Preview
FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017
NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- -------------------- ----------- -X
ROYCE OTTO SUN,
VERIFIED ANSWER TO AMENDED
Plaintiff, COMPLAINT WITH AFFIRMATIVE
DEFENSES AND COUNTERCLAIMS
-against- Index No. 650331/17
JOY GREENE YASUMURA, individually and
as Executor of the Estate of MUTSUO
YASUMURA, ABBE KADISH,
and MUTS & JOY, INC.,
Defendants.
- --------------------- ---- - -- - - --X
The Defendâñts, Joy Greene Yasumura, individually and as the Executor to the Estate of
Mutsuo Yasumura and Muts & Joy & Inc. s/h/a Muts & Joy, Inc., by their attorney Matthew A.
Kaufman, Esq., do state and say as and for their Verified Answer with Affirmative Defenses and
Counterclaims to Plaintiff's Verified Ameded Complaint as follows:
ANSWERING PLAINTIFF'S COMPLAINT
1. The Defendants deny knowledge or information sufficient to form a belief as to
"1"
the allegations contained in paragraph numbered and otherwise leaves all
questions of fact and law to the Court.
"4"
2. The Defendants deny the allegations contained in paragraph numbered except
the Defendant Muts & Joy & Inc. s/h/a Muts & Joy, Inc. [hereinafter, "M&J"] is a
domestic corporation doing business in the State of New York.
3. The Defendants Mutsuo Yasumura [hereinafter "M.Yasumura"] and Joy Greene
Yasumura [hereinafter, "J.G. Yasumura"] deny the allegations contained in
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"5"
paragraph numbered except J.G. Yasumura were the exclusive owner of
shares of stock with leases assigned and issued for Units 1A and 1K in a the entity
"40th
known as Street Tenants Corporation", a domestic corporation formed
pursuant to the New York Cooperative Corporations Law, with its principal place
of business in the County of New York, City and State of New York [hereinafter
"40th
referred to as Street"], and otherwise leave all questions of fact and law to
the Court.
4. The Defendants deny knowledge or information sufficient to form a belief as to
the allegations contained in paragraph numbered "6", except upon information
and belief, Abbe Kadish is an attorney licensed to practice law in the State of New
York with an office at 225 Broadway, New York, New York and otherwise leaves
allquestions of fact and law to the Court.
5. The Defendants deny knowledge or information sufficient to form a belief as to
"7" "8"
the allegations contained in paragraphs numbered and and otherwise
leaves all questions of fact and law to the Court.
ANSWERING PLAINTIFF'S FIRST CAUSE OF ACTION
"1" "8"
6. The Defendants repeat and reallege their answers to ¶¶ to of the Amended
Complaint as if more fully stated herein.
"10"
7. The Defendants deny the allegations of pasassaph numbered except admit
the parties entered into a contract regarding the sale of their shares of stock and
"1A" "1K" 40th
interest in two separate units, and of Street Tenants Corporation,
along with other ancillary items, pursuant to specific conditions, in the amount of
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$2,500,000.00 [hereinafter referred to as the "October 11, 2016 Contract of Sale"]
and otherwise leave all questions of fact and law to the Court.
8. The Defendants deny knowledge or information sufficient to form a belief as to
the allegations contaiñed in paragraph numbered "11", except upon information
and belief, Abbe Kadish did sign the "October 11, 2016 Contract of Sale".
9. The Defendants deny knowledge or information sufficient to form a belief as to
the allegations contained in paragraph numbered "12", except upon information
and belief, pursuant to the "October 11, 2016 Contract of Sale", Plaintiff tendered
$250,000.00 as a deposit [hereinafter referred to as the "Escrow Deposit"]
"1.12.1" Sale,"
pursuant to provision of the "October 11, 2016 Contract of and
otherwise leave all questicñs of fact and law to the Court.
10. The Defendants deny knowledge or information sufficient to form a belief as to
the allegations ceñtaiñcd in paragraph numbered "13", except upon information
Deposit"
and belief, Mr. Kadish placed the "Escrow in an account pursuant to the
Sale"
provisions of the "October 11, 2016 Contract of and otherwise leave all
questions of fact and law to the Court.
11. The Defendants deny knowledge or information sufficient to form a belief as to
the allegations ceñtained in paragraph numbered "14", except upon information
and belief, pursuant to the "October 11, 2016 Contract of Sale", Plaintiff was
"40th
required to properly and timely submit an applicanon to the
"40th
Cooperative Corporation and obtain the approval of the COOperative
Corporation and otherwise leave all questions of fact and law to the Court.
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12. The Defendants deny knowledge or information sufficient to form a belief as to
"15"
the allegations contained in paragraph numbered except claim Plaintiff failed
to act in good faith and provide the required and necessary information to the
Cooperative Corporation, and otherwise leave all questions of fact and law to the
Court, including the interpretation and terms of the "October 11, 2016 Contract of
Sale".
