Preview
FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
Exhibit 2
FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
1
1 SUPREME COURT OF THE STATE OF NEW YORK
2 COMMERCIAL DIVISION, NEW YORK COUNTY
3 Index No. 657193/20
4 ------------------------------------------------x
5 YASEMIN TEKINER,
in her individual capacity, as a beneficiary and
6 a Trustee of The Yasemin Tekiner 2011
Descendants Trust and derivatively as a holder
7 of equitable interests in a shareholder or a
member of the Company Defendants,
8 Plaintiff,
9 - against –
10 BREMEN HOUSE INC., BREMEN HOUSE TEXAS,
INC., GERMAN NEWS COMPANY, INC., GERMAN
11 NEWS TEXAS, INC., 254 - 258 W. 35TH ST. LLC,
BERRIN TEKINER, GONCA TEKINER, and
12 BILLUR AKIPEK, in her capacity as a Trustee of
The Yasemin Tekiner 2011 Descendants Trust,
13 Defendants.
14 ------------------------------------------------x
15 Remote Deposition
16 December 8, 2021
17 9:36 a.m.
18
19 DEPOSITION of BILLUR AKIPEK, taken by
20 Plaintiff, via Zoom, before Eleanor Greenhouse, a
21 Shorthand Reporter and Notary Public within and
22 for the State of New York.
23
GREENHOUSE REPORTING, INC.
24 313 West 118th Street - Unit 4C
New York, New York 10026
25 (212) 279-5108
Greenhouse Reporting, Inc. (212) 279-5108
www.GreenhouseReporting.com
FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
2
1 A P P E A R A N C E S:
2
3 MANDEL BHANDARI LLP
4 Attorneys for Plaintiff
5 80 Pine Street, 33rd Floor
6 New York, New York 10005
7 BY: EVAN MANDEL, ESQ.
8
9 NORTON ROSE FULBRIGHT US LLP
10 Attorneys for Defendants and the Witness
11 BY: JUDITH A. ARCHER, ESQ.
12 SEAN TOPPING, ESQ.
13
14 ALSO PRESENT:
15 DANIELLE WALSH, Mandel Bhandari LLP
16 GEORGE LIBBARES, Videographer
17
18
19
20
21
22
23
24
25
Greenhouse Reporting, Inc. (212) 279-5108
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
3
1 THE VIDEO TECHNICIAN: Good morning.
2 We are now recording and on the record at
3 9:36 a.m. on December 8, 2021, Eastern
4 Standard Time. This is the deposition of
5 Billur Akipek in the matter of Yasemin
6 Tekiner versus Bremen House Inc., et al.,
7 filed in the Supreme Court of the State of
8 New York, Commercial Division, County of
9 New York, Index No. 657193/20.
10 This deposition is being taken via
11 Zoom. The court reporter will now read in
12 her announcement and we will begin.
13 THE COURT REPORTER: Good morning.
14 My name is Eleanor Greenhouse and I am the
15 court reporter representing the court
16 reporting firm Greenhouse Reporting.
17 Because this is a remote deposition,
18 the court reporter will not be physically
19 present with the witness whose deposition
20 is being taken. The parties agree not to
21 challenge the validity of any oath
22 administered by the court reporter, even if
23 the court reporter is a notary of a state
24 other than where the deponent is currently
25 physically located.
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
4
1 Would each attendee, starting with
2 the examining attorney, please indicate
3 your agreement by stating your name, your
4 firm affiliation and your agreement on the
5 record.
6 MR. MANDEL: Evan Mandel, Mandel
7 Bhandari LLP. We represent the Plaintiff
8 and we agree.
9 MS. ARCHER: Judith Archer, Norton
10 Rose Fulbright. We represent the
11 Defendants, including the witness, and we
12 agree as well.
13 MR. TOPPING: Sean Topping also on
14 behalf of the Defendants, including the
15 Deponent, and I agree.
16 B I L L U R A K I P E K , was sworn by
17 the Notary Public as follows:
18 THE COURT REPORTER: Do you swear or
19 affirm to tell the truth, the whole truth,
20 and nothing but the truth, and do you
21 acknowledge that although I am not
22 physically in the room with you, that this
23 oath is administered with the same force
24 and effect as though I were?
25 THE WITNESS: I do.
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 MR. MANDEL: Good morning, Ms.
2 Akipek. My name is Evan Mandel and I
3 represent Yasemin Tekiner in this matter.
4 THE WITNESS: Good morning, Mr.
5 Mandel.
6 MR. MANDEL: Thank you for being
7 here today. I'd like to begin with Tab
8 number 96. My colleague, Danielle Walsh,
9 is on this line and she will upload the
10 documents into the chat so that everyone
11 has them as we're using them. I will show
12 you the documents, Ms. Akipek, on the
13 screen so if you have -- if you ever can't
14 see a document or want to be shown a
15 different document, just let me know and I
16 can show it to you.
17 Alternatively, you're free to
18 download the document from the chat
19 function and see it yourself at any time
20 should you desire to do so.
21 THE WITNESS: Okay, thank you.
22 MR. MANDEL: This will be marked as
23 Plaintiff's Exhibit 1.
24 (Plaintiff's Exhibit 1, one-page
25 e-mail from Berrin Tekiner to Bahar dated
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
6
1 June 15, 2017, marked for identification.)
2 EXAMINATION BY
3 MR. MANDEL:
4 Q. This is a one-page e-mail from
5 Berrin Tekiner to Bahar dated June 15, 2017. In
6 this e-mail Berrin states, "And from now on if you
7 have any criticism about business of me and Gonca,
8 please do not involve Billur, Yuksel or anyone
9 else in the office. They only execute what we
10 say, have nothing to do with decision-making, and
11 it doesn't look good for the company, me or your
12 sister?"
13 Is Berrin's statement that you have
14 nothing to do with the decision-making at the
15 companies true or false?
16 MS. ARCHER: Objection. Evan, can
17 you make the document larger on the screen.
18 I want to see whether Ms. Akipek is
19 actually on here and received it. Okay.
