trust under the Last Will and Testament of xxxx xxxxx, Defendants, -and- ROCKVILLE CORP., Nominal Defendant. xxxxxxx xxxxx and ROCKVILLE CORP., Counterclaim-Plaintiffs, -against- xxxxxx xxxxxx and 172 BARGAIN LIQUORS, Counterclaim-Defendants. DEFENDANT xxxxxxx xxxxx’S AND NOMINAL DEFENDANT ROCKVILLE CORP.’S ANSWER TO THE COMPLAINT AND COUNTERCLAIMS 1 of 40 10/24/2022 05:22 FILED: NASSAU COUNTY CLERK 02/13/2023 06:43 PM INDEX NO. 607197/2022 72 NYSCEF DOC. NO. 91 10/24/2022 RECEIVED NYSCEF: 02/13/2023 Defendant xxxxxxx xxxxx (“xxxxxxx”) and nominal defendant Rockville Corp. (“Rockville” or “Nominal Defendant”, and together with xxxxxxx, collectively, “Defendant”), by and through their undersigned counsel, hereby answer and respond to the complaint filed by plaintiff xxxxxx xxxxxx (“Plaintiff” or “xxxxxx”), dated June 2, 2022 (the “Complaint”) as follows: PRELIMINARY STATEMENT 1. This action arises from Defendants’ deliberate repudiation of fiduciary obligations owed to Plaintiff and Rockville Corp. RESPONSE: The allegations contained in Paragraph 1 of the Complaint set forth Plaintiff’s characterization of this action, and do not contain factual allegations to which a response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 1 of the Complaint. 2. As it stands, Defendants are colluding to imminently sell Rockville Corp.’s sole asset – real property located at 172 Sunrise Highway, Rockville Centre, New York and surrounding lots (Section 38; Block: 317; Lot 130, 359 and 369) (the “Property”) – over the objection of Plaintiff, an 80% majority shareholder who has been the only acting officer of Rockville Corp. since the entity was formed in 1996. RESPONSE: Defendant denies the allegations contained in Paragraph 2 of the Complaint. 3. By this Complaint, Plaintiff seeks legal and equitable relief including: (1) damages and attorneys’ fees as a result of Defendants’ breaches of fiduciary duties; (2) a declaration that Plaintiff owns an 80% controlling shareholder interest in Rockville Corp.; (3) an injunction enjoining and restraining Defendants from (a) transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written 2 2 of 40 10/24/2022 05:22 FILED: NASSAU COUNTY CLERK 02/13/2023 06:43 PM INDEX NO. 607197/2022 72 NYSCEF DOC. NO. 91 10/24/2022 RECEIVED NYSCEF: 02/13/2023 consent of Plaintiff; and (b) taking any steps and/or undertaking any actions in furtherance of transferring, pledging, encumbering, conveying, assigning, selling, altering, marketing and/or listing for sale, modifying, destroying, hypothecating, financing and/or otherwise disposing of the Property without the express written consent of Plaintiff; and (4) such other and further relief as this Court deems just and proper. RESPONSE: The allegations contained in Paragraph 3 of the Complaint set forth Plaintiff’s characterization of this action and legal theories of this action, and do not contain factual allegations to which a response is required. To the extent a response is required, Defendant denies the allegations contained in Paragraph 3 of the Complaint. PARTIES 4. Plaintiff xxxxxx xxxxxx is a natural person residing in County of Nassau, State of New York. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 4 of the Complaint. 5. During all times relevant to this action, Plaintiff was and is an 80% controlling shareholder of Rockville Corp. and is currently its sole acting officer. RESPONSE: Defendant denies the allegations contained in Paragraph 5 of the Complaint. 6. Nominal defendant Rockville Corp. is and was, at all relevant times hereinafter mentioned, a domestic corporation formed under the laws of the State of New York, with its principal place of business located at 172 Sunrise Highway, Rockville Centre, New York 11570. RESPONSE: Defendant admits the allegation in Paragraph 6 of the Complaint that “Rockville Corp. is . . . a domestic corporation formed under the laws of the State of New York,” and otherwise 3 3 of 40 10/24/2022 05:22 FILED: NASSAU COUNTY CLERK 02/13/2023 06:43 PM INDEX NO. 607197/2022 72 NYSCEF DOC. NO. 91 10/24/2022 RECEIVED NYSCEF: 02/13/2023 denies knowledge or information sufficient to form a belief as to the truth or accuracy of the remaining allegations contained in Paragraph 6 of the Complaint. 7. Rockville Corp. owns real property located at 172 Sunrise Highway, Rockville Centre, New York 11570 (Section 38; Block: 317; Lot 130, 359 and 369). RESPONSE: Defendant admits the allegation contained in Paragraph 7 of the Complaint that “Rockville Corp. owns real property located at 172 Sunrise Highway, Rockville Centre, New York 11570,” but otherwise denies knowledge or information sufficient to form a belief as to the truth or accuracy of the remaining allegations contained in Paragraph 7 of the Complaint. 8. Non-party decedent xxxx xxxxx (“xxxx”) died on March 10, 2008, leaving a Last Will and Testament, dated September 5, 2007 (the “Will”). The Will was admitted to probate by a decree of the Surrogates Court, State of New York, County of Nassau on or about September 5, 2007. RESPONSE: Defendant admits the allegations contained in Paragraph 8 of the Complaint except denies that the Will was admitted to probate on or about September 5, 2007. 9. From 1996 through the date of his death, xxxx maintained a 20% shareholder interest in Rockville Corp. RESPONSE: Defendant denies the allegations contained in Paragraph 9 of the Complaint. 10. Plaintiff and xxxx, now deceased, were brothers. RESPONSE: Defendant admits the allegations contained in Paragraph 10 of the Complaint. 