13. The Defendants admit the allegations contained in paragraph numbered "16", and
otherwise leave all questioñs of fact and law to the Court, including the
interpretation and terms of the "October 11, 2016 Contract of Sale".
14. The Defendants deny the allegations cont=iüêd in paragraph numbered "17", and
affirmatively state that Plaintiff has failed to properly act in good faith, and has
otherwise fail to disclose material facts and otherwise comply the with the terms
Sale"
and conditions of the "October 11, 2016 Contract of and otherwise leave all
questions of fact and law to the Court.
15. The Defendants deny knowledge or information sufficient to form a belief as to
"18"
the allegations contained in paragraphs numbered and "19", except that in
"40th n
and about November, 2016, the Board of Directors of
Plaintiff that itwould not approve the proposed sale to Plaintiff pursuant to the
Sale"
"October 11, 2016 Contract of and otherwise leave all questions of fact and
fact and law to the Court.
"20"
16. The Defendants deny the allegations contained in paragraph numbered
"40* Street"
except that in and about November, 2016, the Board of Directors of
advised Plaintiff that itwould not approve the proposed sale to Plaintiff pursuant
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Sale"
to the "October 11, 2016 Contract of and otherwise leave all questions of
fact and law to the Court.
"21"
17. The Defendants deny the allegations contained in paragraph numbered
"40th n
except that in and about November, 2016, the Board of Directors of
advised Plaintiff that itwould not approve the proposed sale to Plaintiff pursuant
Sale"
to the "October 11, 2016 Contract of and further state that Plaintiff failed to
Sale"
comply with the terms and conditions of the "October 11, 2016 Contract of
otherwise leave all questions of fact and law to the Court.
18. The Defendants deny knowledge or information sufficient to form a belief as to
the allegations contained in paragraph numbered "22", except that in and about
December, 2016, Plaintiff sent a letter requesting the return of the "Escrow
Deposit" Sale"
pursuant to the "October 11, 2016 Contract of and otherwise leave
allquestions of fact and law to the Court.
"26"
19. The Defendants deny allegations contained in paragraphs numbered "23",
and "27", except that due to Plaintiff's willful breach of the terms and conditions
of the "October 11, 2016 Contract of Sale", he isnot entitled to the return of the
Deposit"
"Escrow and otheñvise leave allquestions of fact and law to the Court.
"29"
20. The Defendants deny allegations contained in paragraphs numbered "28",
and "30", except that Plaintiff acted in bad faith and made false representations of
material fact, and otherwise willfully breached the terms and conditions of the
"October 11, 2016 Contract of Sale", is not entitled to the return of the "Escrow
Deposit"
and otherwise leave allquestions of fact and law to the Court.
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ANSWERING PLAINTIFF'S SECOND CAUSE OF ACTION
"1" "8" "10"
21. The Defêñdañts repeat and reallege their answers to to and to
¶¶
"30"
of the Amended Complaint as if more fully stated herein.
"32"
22. The Defendants deny the allegations contained in paragraphs ñümbered and
"33", except that due to Plaintiff's willful breach of the terms and conditions of
the "October 11, 2016 Contract of Sale", he isnot entitled to the return of the
Deposit"
"Escrow and otherwise leave allquestions of fact and law to the Court.
ANSWERING PLAINTIFF'S THIRD CAUS_E OF ACTION
"1" "10" "30"
23. The Defendants repeat and reallege their answers to ¶¶ to "8", to
"32" "33"
and to of the Amended Complaint as if more fully stated herein.
24. The Defendants deny knowledge or information sufficient to form a belief as to
the allegations contaiñed in paragraph numbered "35", except upon informatioñ
and belief, pursuant to the "October 11, 2016 Contract of Sale", Plaintiff tendered
Deposit" "1.12.1"
the "Escrow pursuant to provision of the "October 11, 2016
Sale"
Contract of to Mr. Kadish and otherwise leave all questions of fact and law
to the Court.
25. The Defendants deny the allegations coñtaiñêd in paragraph numbered "36",
Deposit"
except that Plaintiff is not entitled to the return of the "Escrow due to his
willful breach of the terms and conditions of the "October 11, 2016 Contract of
Sale"
and otherwise leave all questions of fact and law to the Court.
.
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26. The Defendants deny knowledge or information sufficient to form a belief as to
"38"
the allegations contained in gasassaph numbered except that the escrow may
be released by judgment, court order or stipulation of the parties, and otherwise
leave allquestions of fact and law to the Court.
27. The Defendants deny the allegations contained in paragraphs numbered "39",
"40"
and "41", and specifically deny they have breached their obligations under
Sale"
the "October 11, 2016 Contract of and that pursuant to those terms, Plaintiff
Deposit"
is obligated to pay the Defendants the "Escrow and otherwise leave all
questions of fact and law to the Court.