20 Thank you.
21 MR. MANDEL: Is that large enough,
22 Judith?
23 MS. ARCHER: Yes, it is. The
24 documents are extremely small when you post
25 them so I think it will be hopeful,
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 certainly for me, with my terrible eyes,
2 but also for the witness, that you might
3 actually make sure that you are they're
4 zoomed when you upload them.
5 MR. MANDEL: I'm happy to do that.
6 MS. ARCHER: Thank you.
7 Q. Ms. Akipek, can you read this
8 document?
9 A. Yes, I read it.
10 Q. If you ever have trouble reading a
11 document because it's too small or you can't see
12 something, you just let me know. Let me just
13 repeat the question.
14 Is Berrin's statement that you have
15 nothing to do with decision-making at the
16 companies true or false?
17 A. It's false.
18 Q. How is it false?
19 A. Because we always have open
20 discussions and work as a team.
21 Q. Is Berrin's statement that Yuksel
22 has nothing to do with decision-making at the
23 companies true or false?
24 MS. ARCHER: Objection to form.
25 A. Yuksel is the bookkeeper and she is
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 a technical worker, works in the accounting
2 department. She is not involved in
3 decision-making.
4 Q. Other than Berrin and yourself, is
5 anyone at the companies involved with
6 decision-making?
7 A. Yes.
8 Q. Who else?
9 A. Gonca.
10 Q. Anyone else?
11 A. That's about it.
12 Q. Why would Berrin have said you have
13 nothing to do with decision-making when that isn't
14 true?
15 MS. ARCHER: Objection. Asks for
16 speculation given that she was not on the
17 document.
18 MR. MANDEL: You may answer.
19 MS. ARCHER: You can answer to the
20 best you can.
21 A. My interpretation is that there were
22 times Yasemin was bombarding the bookkeeper and
23 Berrin didn't want her interference and harassing
24 the office. She didn't want us to be disturbed
25 from our daily duties.
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 Q. So Berrin sent this e-mail because
2 she wanted Yasemin to stop discussing
3 decision-making with you or Yuksel or anyone else
4 at the office?
5 MS. ARCHER: Objection.
6 Mischaracterizes the testimony. You can
7 answer.
8 A. Can you repeat your question?
9 Q. Did Berrin send this e-mail because
10 she didn't -- withdrawn.
11 Did Berrin send this e-mail because
12 she didn't want Yasemin to discuss decision-making
13 at the office with anyone other than Gonca or
14 Berrin?
15 MS. ARCHER: The same objection.
16 A. I interpreted it as she didn't want
17 us to be disturbed with unnecessary comments or
18 questions.
19 Q. Did Berrin ever tell you that she
20 didn't want Yasemin to disturb you?
21 A. I don't recall.
22 Q. In this e-mail, Berrin also states,
23 "They only execute what we say."
24 Is Berrin's statement that you only
25 execute what she and Gonca says true or false?
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 MS. ARCHER: Object to the form.
2 A. As I said before, it's teamwork. We
3 have open discussions and we make the
4 decision-making together.
5 Q. So you participate in the
6 decision-making; correct?
7 A. Yes.
8 Q. Was it important -- withdrawn.
9 Am I correct that Yasemin no longer
10 has a role at the companies?
11 A. Yes.
12 Q. But prior to January 2021, she did
13 have a role at the companies; correct?
14 A. Somehow, yes.
15 Q. What was her role at the companies
16 prior to January 2021?
17 A. She was one of the members of the
18 board and an officer.
19 Q. What officer position did she hold?
20 A. Vice-president.
21 Q. Was she also the treasurer of German
22 News?
23 A. Yes.
24 Q. Was she the vice-president of Bremen
25 House?
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 A. Yes.
2 Q. Did she hold any other positions?
3 A. I don't recall.
4 Q. What were her responsibilities as
5 vice-president of Bremen House?
6 A. Frankly, she was not very involved
7 with the company. I cannot describe it at this
8 point.
9 Q. Did she have any responsibilities at
10 all?
11 A. No.
12 Q. How about as treasurer of German
13 News, did she have any responsibilities at all as
14 treasurer of German News?
15 A. When we had the refinancing or
16 mortgage processes, she had to sign off on the
17 documents and she had to sign as an officer of the
18 company.
19 Q. Did she have any other
20 responsibilities?
21 A. Not on a daily basis.
22 Q. Any other responsibilities on kind
23 of a big picture basis?
24 A. Yeah. Recently, last year, in the
25 sale and the purchase of the exchange properties,
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 she was a part of the group in the
2 decision-making.
3 Q. Are you referring to the sale of a
4 portfolio of properties to Extell?
5 A. Yes.
6 Q. What was Yasemin's role in
7 connection with that sale?
8 A. My understanding was that they were
9 having weekly meetings with Berrin Tekiner, Gonca,
10 Zeynep, Z-e-y-n-e-p, the brokers and the
11 attorneys.
12 Q. Did you participate in those weekly
13 meetings?
14 A. No, I did not.
15 Q. Did Yasemin participate in all of
16 those weekly meetings or just some of them?
17 A. I don't know.
18 MS. ARCHER: Object to the form.
19 Q. Other than attending those meetings,
20 did Yasemin have any role in the decision-making
21 process in connection with the Extell sale?
22 A. Yes. She signed the agreement for
23 the sale and the 1031 exchange, eventually, the
24 second leg.
25 Q. When was the 1031 exchange?
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 A. It started with the sale of the
2 portfolio on December 21, 2020, and it was
3 completed June 2021.
4 Q. Other than participating in those
5 weekly meetings and other than signing the
6 purchase and sale agreement with Extell and the
7 1031 agreement, did Yasemin have any role at all
8 in the Extell sale process?
9 MS. ARCHER: Object to the form.
10 A. I don't know.
11 Q. Did you have any role in the Extell
12 sale process?
13 A. I was producing some documents and
14 responding to questions that the potential buyer
15 was asking at the time.
16 Q. What types of documents were you
17 providing?
