Preview
FILED: NEW YORK COUNTY CLERK 05/24/2017 01:41 PM INDEX NO. 652804/2017
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/24/2017
Exhibit 12
FILED: NEW YORK COUNTY CLERK 05/24/2017
03/15/2017 01:41
11:06 PM
AM INDEX NO. 652804/2017
155728/2016
NYSCEF DOC. NO. 16
62 RECEIVED NYSCEF: 05/24/2017
03/15/2017
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
ON THE WAY TO BROOKLYN, LLC and PETER Index No.: 155728/2016
FINE,
Plaintiffs,
-against- ANSWER TO
AMENDED
CHARLES KORN, NATHAN BERKOWITZ, ARON COMPLAINT
FROM, AZRIEL SIFF, MOSES WACHSMAN, DOV
TROPPER, ARON KOPLOWITZ, BARUCH ZALMEN
LICHTENSTEIN, IRWIN BENJAMIN, BERNARD
WACHSMAN, and HOME OF THE SAGES OF
ISRAEL,
Defendants.
Defendant Home of the Sages of Israel (“Answering Defendant”), answering the Amended
Complaint of plaintiffs On The Way To Brooklyn, LLC and Peter Fine, respectfully states and
alleges upon information and belief:
PARTIES
1. Admits paragraph 1 of the Amended Complaint to the extent that the “Imposter
Board” has attempted to control the board of the Answering Defendant, that the “Imposter Board”
is not comprised of lawfully elected trustees, and that the “Imposter Board cannot lawfully direct
any activities of the Answering Defendant, and otherwise denies knowledge or information
sufficient to form a belief as to the remainder of the allegations contained in paragraph 1 of the
Amended Complaint and respectfully refers all matters of law to this Honorable Court.
2. Denies knowledge or information sufficient to form a belief as the allegations
contained in paragraphs 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of the Amended Complaint.
3. Admits paragraph 14 of the Amended Complaint to the extent that the Answering
Defendant has an address at 25 Bialystoker Place, New York, New York 10002 and otherwise
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denies knowledge or information sufficient to form a belief as to the remainder of the allegations
contained in paragraph 14 of the Amended Complaint.
JURISDICTION AND VENUE
4. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraphs 15 and 16 of the Amended Complaint and respectfully refers all matters
of law to this Honorable Court.
FACTS
5. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 17 of the Amended Complaint and respectfully refers this Honorable Court
to the document referred to therein for the contents thereof, and further refers all matters of law to
this Honorable Court.
6. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 18 of the Amended Complaint and respectfully refers all matters of law to
this Honorable Court.
7. Admits paragraph 19 of the Amended Complaint to the extent that Answering
Defendant filed a Verified Petition on or about March 31, 2015 in this Court under index number
153111/2015 and otherwise denies knowledge or information sufficient to form a belief as to the
allegations contained in paragraph 19 of the Amended Complaint and respectfully refers this
Honorable Court to the document referred to therein for the contents thereof.
8. Admits paragraph 20 of the Amended Complaint to the extent that Plaintiff(s)
sought to intervene and otherwise denies knowledge or information sufficient to form a belief as
to the allegations contained in paragraph 20 of the Amended Complaint and respectfully refers all
matters of law to this Honorable Court.
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9. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 21 of the Amended Complaint and respectfully refers this Honorable Court
to the proceedings referred to therein.
10. Admits paragraph 22 to the extent that David Jaroslawicz has appeared before the
Court to oppose the Petition and/or Amended Petition and otherwise denies knowledge or
information sufficient to form a belief as to the allegations contained in paragraph 22 of the
Amended Complaint and respectfully refers this Honorable Court to the proceedings referred to
therein.
11. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 23 of the Amended Complaint and respectfully refers this Honorable Court
to the proceedings referred to therein.
12. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 24 of the Amended Complaint and respectfully refers this Honorable Court
to the proceedings referred to therein.
13. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 25 of the Amended Complaint and respectfully refers this Honorable Court
to the document referred to therein for its contents.
14. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 26 of the Amended Complaint and respectfully refers all matters of law to
this Honorable Court
15. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 27 of the Amended Complaint and respectfully refers this Honorable Court
to the proceedings referred to therein.
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16. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 28 of the Amended Complaint and respectfully refers this Honorable Court
to the document referred to therein for its contents.
17. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 29 of the Amended Complaint and respectfully refers this Honorable Court
to the document referred to therein for its contents.
18. Admits paragraph 30 to the extent that the “Imposter Board” was not properly
elected and otherwise denies knowledge or information sufficient to form a belief as to the
allegations contained in paragraph 30 of the Amended Complaint and respectfully refers all matters
of law to this Honorable Court.
19. Admits paragraph 31 of the Amended Complaint.
20. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 32 of the Amended Complaint.
21. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraphs 33, 34 and 35 of the Amended Complaint and respectfully refers this
Honorable Court to the proceedings referred to therein.
AS AND FOR A RESPONSE TO THE FIRST CAUSE OF ACTION
Declaratory Judgment
22. Answering Defendant repeats and realleges each and every paragraph above as if
more fully set forth herein.
23. Admits paragraph 37 to the extent that the members of the “Imposter Board are not
trustees of the Answering Defendant and otherwise denies knowledge or information sufficient to
form a belief as to the allegations contained in paragraph 37 of the Amended Complaint and
respectfully refers all matters of law to this Honorable Court.
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24. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 38 of the Amended Complaint.
25. Admits paragraph 39 of the Amended Complaint to the extent that the individual
Defendants are not trustees of the Answering Defendant and otherwise denies knowledge or
information sufficient to form a belief as to the allegations contained in paragraph 39 of the
Amended Complaint and respectfully refers all matters of law to this Honorable Court.
AS AND FOR A RESPONSE TO THE SECOND CAUSE OF ACTION
Article 78 – NPCL §618
26. Answering Defendant repeats and realleges each and every paragraph above as if
more fully set forth herein.
27. Admits paragraph 41 to the extent that the election is invalid and otherwise denies
knowledge or information sufficient to form a belief as to the allegations contained in paragraph
41 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court.
28. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 42 of the Amended Complaint.
29. Admits paragraph 43 of the Amended Complaint to the extent that that the March
20, 2016 election is invalid and otherwise denies knowledge or information sufficient to form a
belief as to the allegations contained in paragraph 39 of the Amended Complaint and respectfully
refers all matters of law to this Honorable Court
AS AND FOR A FIRST CROSS-CLAIM
30. Answering Defendant repeats and realleges each and every paragraph above as if
more fully set forth herein.
31. A dispute has arisen over who the proper board members and officers of the
Answering Defendant are and/or were at various times.
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32. Upon information and belief, the individual defendants Charles Korn, Nathan
Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch
Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman claim that they were elected officers
and/or directors of the Answering Defendant at a duly called meeting.
33. The meeting claimed by the individual defendants was not a duly called meeting of
the Answering Defendant.
34. The individual defendants are not and have never been board members and/or
officers of the Answering Defendant.
35. Answering Defendant requests judgment declaring that the individual defendants
are not, and have never been, board members and/or officers of the Answering Defendant.
36. Answering Defendant has no adequate remedy at law.
AS AND FOR A SECOND CROSS CLAIM
37. Answering Defendant repeats and realleges each and every paragraph above as if
more fully set forth herein.
38. To the extent that Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses
Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and/or
Bernard Wachsman have taken any action in a purported official capacity on behalf of the
Answering Defendant, this Court should declare such action to be null and void as Charles Korn,
Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz,
Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are not and never were
directors and/or officers of Answering Defendant.
39. Answering Defendant seeks judgment declaring that any action(s) taken by Charles
Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron
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Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and/or Bernard Wachsman in a
purported official capacity is null and void.
40. Answering Defendant has no adequate remedy at law.
AS AND FOR A THIRD CROSS CLAIM
41. Answering Defendant repeats and realleges each and every paragraph above as if
more fully set forth herein.