ANSWERING PLAINTIFF'S FOURTH CAUSE OF ACTION
"1" "10"
28. The Defendants repeat and reallege their answers to ¶¶ to "8", to "30",
"32" "33" "35" "41"
to and and of the Complaint as if more fully stated herein.
"43"
29. The Defendants deny the allegations contâiñêd in paragraph numbered and
state that Plaintiff is without standing to request the placement of the "Escrow
Deposition"
in any location except as otherwise provided in the "October 11,
Sale"
2016 Contract of and otherwise leave all questions of fact and law to the
Court.
ANSWERING PLAINTIFF'S FIFTH CAUSE OF ACTION
"1" "10"
30. The Defedsts repeat and reallege their answers to ¶¶ to "8", to "30",
"32" "41" "43"
to "33", "35", and of the Amended Complaint as if more fully
stated herein.
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31. The Defeñdents deny the allegations contained in paragraphs numbered "46",
"48"
"47", and "49", except that upon informaticñ and belief, pursuant to the
"October 11, 2016 Contract of Sale", Mr. Kadish has acted properly in all respects
due to Plaintiff's breach of the terms, conditions and obligations of the "October
Sale"
11, 2016 Contract of and otherwise leave all questions of fact and law to the
Court.
ANSWERING PLAINTIFF'S SIXTH CAUSE OF ACTIO__N
"1" "10"
32. The Defendents repeat and reallege their answers to to "8", to "30",
¶¶
"32" "43" "45" "49"
to "33", "35", "41", and to of the Amended Complaint as if
more fully stated herein.
33. The Defendants specifically deny each and every allegation contaiñêd in
"52" "53"
paragraphs numbered and and affirmatively state they have acted
properly and in good faith and that Plaintiff has materially breached his
Sale"
obligations provided in the "October 11, 2016 Contract of and has made
false statements regarding material facts in order to induce and otherwise deceive
the Defendants, thereby injuring and causing damage to the Defeñdants, otherwise
leave all questions of fact and law to the Court.
ANSWERING PLAINTIFF'S SEVENTH CAUSE OF ACTION
"1" "10"
34. The Defendants repeat and reallege their answers to ¶¶ to "8", to "30",
"32" "45" "49" "51" "53"
to "33", "35", "41", "43", to and to of the Amended
Complaint as if more fully stated herein.
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35. The Defendants specifically deny each and every allegation contained in
"56" "57"
paragraphs numbered "55", and and affirmatively state the "Bill of
Sale" Sale"
is an integrated part of the "October 11, 2016 Contract of and Plaintiff
has made false statements regarding material facts in order to induce and
otherwise deceive the Defendants, thereby injuring and causing damage to the
Sale."
Defeñdañts and voiding the "Bill of The Defendants further affirmatively
state that notwithstanding the foregoing, Plaintiff was told and directed to remove
and take the goods, Plaintiff failed and refused to take the goods and otherwise
leave all questions of fact and law to the Court.
36. The Defendants specifically deny each and every allegation contained in
"60" "61"
pãragraphs numbered "58", "59", and and affirmatively state Plaintiff
failed to complied all the terms and ccñditions necessary and pertinent to the "Bill
of Sale", which is an integrated part of, and contingent upon Plaintiff's complete
performance of the "October 11, 2016 Contract of Sale", and that Plaintiff has
otherwise made false statements regarding material facts in order to induce and
otherwise deceive the Defeñdañts, thereby injuring and causing damage to the
Defendants and voiding the "Bill of Sale. The Defendants further affirmatively
state that notwithstañding the foregoing, Plaintiff was told and directed to remove
and take the goods, Plaintiff failed and refused to take the goods and otherwise
leave all questions of fact and law to the Court.
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ANSWERING PLAINTIFF'S EIGHTH CAUSE OF ACTION
"l" "10"
37. The Defendants repeat and reallege their answers to ¶¶ to "8", to "30",
"32" "45" "51" "53" "55" "61"
to "33", "35", "41", "43", to "49", to and to of the
Amended Complaint as if more fully stated herein.
38. The Defeñdañts specifically deny each and every allegation contained in
"63" "64" Sale"
paragraphs numbered and and affirmatively state the "Bill of is
Sale"
an integrated part of the "October 11, 2016 Contract of and Plaintiff has
made false statements regarding material facts in order to induce and otherwise
deceive the Defendants, thereby injuring and causing damage to the Defendants
Sale,"
and voiding the "Bill of otherwise leave all questions of fact and law to the
Court.