18 A. Land selection, financial
19 statements, questions regarding the buildings'
20 structure, units, boilers, general
21 building-related questions and sometimes showing
22 them the space.
23 Q. Returning to Yasemin's role in
24 decision-making at the companies more generally, I
25 know you've testified she participated in the
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 decision-making process in connection with the
2 Extell sale, but setting that aside, did she
3 participate in any other decision-making at the
4 companies?
5 A. Yes.
6 Q. What else?
7 A. When we were in the process of
8 renting our large retail space, specifically at
9 220, she was part of our group talking to the
10 brokers and the attorneys.
11 Q. When was that happening?
12 A. Most likely between 2016 and 2019.
13 Q. And you said 220. What is the rest
14 of that address?
15 A. 220 East 86th Street.
16 Q. Did she have any opinions as to what
17 should be done about the rental of that large
18 retail space at 220 East 86th Street?
19 A. Yes, she did.
20 Q. What were those opinions?
21 A. Yasemin's opinions were
22 unfortunately very unrealistic at the time. She
23 was not aware of the market, New York market
24 conditions, in terms of how much to ask per square
25 foot. She heard that they were in the 300's,
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 although our group and the brokers believed we
2 could hardly get between 100, $150 per square
3 feet.
4 And also, since you asked, I'm
5 continuing, there were a couple of cases where
6 because of her personal opinions, political views
7 or sentimental views, she did not allow us to rent
8 to Chick-fil-A. She didn't even want to consider
9 them as part of the negotiations, and we
10 considered it a big loss because they rented space
11 just a block away, half a block away, and they are
12 very successful. So she caused a major rent loss
13 for us.
14 Q. So other than what you've already
15 described, did Yasemin participate in any
16 decisions at any of the companies?
17 A. I don't recall any now.
18 Q. Let's stick with 220 East 86th
19 Street. Was that the address where Chick-fil-A
20 was going to be a potential tenant or was the
21 Chick-fil-A issue a separate address?
22 A. That was the address that
23 Chick-fil-A was going to be a tenant if we had
24 conducted the negotiation.
25 Q. And why didn't you conduct the
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 negotiations with Chick-fil-A?
2 A. Because Yasemin said strictly
3 because of their treatment of gay rights, she
4 would not accept them as a tenant in a building
5 where she has an interest.
6 Q. Did anyone disagree with Yasemin's
7 thinking on Chick-fil-A?
8 A. We all did, but we wanted to respect
9 her wish at this point.
10 Q. When you say "we all did," who are
11 you referring to?
12 A. Berrin Tekiner, Gonca Tekiner, and
13 me.
14 Q. Did Yasemin have the authority to
15 prevent the companies from renting to Chick-fil-A?
16 MS. ARCHER: Object to the form.
17 Calls for a legal conclusion.
18 A. At the time we didn't want to
19 conduct more discussions because we weren't aware
20 that it was going to be so hard for us to find a
21 good tenant for the space, and the retail had
22 already started struggling, so in retrospect, we
23 were very disturbed by the fact that we lost a
24 potential good-paying successful tenant.
25 Q. So at the time you decided not to
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 engage with Chick-fil-A, you thought you would
2 find it relatively easy to identify an alternative
3 tenant?
4 A. Yes.
5 Q. And that proved to be incorrect?
6 A. Yes.
7 Q. How long did it take to ultimately
8 find a new tenant for that space?
9 A. Two years.
10 Q. Who was the new tenant that you
11 found?
12 A. Orange Theory.
13 Q. What rent did Orange Theory agree to
14 pay?
15 A. $38,000 per month.
16 Q. How much is that on a square foot
17 basis?
18 A. Probably it comes to anything
19 between 80 to 100. It's below $150 per square
20 foot.
21 Q. Did Chick-fil-A ever make an offer
22 to rent that space?
23 A. At the time we were under the
24 impression that they were going to pay, minimum,
25 $50,000.
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 Q. What was that impression based on?
2 A. On the brokers.
3 Q. Did Chick-fil-A make an actual
4 offer?
5 A. Because of Yasemin Tekiner, we did
6 not let them conduct any further negotiation.
7 Q. What do you mean when you say you
8 didn't let them conduct any further negotiations?
9 A. That was a categorical no from
10 Yasemin and the board decided to let it go.
11 Q. Which board decided to let it go?
12 A. Bremen House.
13 Q. Who sat on that board at that time?
14 A. Berrin Tekiner, Gonca Tekiner and
15 me.
16 Q. Did Zeynep sit on the board at that
17 time?
18 A. Yes.
19 Q. Did Yasemin sit on the board at that
20 time?
21 A. She was on the board, yes.
22 Q. After the board made that decision,
23 what did it communicate to the broker about the
24 possibility of renting to Chick-fil-A?
25 A. They were shocked, frankly. They
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 were shocked. They said this is a business
2 decision and they resented the fact that we turned
3 down such a strong candidate.
4 Q. I'm asking a slightly different
5 question, and this may happen today. I'm not
6 asking what the broker's reaction was when you
7 communicated your decision, the board's decision,
8 to the broker. What I'm asking is what precisely
9 did the board communicate to the broker about its
10 decision?
11 A. We were sitting in the conference
12 room so the broker was on my left, Berrin Tekiner
13 next to him. So it was an instant feedback and
14 Yasemin was on the phone.
15 Q. I'm sorry. I interrupted you. I'm
16 going to try very hard not to do that. It's very
17 important for the court reporter, as I'm sure your
18 lawyer has told you, for us to try not to
19 interrupt each other because the court reporter
20 can't take down both of us speaking at the same
21 time. You've done a great job of not interrupting
22 me. I will try and do as good a job as you're
23 doing.
24 Who was at this meeting?
25 A. Berrin Tekiner, Gonca Tekiner. I
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
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1 was in the meeting. Yasemin was on the phone.
2 Q. And the broker was there; correct?
3 A. And the broker.
4 Q. Prior to that meeting, had
5 Chick-fil-A made an actual offer to rent the
6 space?