11. Upon information and belief, xxxxxxx is a natural person residing at 26 Sandpiper Court, Old Westbury, New York 11568 and was xxxx’s wife during his lifetime. RESPONSE: Defendant admits the allegations contained in Paragraph 11 of the Complaint. 4 4 of 40 10/24/2022 05:22 FILED: NASSAU COUNTY CLERK 02/13/2023 06:43 PM INDEX NO. 607197/2022 72 NYSCEF DOC. NO. 91 10/24/2022 RECEIVED NYSCEF: 02/13/2023 12. Upon information and belief, xxxxxxx was appointed the executor to xxxx’s estate, by Letters Testamentary issued by the Surrogate’s Court of the State of New York, County of Nassau, on or about September 16, 2008. RESPONSE: Defendant admits the allegations contained in Paragraph 12 of the Complaint. 13. Upon information and belief, xxxxxxx was also appointed co-trustee of a disclaimer trust under Article “Fourth” of the Will. RESPONSE: Defendant admits the allegations contained in Paragraph 13 of the Complaint. 14. Upon information and belief, xxxx’s 20% shareholder interest in Rockville Corp. was an asset of xxxx’s estate which has either: (1) not yet been distributed by xxxxxxx, as executor, under xxxx’s Will; or (2) been distributed by xxxxxxx, as executor, to herself as the residual beneficiary under the Will; or (3) is being held in a disclaimer trust for xxxxxxx’s benefit under Article “Fourth” of the Will, for which xxxxxxx serves as co-trustee (the “Trust”); or (4) has been distributed to xxxxxxx, in part, as a residual beneficiary under the Will, and in part, as co-trustee of the Trust. RESPONSE: Defendant denies the allegations contained in Paragraph 14 of the Complaint. 15. Upon information and belief, Makan is a natural person residing in the District of Columbia a/k/a Washington D.C. Upon information and belief, Makan, who is xxxxxxx’s brother, was appointed as co-trustee of the Trust under the Will and served in that capacity until he resigned as co-trustee in or around 2018 at which time his letters of trusteeship were revoked by decree of the Surrogate’s Court. RESPONSE: Defendant denies the allegations contained in Paragraph 15 of the Complaint, except that Defendant admits Makan is Defendant’s brother and that he was he co-trustee of the Trust under the Will until he resigned as co-trustee in 2017. 5 5 of 40 10/24/2022 05:22 FILED: NASSAU COUNTY CLERK 02/13/2023 06:43 PM INDEX NO. 607197/2022 72 NYSCEF DOC. NO. 91 10/24/2022 RECEIVED NYSCEF: 02/13/2023 16. Upon information and belief, Baharak is a natural person residing in the State of California, County of Los Angeles. Upon information and belief Baharak was appointed as successor co-trustee of the Trust upon the revocation of Makan’s letters of trusteeship in or around 2018 and continues to serve in that capacity. RESPONSE: Defendant admits the allegations contained in Paragraph 16 of the Complaint. JURISDICTION AND VENUE 17. The Court has personal jurisdiction over the parties pursuant to CPLR § 301 as the Defendants reside in the State of New York. RESPONSE: The allegations contained in Paragraph 17 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant admits that she is a resident of the State of the New York, but otherwise denies the remaining allegations contained in Paragraph 17 of the Complaint. 18. The appropriate venue for this action is Nassau County pursuant to CPLR §§ 503(a),(b) and (c). RESPONSE: The allegations contained in Paragraph 18 of the Complaint contain legal conclusions to which no response is required. To the extent a response is required, Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 18 of the Complaint. FACTS RELEVANT TO ALL CAUSES OF ACTION A. The Formation of Rockville Corp. 19. In 1996, Plaintiff emigrated from Germany to the United States as a refugee from Iran. 6 6 of 40 10/24/2022 05:22 FILED: NASSAU COUNTY CLERK 02/13/2023 06:43 PM INDEX NO. 607197/2022 72 NYSCEF DOC. NO. 91 10/24/2022 RECEIVED NYSCEF: 02/13/2023 RESPONSE: Defendant admits the allegation in Paragraph 19 of the Complaint that Plaintiff “emigrated to the United States” in or around 1996, but denies knowledge or information sufficient to form a belief as to the truth or accuracy of the remaining allegations contained in Paragraph 19 of the Complaint. 20. Upon information and belief, in 1996, Plaintiff’s brother, xxxx, had been living in the United States for approximately 10 to 15 years. RESPONSE: Defendant denies the allegations contained in Paragraph 20 of the Complaint. 21. Initially, Plaintiff faced hurdles when he moved to the United States, one of which was the fact that he did not have any credit history, resulting in his inability to obtain a mortgage or loan. RESPONSE: Defendant denies knowledge or information sufficient to form a belief as to the truth or accuracy of the allegations contained in Paragraph 21 of the Complaint. 22. Plaintiff expressed to xxxx his desire to open a liquor store, and xxxx offered to help by procuring, through an entity that he and Plaintiff would form, to wit, Rockville Corp., certain mortgage financing to purchase the Property out of which Plaintiff would operate his Bargain Liquor Store (the “Store”). RESPONSE: Defendant admits the allegations contained in Paragraph 22 of the Complaint to the extent that her late husband, xxxx xxxxx (“xxxx”), purchased the property at 172 Sunrise Highway, Rockville Centre, New York (the “Property”), but otherwise denies the remaining allegations contained in Paragraph 22 of the Complaint. 23. Plaintiff and xxxx agreed ownership of Rockville Corp. would be allocated to Plaintiff (80%) and xxxx (20%). RESPONSE: Defendant denies the allegations in Paragraph 23 of the Compl