DEFENDANTS'
FIRST AFFIRMATIVE DEFENSE
39. Plaintiff fails to state a claim upon which relief can be granted.
DEFENDANTS'
SECOND AFFIRMATIVE DEFENSE
40. Plaintiff's claims are barred by unclean hands.
DEFENDANTS'
THIRD AFFIRMATIVE DEFENSE
41. Plaintiff's claims are barred by willful statements of material fact.
DEFENDANTS'
FOURTH AFFIRMATIVE DEFENSE
Sale"
42. Plaintiff's claims as to the "Bill of are barred by the Statute of Frauds.
DEFENDANTS' AFFIRMATIVE
FIFTH DEFENSE
Sale"
43. The "Bill of is not an integrated contracted, and is contingent upon
Plaintiff's complete performance under the "October 11, 2016 Contract of Sale".
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DEFENDANTS'
SIXTH AFFIRMATIVE DEFENSE
Sale"
44. Plaintiff's claims to the goods listed in the "Bill of are barred by promissary
estoppel.
DEFENDANTS'
SEVENTH AFFIRMATIVE DEFENSE
45. Plaintiff has failed to mitigate his dãreages regarding the goods referenced in the
"Bill of Sale", and as such, his claim, if any, must be accordingly reduced.
DEFENDANTS'
EIGHTH AFFIRMATIVE DEFENSE
46. Plaintiff is without to request a change of location for deposit for the
standiñg
Deposit."
"Escrow
DEFENDANTS'
NINTH AFFIRMATIVE DEFENSE
47. Plaintiff has failed to mitigate his damages regarding his claim concerning the
Escrew deposit, and as such, his claim, if any, must be accordingly reduced.
DEFENDANTS'
TENTH AFFIRMATIVE DEFENSE
AND FIRST COUNTERCLAIM
48. At all times material herein, the Defendant, Joy Greene Yasumura is a resident of
the County of New York, City and State of New York.
49. At all times material herein, the Defeñdant, Mustuo Yasumura was a resident of
the County of New York, City and State of New York.
a. On December 2, 2017, Mustuo Yasumura passed-away.
b. On January 7, 2019, the Defeñdant Joy Greeen Yasumura was issued
Letters Testamentary on behalf of the Estate of Mastuo Yasumura,
deceased.
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50. At all times material herein, Plaintiff, Royce Sun is a resident of the State of New
York.
51. At all times material herein, Defeñdañt Muts & Joy & Inc. s/h/a Muts & Joy, Inc.
["M&J"] is a domestic corporation, duly formed pursuant to the laws of the State
of New York and doing business in the County of New York, City and State of
New York.
"M&J"
52. At all times material herein, Defendant is a closed corporation, which
shares are exclusively and totally owned by the Defendant J.G. Yasumura.
53. At all times material herein, P1nintiff was advised and aware that Defendant
fully
"M&J"
is a closed corporation, which shares which were exclusively and totally
owned by the Defeñdâñts M.Yaomu-a and J.G. Yasumura.
"40"' Corporation"
54. At all times material hereto, Street Tenants is a domestic
corporation formed pursuant to the New York Cooperative Corporations Law,
with itsprincipal place of business in the County of New York, City and State of
"40'h
New York [hereinafter referred to as Street"].
"40th Street"
55. At all times material hereto, is the owner in fee of the premises
40th
known as 32 West Street, New York, New York [hereiñafter referred to as
40'h
"32 West Street"].
1A"
56. At all times material hereto, "Unit is:
40th n
a. A unit located at "32 West
unit" 40th Street."
b. A unit authorized as a "commercial at "32 West
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IK"
57. At all times material hereto, "Unit is:
40th n
a. A unit located at "32 West
unit" 40'h Street"
b. A unit authorized as a "commercial at "32 West
40th Street"
58. At all times material hereto, the building at "32 West contained
apartments."
residential units, colloquially know as "co-op
"40th Street"
59. As a cooperative corporation, was authorized to issue specific leases
which would entitle the owners of specific shares the right to live and use a
40th Street."
specific unit allocated to those leases in the building at "32 West
60. At all times material hereto, the Defendants M.Yasumura and J.G. Yasumura
"40th Street"
were the owners of 300 shares to [hereinafter referred to as the "lA
Shares"].
61. At all times material hereto, the Defendants M.Yasumura and J.G. Yasumura,
Shares" "40th n
were the shareholders of the "lA to
proprietary lease entitling them to occupy in, and otherwise use an apartment unit
1A"
in the Cooperative building known as "Apartment [hereiñafter referred to as
"lA Proprietary Lease"].
62. At all times material hereto, the Deféñdañts M.Yasumura and J.G. Yasumura
"40th Street"
were the owners of 307 shares to [the "1K Shares"].
63. At all times material hereto, the Defendants M.Yasumura and J.G. Yasumura, as
Shares" "40th street,"
shareholders of the "1K to were issued a proprietary lease
entitling them to occupy in, and otherwise use an apartment unit in the
lK"
Cooperative building known as "Apartment [the "1K Proprietary Lease"].