7 MS. ARCHER: Object to the form.
8 A. That was our broker's client so that
9 is what we assumed.
10 Q. How much was the offer for?
11 A. My recollection is over $50,000 per
12 month.
13 Q. So Chick-fil-A offered to rent the
14 space for over $50,000 a month; correct?
15 A. Correct.
16 Q. Was that offer made orally or was
17 that put in writing?
18 A. Orally.
19 Q. How long was the lease for?
20 A. 10 to 15 years.
21 Q. When you say 10 to 15 years, do you
22 recall -- I'm just trying to understand what that
23 means. Are you saying that Chick-fil-A expressed
24 an offer that it was willing to rent the space for
25 anywhere from 10 to 15 years, or are you saying
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
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1 you don't recall precisely what the length of the
2 lease was?
3 MS. ARCHER: Objection to form. You
4 can answer.
5 A. My recollection is according to the
6 broker, they were interested for a lease between
7 10 to 15 years.
8 Q. Was the price going to remain the
9 same throughout the entire lease?
10 A. With most likely 3 percent rent
11 increases every other year.
12 Q. When you say most likely, was that a
13 term -- I don't understand -- withdrawn.
14 MS. ARCHER: Before you ask your
15 question I apologize and I don't --
16 (Discussion off the record.)
17 Q. When you say there would most likely
18 be increases of 3 percent either every year or
19 every other year, was that a term that was
20 included in Chick-fil-A's offer?
21 A. That's what the broker said.
22 Q. The broker said that Chick-fil-A
23 would most likely agree to increases of 3 percent
24 a year every year or every other year?
25 A. Yes.
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 Q. What tenant improvements were
2 required as part of the offer?
3 A. Eight to ten months free rent maybe.
4 There were -- there was not a lease yet as you
5 will understand, so I do not have any more
6 specific answers to your questions which are a
7 little speculative in Chick-fil-A's case.
8 Q. I'm just trying to understand. It's
9 your testimony that Chick-fil-A conveyed an offer
10 to you through the broker; correct?
11 A. Right.
12 Q. I'm just trying to understand what
13 the terms of that offer were. If there were some
14 terms that weren't discussed, you can just tell me
15 that term wasn't discussed. So did you and the
16 broker have any discussions about what tenant
17 improvements would be required as far as the
18 lease?
19 A. No.
20 Q. Was the space a restaurant at the
21 time you were having this discussion?
22 A. Yes.
23 Q. What kind of restaurant was it?
24 A. It was Uno restaurant, pizza and
25 diner type.
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FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023
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1 Q. Was Chick-fil-A going to do any
2 renovation of the space or were they just going to
3 move into the Pizzeria Uno space as is?
4 A. I have no answer for that. I don't
5 know.
6 Q. Was that discussed at all?
7 A. No.
8 Q. Was it discussed who would be
9 responsible for paying for any renovations?
10 A. No.
11 Q. When Orange Theory moved in, did the
12 companies have to pay for any renovations?
13 A. No.
14 Q. What tenant improvements were
15 involved, if any, in the Orange Theory lease?
16 A. We gave them ten months free rent.
17 Q. At the time you were having this
18 discussion with a broker, was Chick-fil-A looking
19 at any other spaces?
20 A. I don't know.
21 Q. Had Chick-fil-A at that time made
22 any offers to any other landlords?
23 A. I don't know.
24 Q. Turning to the bigger picture issue
25 of Yasemin's role in any decisions that were made
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24
1 at the company, other than what you testified to
2 today, did Yasemin play any role in any decisions
3 that were made at the company?
4 A. She made another comment when we
5 were discussing renovation at one of our
6 buildings.
7 Q. Which building was that?
8 A. That was 200 East 85th Street.
9 Q. What type of renovation was being
10 discussed?
11 A. That was general renovation of the
12 building and we hired -- we had bids from
13 contractors under the supervision of our land
14 engineer and we accepted the lowest offer.
15 Yasemin's concern and choice was a
16 woman contractor in this case who was asking
17 roughly $150,000 more than the lowest bid that we
18 took, based on the assumption that since we were
19 all a group of women, we should give a chance to a
20 woman contractor, although it was way above our
21 budget and the lowest bid that we ended up by
22 accepting.
23 Q. How did everyone react to Yasemin's
24 comment?
25 A. We objected, stating that it was --
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25
1 it would be a loss to the company for $150,000.
2 Then she said maybe they could lower, and then we
3 said it would be some way away from the lowest bid
4 which was $150,000 and we dismissed the idea.
5 Q. So you decided not to go with the
6 female contractor?
7 A. Correct.
8 Q. Who participated in this discussion
9 with Yasemin about this issue?
10 A. Berrin Tekiner, Zeynep Tekiner,
11 Gonca Tekiner, and I was a part of the meeting.
12 Q. And you rejected Yasemin's idea on
13 cost grounds; correct?
14 A. Correct.
15 Q. And who was it who ultimately
16 decided to reject Yasemin's position on this
17 issue?
18 A. The collective effort of Berrin
19 Tekiner, Gonca Tekiner, Zeynep Tekiner and me.
20 Q. And were all four of you --
21 withdrawn. Were all five of you board members at
22 that time?
23 A. Yes.
24 Q. So was it the board that decided to
25 choose the lower priced contractor?
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1 A. In the first conversation again,
2 with immediate feedback, decided in Berrin
3 Tekiner's room.
4 Q. When you say Berrin's room, do you
5 mean her office or her residence?
6 A. Her office room.
7 Q. Any other decisions that Yasemin
8 participated in?
9 A. I don't recall any.
10 (Plaintiff's Exhibit 2, three-page
11 PowerPoint presentation, marked for
12 identification, as of this date.)
13 Q. I'm showing you Plaintiff's Exhibit
14 2. This is Tab 106. This is a three-page
15 PowerPoint presentation, the first page of which
16 is titled "Bremen House, Inc. and Bremen House
17 Texas, Inc. (Subsidiary) Ownership Structure." I
Preview
FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 Exhibit 2 FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 1 1 SUPREME COURT OF THE STATE OF NEW YORK 2 COMMERCIAL DIVISION, NEW YORK COUNTY 3 Index No. 657193/20 4 ------------------------------------------------x 5 YASEMIN TEKINER, in her individual capacity, as a beneficiary and 6 a Trustee of The Yasemin Tekiner 2011 Descendants Trust and derivatively as a holder 7 of equitable interests in a shareholder or a member of the Company Defendants, 8 Plaintiff, 9 - against – 10 BREMEN HOUSE INC., BREMEN HOUSE TEXAS, INC., GERMAN NEWS COMPANY, INC., GERMAN 11 NEWS TEXAS, INC., 254 - 258 W. 35TH ST. LLC, BERRIN TEKINER, GONCA TEKINER, and 12 BILLUR AKIPEK, in her capacity as a Trustee of The Yasemin Tekiner 2011 Descendants Trust, 13 Defendants. 14 ------------------------------------------------x 15 Remote Deposition 16 December 8, 2021 17 9:36 a.m. 18 19 DEPOSITION of BILLUR AKIPEK, taken by 20 Plaintiff, via Zoom, before Eleanor Greenhouse, a 21 Shorthand Reporter and Notary Public within and 22 for the State of New York. 23 GREENHOUSE REPORTING, INC. 24 313 West 118th Street - Unit 4C New York, New York 10026 25 (212) 279-5108 Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 2 1 A P P E A R A N C E S: 2 3 MANDEL BHANDARI LLP 4 Attorneys for Plaintiff 5 80 Pine Street, 33rd Floor 6 New York, New York 10005 7 BY: EVAN MANDEL, ESQ. 8 9 NORTON ROSE FULBRIGHT US LLP 10 Attorneys for Defendants and the Witness 11 BY: JUDITH A. ARCHER, ESQ. 12 SEAN TOPPING, ESQ. 13 14 ALSO PRESENT: 15 DANIELLE WALSH, Mandel Bhandari LLP 16 GEORGE LIBBARES, Videographer 17 18 19 20 21 22 23 24 25 Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 3 1 THE VIDEO TECHNICIAN: Good morning. 2 We are now recording and on the record at 3 9:36 a.m. on December 8, 2021, Eastern 4 Standard Time. This is the deposition of 5 Billur Akipek in the matter of Yasemin 6 Tekiner versus Bremen House Inc., et al., 7 filed in the Supreme Court of the State of 8 New York, Commercial Division, County of 9 New York, Index No. 657193/20. 10 This deposition is being taken via 11 Zoom. The court reporter will now read in 12 her announcement and we will begin. 13 THE COURT REPORTER: Good morning. 14 My name is Eleanor Greenhouse and I am the 15 court reporter representing the court 16 reporting firm Greenhouse Reporting. 17 Because this is a remote deposition, 18 the court reporter will not be physically 19 present with the witness whose deposition 20 is being taken. The parties agree not to 21 challenge the validity of any oath 22 administered by the court reporter, even if 23 the court reporter is a notary of a state 24 other than where the deponent is currently 25 physically located. Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 4 1 Would each attendee, starting with 2 the examining attorney, please indicate 3 your agreement by stating your name, your 4 firm affiliation and your agreement on the 5 record. 6 MR. MANDEL: Evan Mandel, Mandel 7 Bhandari LLP. We represent the Plaintiff 8 and we agree. 9 MS. ARCHER: Judith Archer, Norton 10 Rose Fulbright. We represent the 11 Defendants, including the witness, and we 12 agree as well. 13 MR. TOPPING: Sean Topping also on 14 behalf of the Defendants, including the 15 Deponent, and I agree. 16 B I L L U R A K I P E K , was sworn by 17 the Notary Public as follows: 18 THE COURT REPORTER: Do you swear or 19 affirm to tell the truth, the whole truth, 20 and nothing but the truth, and do you 21 acknowledge that although I am not 22 physically in the room with you, that this 23 oath is administered with the same force 24 and effect as though I were? 25 THE WITNESS: I do. Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 5 1 MR. MANDEL: Good morning, Ms. 2 Akipek. My name is Evan Mandel and I 3 represent Yasemin Tekiner in this matter. 4 THE WITNESS: Good morning, Mr. 5 Mandel. 6 MR. MANDEL: Thank you for being 7 here today. I'd like to begin with Tab 8 number 96. My colleague, Danielle Walsh, 9 is on this line and she will upload the 10 documents into the chat so that everyone 11 has them as we're using them. I will show 12 you the documents, Ms. Akipek, on the 13 screen so if you have -- if you ever can't 14 see a document or want to be shown a 15 different document, just let me know and I 16 can show it to you. 17 Alternatively, you're free to 18 download the document from the chat 19 function and see it yourself at any time 20 should you desire to do so. 21 THE WITNESS: Okay, thank you. 22 MR. MANDEL: This will be marked as 23 Plaintiff's Exhibit 1. 24 (Plaintiff's Exhibit 1, one-page 25 e-mail from Berrin Tekiner to Bahar dated Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 6 1 June 15, 2017, marked for identification.) 2 EXAMINATION BY 3 MR. MANDEL: 4 Q. This is a one-page e-mail from 5 Berrin Tekiner to Bahar dated June 15, 2017. In 6 this e-mail Berrin states, "And from now on if you 7 have any criticism about business of me and Gonca, 8 please do not involve Billur, Yuksel or anyone 9 else in the office. They only execute what we 10 say, have nothing to do with decision-making, and 11 it doesn't look good for the company, me or your 12 sister?" 13 Is Berrin's statement that you have 14 nothing to do with the decision-making at the 15 companies true or false? 16 MS. ARCHER: Objection. Evan, can 17 you make the document larger on the screen. 18 I want to see whether Ms. Akipek is 19 actually on here and received it. Okay. 20 Thank you. 21 MR. MANDEL: Is that large enough, 22 Judith? 23 MS. ARCHER: Yes, it is. The 24 documents are extremely small when you post 25 them so I think it will be hopeful, Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 7 1 certainly for me, with my terrible eyes, 2 but also for the witness, that you might 3 actually make sure that you are they're 4 zoomed when you upload them. 5 MR. MANDEL: I'm happy to do that. 6 MS. ARCHER: Thank you. 7 Q. Ms. Akipek, can you read this 8 document? 