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"M&J" "1A"
64. At all times material hereto, Defendant operated in Units and "1K",
and as part of its operation, possesses goods and leases for goods and products.
65. In and about 2016, th
Preview
FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK - -------------------- ----------- -X ROYCE OTTO SUN, VERIFIED ANSWER TO AMENDED Plaintiff, COMPLAINT WITH AFFIRMATIVE DEFENSES AND COUNTERCLAIMS -against- Index No. 650331/17 JOY GREENE YASUMURA, individually and as Executor of the Estate of MUTSUO YASUMURA, ABBE KADISH, and MUTS & JOY, INC., Defendants. - --------------------- ---- - -- - - --X The Defendâñts, Joy Greene Yasumura, individually and as the Executor to the Estate of Mutsuo Yasumura and Muts & Joy & Inc. s/h/a Muts & Joy, Inc., by their attorney Matthew A. Kaufman, Esq., do state and say as and for their Verified Answer with Affirmative Defenses and Counterclaims to Plaintiff's Verified Ameded Complaint as follows: ANSWERING PLAINTIFF'S COMPLAINT 1. The Defendants deny knowledge or information sufficient to form a belief as to "1" the allegations contained in paragraph numbered and otherwise leaves all questions of fact and law to the Court. "4" 2. The Defendants deny the allegations contained in paragraph numbered except the Defendant Muts & Joy & Inc. s/h/a Muts & Joy, Inc. [hereinafter, "M&J"] is a domestic corporation doing business in the State of New York. 3. The Defendants Mutsuo Yasumura [hereinafter "M.Yasumura"] and Joy Greene Yasumura [hereinafter, "J.G. Yasumura"] deny the allegations contained in -1- 1 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 "5" paragraph numbered except J.G. Yasumura were the exclusive owner of shares of stock with leases assigned and issued for Units 1A and 1K in a the entity "40th known as Street Tenants Corporation", a domestic corporation formed pursuant to the New York Cooperative Corporations Law, with its principal place of business in the County of New York, City and State of New York [hereinafter "40th referred to as Street"], and otherwise leave all questions of fact and law to the Court. 4. The Defendants deny knowledge or information sufficient to form a belief as to the allegations contained in paragraph numbered "6", except upon information and belief, Abbe Kadish is an attorney licensed to practice law in the State of New York with an office at 225 Broadway, New York, New York and otherwise leaves allquestions of fact and law to the Court. 5. The Defendants deny knowledge or information sufficient to form a belief as to "7" "8" the allegations contained in paragraphs numbered and and otherwise leaves all questions of fact and law to the Court. ANSWERING PLAINTIFF'S FIRST CAUSE OF ACTION "1" "8" 6. The Defendants repeat and reallege their answers to ¶¶ to of the Amended Complaint as if more fully stated herein. "10" 7. The Defendants deny the allegations of pasassaph numbered except admit the parties entered into a contract regarding the sale of their shares of stock and "1A" "1K" 40th interest in two separate units, and of Street Tenants Corporation, along with other ancillary items, pursuant to specific conditions, in the amount of -2- 2 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 $2,500,000.00 [hereinafter referred to as the "October 11, 2016 Contract of Sale"] and otherwise leave all questions of fact and law to the Court. 8. The Defendants deny knowledge or information sufficient to form a belief as to the allegations contaiñed in paragraph numbered "11", except upon information and belief, Abbe Kadish did sign the "October 11, 2016 Contract of Sale". 9. The Defendants deny knowledge or information sufficient to form a belief as to the allegations contained in paragraph numbered "12", except upon information and belief, pursuant to the "October 11, 2016 Contract of Sale", Plaintiff tendered $250,000.00 as a deposit [hereinafter referred to as the "Escrow Deposit"] "1.12.1" Sale," pursuant to provision of the "October 11, 2016 Contract of and otherwise leave all questicñs of fact and law to the Court. 10. The Defendants deny knowledge or information sufficient to form a belief as to the allegations ceñtaiñcd in paragraph numbered "13", except upon information Deposit" and belief, Mr. Kadish placed the "Escrow in an account pursuant to the Sale" provisions of the "October 11, 2016 Contract of and otherwise leave all questions of fact and law to the Court. 11. The Defendants deny knowledge or information sufficient to form a belief as to the allegations ceñtained in paragraph numbered "14", except upon information and belief, pursuant to the "October 11, 2016 Contract of Sale", Plaintiff was "40th required to properly and timely submit an applicanon to the "40th Cooperative Corporation and obtain the approval of the COOperative Corporation and otherwise leave all questions of fact and law to the Court. -3- 3 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 12. The Defendants deny knowledge or information sufficient to form a belief as to "15" the allegations contained in paragraph numbered except claim Plaintiff failed to act in good faith and provide the required and necessary information to the Cooperative Corporation, and otherwise leave all questions of fact and law to the Court, including the interpretation and terms of the "October 11, 2016 Contract of Sale". 13. The Defendants admit the allegations contained in paragraph numbered "16", and otherwise leave all questioñs of fact and law to the Court, including the interpretation and terms of the "October 11, 2016 Contract of Sale". 14. The Defendants deny the allegations cont=iüêd in paragraph numbered "17", and affirmatively state that Plaintiff has failed to properly act in good faith, and has otherwise fail to disclose material facts and otherwise comply the with the terms Sale" and conditions of the "October 11, 2016 Contract of and otherwise leave all questions of fact and law to the Court. 15. The Defendants deny knowledge or information sufficient to form a belief as to "18" the allegations contained in paragraphs numbered and "19", except that in "40th n and about November, 2016, the Board of Directors of Plaintiff that itwould not approve the proposed sale to Plaintiff pursuant to the Sale" "October 11, 2016 Contract of and otherwise leave all questions of fact and fact and law to the Court. "20" 16. The Defendants deny the allegations contained in paragraph numbered "40* Street" except that in and about November, 2016, the Board of Directors of advised Plaintiff that itwould not approve the proposed sale to Plaintiff pursuant -4- 4 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 Sale" to the "October 11, 2016 Contract of and otherwise leave all questions of fact and law to the Court. "21" 17. The Defendants deny the allegations contained in paragraph numbered "40th n except that in and about November, 2016, the Board of Directors of advised Plaintiff that itwould not approve the proposed sale to Plaintiff pursuant Sale" to the "October 11, 2016 Contract of and further state that Plaintiff failed to Sale" comply with the terms and conditions of the "October 11, 2016 Contract of otherwise leave all questions of fact and law to the Court. 18. The Defendants deny knowledge or information sufficient to form a belief as to the allegations contained in paragraph numbered "22", except that in and about December, 2016, Plaintiff sent a letter requesting the return of the "Escrow Deposit" Sale" pursuant to the "October 11, 2016 Contract of and otherwise leave allquestions of fact and law to the Court. "26" 19. The Defendants deny allegations contained in paragraphs numbered "23", and "27", except that due to Plaintiff's willful breach of the terms and conditions of the "October 11, 2016 Contract of Sale", he isnot entitled to the return of the Deposit" "Escrow and otheñvise leave allquestions of fact and law to the Court. "29" 20. The Defendants deny allegations contained in paragraphs numbered "28", and "30", except that Plaintiff acted in bad faith and made false representations of material fact, and otherwise willfully breached the terms and conditions of the "October 11, 2016 Contract of Sale", is not entitled to the return of the "Escrow Deposit" and otherwise leave allquestions of fact and law to the Court. -5- 5 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 ANSWERING PLAINTIFF'S SECOND CAUSE OF ACTION "1" "8" "10" 21. The Defêñdañts repeat and reallege their answers to to and to ¶¶ "30" of the Amended Complaint as if more fully stated herein. "32" 22. The Defendants deny the allegations contained in paragraphs ñümbered and "33", except that due to Plaintiff's willful breach of the terms and conditions of the "October 11, 2016 Contract of Sale", he isnot entitled to the return of the Deposit" "Escrow and otherwise leave allquestions of fact and law to the Court. ANSWERING PLAINTIFF'S THIRD CAUS_E OF ACTION "1" "10" "30" 23. The Defendants repeat and reallege their answers to ¶¶ to "8", to "32" "33" and to of the Amended Complaint as if more fully stated herein. 24. The Defendants deny knowledge or information sufficient to form a belief as to the allegations contaiñed in paragraph numbered "35", except upon informatioñ and belief, pursuant to the "October 11, 2016 Contract of Sale", Plaintiff tendered Deposit" "1.12.1" the "Escrow pursuant to provision of the "October 11, 2016 Sale" Contract of to Mr. Kadish and otherwise leave all questions of fact and law to the Court. 25. The Defendants deny the allegations coñtaiñêd in paragraph numbered "36", Deposit" except that Plaintiff is not entitled to the return of the "Escrow due to his willful breach of the terms and conditions of the "October 11, 2016 Contract of Sale" and otherwise leave all questions of fact and law to the Court. . -6- 6 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 26. The Defendants deny knowledge or information sufficient to form a belief as to "38" the allegations contained in gasassaph numbered except that the escrow may be released by judgment, court order or stipulation of the parties, and otherwise leave allquestions of fact and law to the Court. 