9 A. Yes, I read it. 10 Q. If you ever have trouble reading a 11 document because it's too small or you can't see 12 something, you just let me know. Let me just 13 repeat the question. 14 Is Berrin's statement that you have 15 nothing to do with decision-making at the 16 companies true or false? 17 A. It's false. 18 Q. How is it false? 19 A. Because we always have open 20 discussions and work as a team. 21 Q. Is Berrin's statement that Yuksel 22 has nothing to do with decision-making at the 23 companies true or false? 24 MS. ARCHER: Objection to form. 25 A. Yuksel is the bookkeeper and she is Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 8 1 a technical worker, works in the accounting 2 department. She is not involved in 3 decision-making. 4 Q. Other than Berrin and yourself, is 5 anyone at the companies involved with 6 decision-making? 7 A. Yes. 8 Q. Who else? 9 A. Gonca. 10 Q. Anyone else? 11 A. That's about it. 12 Q. Why would Berrin have said you have 13 nothing to do with decision-making when that isn't 14 true? 15 MS. ARCHER: Objection. Asks for 16 speculation given that she was not on the 17 document. 18 MR. MANDEL: You may answer. 19 MS. ARCHER: You can answer to the 20 best you can. 21 A. My interpretation is that there were 22 times Yasemin was bombarding the bookkeeper and 23 Berrin didn't want her interference and harassing 24 the office. She didn't want us to be disturbed 25 from our daily duties. Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 9 1 Q. So Berrin sent this e-mail because 2 she wanted Yasemin to stop discussing 3 decision-making with you or Yuksel or anyone else 4 at the office? 5 MS. ARCHER: Objection. 6 Mischaracterizes the testimony. You can 7 answer. 8 A. Can you repeat your question? 9 Q. Did Berrin send this e-mail because 10 she didn't -- withdrawn. 11 Did Berrin send this e-mail because 12 she didn't want Yasemin to discuss decision-making 13 at the office with anyone other than Gonca or 14 Berrin? 15 MS. ARCHER: The same objection. 16 A. I interpreted it as she didn't want 17 us to be disturbed with unnecessary comments or 18 questions. 19 Q. Did Berrin ever tell you that she 20 didn't want Yasemin to disturb you? 21 A. I don't recall. 22 Q. In this e-mail, Berrin also states, 23 "They only execute what we say." 24 Is Berrin's statement that you only 25 execute what she and Gonca says true or false? Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 10 1 MS. ARCHER: Object to the form. 2 A. As I said before, it's teamwork. We 3 have open discussions and we make the 4 decision-making together. 5 Q. So you participate in the 6 decision-making; correct? 7 A. Yes. 8 Q. Was it important -- withdrawn. 9 Am I correct that Yasemin no longer 10 has a role at the companies? 11 A. Yes. 12 Q. But prior to January 2021, she did 13 have a role at the companies; correct? 14 A. Somehow, yes. 15 Q. What was her role at the companies 16 prior to January 2021? 17 A. She was one of the members of the 18 board and an officer. 19 Q. What officer position did she hold? 20 A. Vice-president. 21 Q. Was she also the treasurer of German 22 News? 23 A. Yes. 24 Q. Was she the vice-president of Bremen 25 House? Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 11 1 A. Yes. 2 Q. Did she hold any other positions? 3 A. I don't recall. 4 Q. What were her responsibilities as 5 vice-president of Bremen House? 6 A. Frankly, she was not very involved 7 with the company. I cannot describe it at this 8 point. 9 Q. Did she have any responsibilities at 10 all? 11 A. No. 12 Q. How about as treasurer of German 13 News, did she have any responsibilities at all as 14 treasurer of German News? 15 A. When we had the refinancing or 16 mortgage processes, she had to sign off on the 17 documents and she had to sign as an officer of the 18 company. 19 Q. Did she have any other 20 responsibilities? 21 A. Not on a daily basis. 22 Q. Any other responsibilities on kind 23 of a big picture basis? 24 A. Yeah. Recently, last year, in the 25 sale and the purchase of the exchange properties, Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 12 1 she was a part of the group in the 2 decision-making. 3 Q. Are you referring to the sale of a 4 portfolio of properties to Extell? 5 A. Yes. 6 Q. What was Yasemin's role in 7 connection with that sale? 8 A. My understanding was that they were 9 having weekly meetings with Berrin Tekiner, Gonca, 10 Zeynep, Z-e-y-n-e-p, the brokers and the 11 attorneys. 12 Q. Did you participate in those weekly 13 meetings? 14 A. No, I did not. 15 Q. Did Yasemin participate in all of 16 those weekly meetings or just some of them? 17 A. I don't know. 18 MS. ARCHER: Object to the form. 19 Q. Other than attending those meetings, 20 did Yasemin have any role in the decision-making 21 process in connection with the Extell sale? 22 A. Yes. She signed the agreement for 23 the sale and the 1031 exchange, eventually, the 24 second leg. 25 Q. When was the 1031 exchange? Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 13 1 A. It started with the sale of the 2 portfolio on December 21, 2020, and it was 3 completed June 2021. 4 Q. Other than participating in those 5 weekly meetings and other than signing the 6 purchase and sale agreement with Extell and the 7 1031 agreement, did Yasemin have any role at all 8 in the Extell sale process? 9 MS. ARCHER: Object to the form. 10 A. I don't know. 11 Q. Did you have any role in the Extell 12 sale process? 13 A. I was producing some documents and 14 responding to questions that the potential buyer 15 was asking at the time. 16 Q. What types of documents were you 17 providing? 18 A. Land selection, financial 19 statements, questions regarding the buildings' 20 structure, units, boilers, general 21 building-related questions and sometimes showing 22 them the space. 23 Q. Returning to Yasemin's role in 24 decision-making at the companies more generally, I 25 know you've testified she participated in the Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 14 1 decision-making process in connection with the 2 Extell sale, but setting that aside, did she 3 participate in any other decision-making at the 4 companies? 5 A. Yes. 6 Q. What else? 7 A. When we were in the process of 8 renting our large retail space, specifically at 9 220, she was part of our group talking to the 10 brokers and the attorneys. 11 Q. When was that happening? 12 A. Most likely between 2016 and 2019. 13 Q. And you said 220. What is the rest 14 of that address? 15 A. 220 East 86th Street. 16 Q. Did she have any opinions as to what 17 should be done about the rental of that large 18 retail space at 220 East 86th Street? 19 A. Yes, she did. 20 Q. What were those opinions? 21 A. Yasemin's opinions were 22 unfortunately very unrealistic at the time. She 23 was not aware of the market, New York market 24 conditions, in terms of how much to ask per square 25 foot. She heard that they were in the 300's, Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 15 1 although our group and the brokers believed we 2 could hardly get between 100, $150 per square 3 feet. 4 And also, since you asked, I'm 5 continuing, there were a couple of cases where 6 because of her personal opinions, political views 7 or sentimental views, she did not allow us to rent 8 to Chick-fil-A. She didn't even want to consider 9 them as part of the negotiations, and we 10 considered it a big loss because they rented space 11 just a block away, half a block away, and they are 12 very successful. So she caused a major rent loss 13 for us. 14 Q. So other than what you've already 15 described, did Yasemin participate in any 16 decisions at any of the companies? 17 A. I don't recall any now. 18 Q. Let's stick with 220 East 86th 19 Street. Was that the address where Chick-fil-A 20 was going to be a potential tenant or was the 21 Chick-fil-A issue a separate address? 22 A. That was the address that 23 Chick-fil-A was going to be a tenant if we had 24 conducted the negotiation. 25 Q. And why didn't you conduct the Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 16 1 negotiations with Chick-fil-A? 2 A. Because Yasemin said strictly 3 because of their treatment of gay rights, she 4 would not accept them as a tenant in a building 5 where she has an interest. 6 Q. Did anyone disagree with Yasemin's 7 thinking on Chick-fil-A? 8 A. We all did, but we wanted to respect 9 her wish at this point. 10 Q. When you say "we all did," who are 11 you referring to? 12 A. Berrin Tekiner, Gonca Tekiner, and 13 me. 14 Q. Did Yasemin have the authority to 15 prevent the companies from renting to Chick-fil-A? 16 MS. ARCHER: Object to the form. 17 Calls for a legal conclusion. 18 A. At the time we didn't want to 19 conduct more discussions because we weren't aware 20 that it was going to be so hard for us to find a 21 good tenant for the space, and the retail had 22 already started struggling, so in retrospect, we 23 were very disturbed by the fact that we lost a 24 potential good-paying successful tenant. 25 Q. So at the time you decided not to Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 17 1 engage with Chick-fil-A, you thought you would 2 find it relatively easy to identify an alternative 3 tenant? 4 A. Yes. 5 Q. And that proved to be incorrect? 6 A. Yes. 7 Q. How long did it take to ultimately 8 find a new tenant for that space? 9 A. Two years. 10 Q. Who was the new tenant that you 11 found? 12 A. Orange Theory. 13 Q. What rent did Orange Theory agree to 14 pay? 15 A. $38,000 per month. 16 Q. How much is that on a square foot 17 basis? 18 A. Probably it comes to anything 19 between 80 to 100. It's below $150 per square 20 foot. 21 Q. Did Chick-fil-A ever make an offer 22 to rent that space? 23 A. At the time we were under the 24 impression that they were going to pay, minimum, 25 $50,000. Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 18 1 Q. What was that impression based on? 2 A. On the brokers. 3 Q. Did Chick-fil-A make an actual 4 offer? 5 A. Because of Yasemin Tekiner, we did 6 not let them conduct any further negotiation. 7 Q. What do you mean when you say you 8 didn't let them conduct any further negotiations? 9 A. That was a categorical no from 10 Yasemin and the board decided to let it go. 11 Q. Which board decided to let it go? 12 A. Bremen House. 13 Q. Who sat on that board at that time? 14 A. Berrin Tekiner, Gonca Tekiner and 15 me. 16 Q. Did Zeynep sit on the board at that 17 time? 18 A. Yes. 19 Q. Did Yasemin sit on the board at that 20 time? 21 A. She was on the board, yes. 22 Q. After the board made that decision, 23 what did it communicate to the broker about the 24 possibility of renting to Chick-fil-A? 25 A. They were shocked, frankly. They Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 19 1 were shocked. They said this is a business 2 decision and they resented the fact that we turned 3 down such a strong candidate. 4 Q. I'm asking a slightly different 5 question, and this may happen today. I'm not 6 asking what the broker's reaction was when you 7 communicated your decision, the board's decision, 8 to the broker. What I'm asking is what precisely 9 did the board communicate to the broker about its 10 decision? 11 A. We were sitting in the conference 12 room so the broker was on my left, Berrin Tekiner 13 next to him. So it was an instant feedback and 14 Yasemin was on the phone. 15 Q. I'm sorry. I interrupted you. I'm 16 going to try very hard not to do that. It's very 17 important for the court reporter, as I'm sure your 18 lawyer has told you, for us to try not to 19 interrupt each other because the court reporter 20 can't take down both of us speaking at the same 21 time. You've done a great job of not interrupting 22 me. I will try and do as good a job as you're 23 doing. 24 Who was at this meeting? 25 A. Berrin Tekiner, Gonca Tekiner. I Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 20 1 was in the meeting. Yasemin was on the phone. 2 Q. And the broker was there; correct? 3 A. And the broker. 4 Q. Prior to that meeting, had 5 Chick-fil-A made an actual offer to rent the 6 space? 7 MS. ARCHER: Object to the form. 8 A. That was our broker's client so that 9 is what we assumed. 10 Q. How much was the offer for? 11 A. My recollection is over $50,000 per 12 month. 