27. The Defendants deny the allegations contained in paragraphs numbered "39", "40" and "41", and specifically deny they have breached their obligations under Sale" the "October 11, 2016 Contract of and that pursuant to those terms, Plaintiff Deposit" is obligated to pay the Defendants the "Escrow and otherwise leave all questions of fact and law to the Court. ANSWERING PLAINTIFF'S FOURTH CAUSE OF ACTION "1" "10" 28. The Defendants repeat and reallege their answers to ¶¶ to "8", to "30", "32" "33" "35" "41" to and and of the Complaint as if more fully stated herein. "43" 29. The Defendants deny the allegations contâiñêd in paragraph numbered and state that Plaintiff is without standing to request the placement of the "Escrow Deposition" in any location except as otherwise provided in the "October 11, Sale" 2016 Contract of and otherwise leave all questions of fact and law to the Court. ANSWERING PLAINTIFF'S FIFTH CAUSE OF ACTION "1" "10" 30. The Defedsts repeat and reallege their answers to ¶¶ to "8", to "30", "32" "41" "43" to "33", "35", and of the Amended Complaint as if more fully stated herein. -7- 7 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 31. The Defeñdents deny the allegations contained in paragraphs numbered "46", "48" "47", and "49", except that upon informaticñ and belief, pursuant to the "October 11, 2016 Contract of Sale", Mr. Kadish has acted properly in all respects due to Plaintiff's breach of the terms, conditions and obligations of the "October Sale" 11, 2016 Contract of and otherwise leave all questions of fact and law to the Court. ANSWERING PLAINTIFF'S SIXTH CAUSE OF ACTIO__N "1" "10" 32. The Defendents repeat and reallege their answers to to "8", to "30", ¶¶ "32" "43" "45" "49" to "33", "35", "41", and to of the Amended Complaint as if more fully stated herein. 33. The Defendants specifically deny each and every allegation contaiñêd in "52" "53" paragraphs numbered and and affirmatively state they have acted properly and in good faith and that Plaintiff has materially breached his Sale" obligations provided in the "October 11, 2016 Contract of and has made false statements regarding material facts in order to induce and otherwise deceive the Defendants, thereby injuring and causing damage to the Defeñdants, otherwise leave all questions of fact and law to the Court. ANSWERING PLAINTIFF'S SEVENTH CAUSE OF ACTION "1" "10" 34. The Defendants repeat and reallege their answers to ¶¶ to "8", to "30", "32" "45" "49" "51" "53" to "33", "35", "41", "43", to and to of the Amended Complaint as if more fully stated herein. -8- 8 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 35. The Defendants specifically deny each and every allegation contained in "56" "57" paragraphs numbered "55", and and affirmatively state the "Bill of Sale" Sale" is an integrated part of the "October 11, 2016 Contract of and Plaintiff has made false statements regarding material facts in order to induce and otherwise deceive the Defendants, thereby injuring and causing damage to the Sale." Defeñdañts and voiding the "Bill of The Defendants further affirmatively state that notwithstanding the foregoing, Plaintiff was told and directed to remove and take the goods, Plaintiff failed and refused to take the goods and otherwise leave all questions of fact and law to the Court. 36. The Defendants specifically deny each and every allegation contained in "60" "61" pãragraphs numbered "58", "59", and and affirmatively state Plaintiff failed to complied all the terms and ccñditions necessary and pertinent to the "Bill of Sale", which is an integrated part of, and contingent upon Plaintiff's complete performance of the "October 11, 2016 Contract of Sale", and that Plaintiff has otherwise made false statements regarding material facts in order to induce and otherwise deceive the Defeñdañts, thereby injuring and causing damage to the Defendants and voiding the "Bill of Sale. The Defendants further affirmatively state that notwithstañding the foregoing, Plaintiff was told and directed to remove and take the goods, Plaintiff failed and refused to take the goods and otherwise leave all questions of fact and law to the Court. -9- 9 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 ANSWERING PLAINTIFF'S EIGHTH CAUSE OF ACTION "l" "10" 37. The Defendants repeat and reallege their answers to ¶¶ to "8", to "30", "32" "45" "51" "53" "55" "61" to "33", "35", "41", "43", to "49", to and to of the Amended Complaint as if more fully stated herein. 