13 Q. So Chick-fil-A offered to rent the 14 space for over $50,000 a month; correct? 15 A. Correct. 16 Q. Was that offer made orally or was 17 that put in writing? 18 A. Orally. 19 Q. How long was the lease for? 20 A. 10 to 15 years. 21 Q. When you say 10 to 15 years, do you 22 recall -- I'm just trying to understand what that 23 means. Are you saying that Chick-fil-A expressed 24 an offer that it was willing to rent the space for 25 anywhere from 10 to 15 years, or are you saying Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 21 1 you don't recall precisely what the length of the 2 lease was? 3 MS. ARCHER: Objection to form. You 4 can answer. 5 A. My recollection is according to the 6 broker, they were interested for a lease between 7 10 to 15 years. 8 Q. Was the price going to remain the 9 same throughout the entire lease? 10 A. With most likely 3 percent rent 11 increases every other year. 12 Q. When you say most likely, was that a 13 term -- I don't understand -- withdrawn. 14 MS. ARCHER: Before you ask your 15 question I apologize and I don't -- 16 (Discussion off the record.) 17 Q. When you say there would most likely 18 be increases of 3 percent either every year or 19 every other year, was that a term that was 20 included in Chick-fil-A's offer? 21 A. That's what the broker said. 22 Q. The broker said that Chick-fil-A 23 would most likely agree to increases of 3 percent 24 a year every year or every other year? 25 A. Yes. Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 22 1 Q. What tenant improvements were 2 required as part of the offer? 3 A. Eight to ten months free rent maybe. 4 There were -- there was not a lease yet as you 5 will understand, so I do not have any more 6 specific answers to your questions which are a 7 little speculative in Chick-fil-A's case. 8 Q. I'm just trying to understand. It's 9 your testimony that Chick-fil-A conveyed an offer 10 to you through the broker; correct? 11 A. Right. 12 Q. I'm just trying to understand what 13 the terms of that offer were. If there were some 14 terms that weren't discussed, you can just tell me 15 that term wasn't discussed. So did you and the 16 broker have any discussions about what tenant 17 improvements would be required as far as the 18 lease? 19 A. No. 20 Q. Was the space a restaurant at the 21 time you were having this discussion? 22 A. Yes. 23 Q. What kind of restaurant was it? 24 A. It was Uno restaurant, pizza and 25 diner type. Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 23 1 Q. Was Chick-fil-A going to do any 2 renovation of the space or were they just going to 3 move into the Pizzeria Uno space as is? 4 A. I have no answer for that. I don't 5 know. 6 Q. Was that discussed at all? 7 A. No. 8 Q. Was it discussed who would be 9 responsible for paying for any renovations? 10 A. No. 11 Q. When Orange Theory moved in, did the 12 companies have to pay for any renovations? 13 A. No. 14 Q. What tenant improvements were 15 involved, if any, in the Orange Theory lease? 16 A. We gave them ten months free rent. 17 Q. At the time you were having this 18 discussion with a broker, was Chick-fil-A looking 19 at any other spaces? 20 A. I don't know. 21 Q. Had Chick-fil-A at that time made 22 any offers to any other landlords? 23 A. I don't know. 24 Q. Turning to the bigger picture issue 25 of Yasemin's role in any decisions that were made Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 24 1 at the company, other than what you testified to 2 today, did Yasemin play any role in any decisions 3 that were made at the company? 4 A. She made another comment when we 5 were discussing renovation at one of our 6 buildings. 7 Q. Which building was that? 8 A. That was 200 East 85th Street. 9 Q. What type of renovation was being 10 discussed? 11 A. That was general renovation of the 12 building and we hired -- we had bids from 13 contractors under the supervision of our land 14 engineer and we accepted the lowest offer. 15 Yasemin's concern and choice was a 16 woman contractor in this case who was asking 17 roughly $150,000 more than the lowest bid that we 18 took, based on the assumption that since we were 19 all a group of women, we should give a chance to a 20 woman contractor, although it was way above our 21 budget and the lowest bid that we ended up by 22 accepting. 23 Q. How did everyone react to Yasemin's 24 comment? 25 A. We objected, stating that it was -- Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 25 1 it would be a loss to the company for $150,000. 2 Then she said maybe they could lower, and then we 3 said it would be some way away from the lowest bid 4 which was $150,000 and we dismissed the idea. 5 Q. So you decided not to go with the 6 female contractor? 7 A. Correct. 8 Q. Who participated in this discussion 9 with Yasemin about this issue? 10 A. Berrin Tekiner, Zeynep Tekiner, 11 Gonca Tekiner, and I was a part of the meeting. 12 Q. And you rejected Yasemin's idea on 13 cost grounds; correct? 14 A. Correct. 15 Q. And who was it who ultimately 16 decided to reject Yasemin's position on this 17 issue? 18 A. The collective effort of Berrin 19 Tekiner, Gonca Tekiner, Zeynep Tekiner and me. 20 Q. And were all four of you -- 21 withdrawn. Were all five of you board members at 22 that time? 23 A. Yes. 24 Q. So was it the board that decided to 25 choose the lower priced contractor? Greenhouse Reporting, Inc. (212) 279-5108 www.GreenhouseReporting.com FILED: NEW YORK COUNTY CLERK 04/12/2023 12:19 AM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1562 RECEIVED NYSCEF: 04/12/2023 26 1 A. In the first conversation again, 2 with immediate feedback, decided in Berrin 3 Tekiner's room. 4 Q. When you say Berrin's room, do you 5 mean her office or her residence? 6 A. Her office room. 7 Q. Any other decisions that Yasemin 8 participated in? 9 A. I don't recall any. 10 (Plaintiff's Exhibit 2, three-page 11 PowerPoint presentation, marked for 12 identification, as of this date.) 13 Q. I'm showing you Plaintiff's Exhibit 14 2. This is Tab 106. This is a three-page 15 PowerPoint presentation, the first page of which 16 is titled "Bremen House, Inc. and Bremen House 17 Texas, Inc. (Subsidiary) Ownership Structure." I