38. The Defeñdañts specifically deny each and every allegation contained in "63" "64" Sale" paragraphs numbered and and affirmatively state the "Bill of is Sale" an integrated part of the "October 11, 2016 Contract of and Plaintiff has made false statements regarding material facts in order to induce and otherwise deceive the Defendants, thereby injuring and causing damage to the Defendants Sale," and voiding the "Bill of otherwise leave all questions of fact and law to the Court. DEFENDANTS' FIRST AFFIRMATIVE DEFENSE 39. Plaintiff fails to state a claim upon which relief can be granted. DEFENDANTS' SECOND AFFIRMATIVE DEFENSE 40. Plaintiff's claims are barred by unclean hands. DEFENDANTS' THIRD AFFIRMATIVE DEFENSE 41. Plaintiff's claims are barred by willful statements of material fact. DEFENDANTS' FOURTH AFFIRMATIVE DEFENSE Sale" 42. Plaintiff's claims as to the "Bill of are barred by the Statute of Frauds. DEFENDANTS' AFFIRMATIVE FIFTH DEFENSE Sale" 43. The "Bill of is not an integrated contracted, and is contingent upon Plaintiff's complete performance under the "October 11, 2016 Contract of Sale". -10- 10 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 DEFENDANTS' SIXTH AFFIRMATIVE DEFENSE Sale" 44. Plaintiff's claims to the goods listed in the "Bill of are barred by promissary estoppel. DEFENDANTS' SEVENTH AFFIRMATIVE DEFENSE 45. Plaintiff has failed to mitigate his dãreages regarding the goods referenced in the "Bill of Sale", and as such, his claim, if any, must be accordingly reduced. DEFENDANTS' EIGHTH AFFIRMATIVE DEFENSE 46. Plaintiff is without to request a change of location for deposit for the standiñg Deposit." "Escrow DEFENDANTS' NINTH AFFIRMATIVE DEFENSE 47. Plaintiff has failed to mitigate his damages regarding his claim concerning the Escrew deposit, and as such, his claim, if any, must be accordingly reduced. DEFENDANTS' TENTH AFFIRMATIVE DEFENSE AND FIRST COUNTERCLAIM 48. At all times material herein, the Defendant, Joy Greene Yasumura is a resident of the County of New York, City and State of New York. 49. At all times material herein, the Defeñdant, Mustuo Yasumura was a resident of the County of New York, City and State of New York. a. On December 2, 2017, Mustuo Yasumura passed-away. b. On January 7, 2019, the Defeñdant Joy Greeen Yasumura was issued Letters Testamentary on behalf of the Estate of Mastuo Yasumura, deceased. -11- 11 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 50. At all times material herein, Plaintiff, Royce Sun is a resident of the State of New York. 51. At all times material herein, Defeñdañt Muts & Joy & Inc. s/h/a Muts & Joy, Inc. ["M&J"] is a domestic corporation, duly formed pursuant to the laws of the State of New York and doing business in the County of New York, City and State of New York. "M&J" 52. At all times material herein, Defendant is a closed corporation, which shares are exclusively and totally owned by the Defendant J.G. Yasumura. 53. At all times material herein, P1nintiff was advised and aware that Defendant fully "M&J" is a closed corporation, which shares which were exclusively and totally owned by the Defeñdâñts M.Yaomu-a and J.G. Yasumura. "40"' Corporation" 54. At all times material hereto, Street Tenants is a domestic corporation formed pursuant to the New York Cooperative Corporations Law, with itsprincipal place of business in the County of New York, City and State of "40'h New York [hereinafter referred to as Street"]. "40th Street" 55. At all times material hereto, is the owner in fee of the premises 40th known as 32 West Street, New York, New York [hereiñafter referred to as 40'h "32 West Street"]. 1A" 56. At all times material hereto, "Unit is: 40th n a. A unit located at "32 West unit" 40th Street." b. A unit authorized as a "commercial at "32 West -12- 12 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 IK" 57. At all times material hereto, "Unit is: 40th n a. A unit located at "32 West unit" 40'h Street" b. A unit authorized as a "commercial at "32 West 40th Street" 58. At all times material hereto, the building at "32 West contained apartments." residential units, colloquially know as "co-op "40th Street" 59. As a cooperative corporation, was authorized to issue specific leases which would entitle the owners of specific shares the right to live and use a 40th Street." specific unit allocated to those leases in the building at "32 West 60. At all times material hereto, the Defendants M.Yasumura and J.G. Yasumura "40th Street" were the owners of 300 shares to [hereinafter referred to as the "lA Shares"]. 61. At all times material hereto, the Defendants M.Yasumura and J.G. Yasumura, Shares" "40th n were the shareholders of the "lA to proprietary lease entitling them to occupy in, and otherwise use an apartment unit 1A" in the Cooperative building known as "Apartment [hereiñafter referred to as "lA Proprietary Lease"]. 62. At all times material hereto, the Deféñdañts M.Yasumura and J.G. Yasumura "40th Street" were the owners of 307 shares to [the "1K Shares"]. 63. At all times material hereto, the Defendants M.Yasumura and J.G. Yasumura, as Shares" "40th street," shareholders of the "1K to were issued a proprietary lease entitling them to occupy in, and otherwise use an apartment unit in the lK" Cooperative building known as "Apartment [the "1K Proprietary Lease"]. -13- 13 of 33 FILED: NEW YORK COUNTY CLERK 07/09/2019 06:19 PM INDEX NO. 650331/2017 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 07/09/2019 "M&J" "1A" 64. At all times material hereto, Defendant operated in Units and "1K", and as part of its operation, possesses goods and leases for goods and products. 65. In and about 2016, th