42. To the extent Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses
Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and/or
Bernard Wachsman incurred any liabilities purportedly on behalf of the Answering Defendant,
Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron
Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman should be
declared to be jointly and severely liable for such liabilities.
43. Answering Defendant is entitled to judgment declaring that Charles Korn, Nathan
Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch
Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are jointly and severely liable for
any liabilities purportedly incurred on behalf of the Answering Defendant without authority.
44. Answering Defendant has no adequate remedy at law.
AS AND FOR A FOURTH CROSS CLAIM
45. Answering Defendant repeats and realleges each and every paragraph above as if
more fully set forth herein
46. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov
Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman
have caused damage to Answering Defendant by purporting to act on Answering Defendant’s
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behalf without authorization.
47. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov
Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman
have interfered with Answering Defendant’s business relations with the Plaintiffs by posing as
officers and/or directors of Answering Defendant.
48. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov
Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman
have interfered with Answering Defendant’s business relations with the Plaintiffs by
misrepresenting that they are officers and/or directors of Answering Defendant.
49. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov
Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman
have interfered with Answering Defendant’s business relations with the Plaintiffs by claiming in
civil suits that Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov
Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman
are officers and/or directors of Answering Defendant.
50. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov
Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman
have interfered with Answering Defendant’s business relations with the Plaintiffs by claiming that
Answering Defendant did not and/or could have entered into certain business relations with the
Plaintiffs.
51. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov
Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman
actions as aforesaid are tortious and have caused injury to Answering Defendant.
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52. Answering Defendant is entitled to judgment against each of Charles Korn, Nathan
Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch
Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman in an amount of not less than
$2,000,000.00.
WHEREFORE, Answering Defendant requests judgment (i) declaring that the defendants
Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron
Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are not officers
and/or directors of the Answering Defendant; (ii) declaring that any action taken by Charles Korn,
Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz,
Baruch Zalmen Lichtenstein, Irwin Benjamin and/or Bernard Wachsman in a purported official
capacity is null and void; (iii) declaring that Charles Korn, Nathan Berkowitz, Aron From, Azriel
Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin
Benjamin and Bernard Wachsman are jointly and severely liable for any liabilities purportedly
incurred on behalf of the Answering Defendant without authority; (iv) on Answering Defendant’s
fourth cross-claim, in the amount of $2,000,000 against each of Charles Korn, Nathan Berkowitz,
Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen
Lichtenstein, Irwin Benjamin and Bernard Wachsman; and (v) for such other and further relief as
to this Court seems just and proper together with the costs and disbursements of this action.
Dated: New York, New York
March 15, 2017
GOLDBERG RIMBERG & WEG PLLC
/s/ Steven A. Weg
By: Steven A. Weg
115 Broadway, 3rd Floor
New York, New York 10006
(212) 697-3250
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Preview
FILED: NEW YORK COUNTY CLERK 05/24/2017 01:41 PM INDEX NO. 652804/2017 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 05/24/2017 Exhibit 12 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ON THE WAY TO BROOKLYN, LLC and PETER Index No.: 155728/2016 FINE, Plaintiffs, -against- ANSWER TO AMENDED CHARLES KORN, NATHAN BERKOWITZ, ARON COMPLAINT FROM, AZRIEL SIFF, MOSES WACHSMAN, DOV TROPPER, ARON KOPLOWITZ, BARUCH ZALMEN LICHTENSTEIN, IRWIN BENJAMIN, BERNARD WACHSMAN, and HOME OF THE SAGES OF ISRAEL, Defendants. Defendant Home of the Sages of Israel (“Answering Defendant”), answering the Amended Complaint of plaintiffs On The Way To Brooklyn, LLC and Peter Fine, respectfully states and alleges upon information and belief: PARTIES 1. Admits paragraph 1 of the Amended Complaint to the extent that the “Imposter Board” has attempted to control the board of the Answering Defendant, that the “Imposter Board” is not comprised of lawfully elected trustees, and that the “Imposter Board cannot lawfully direct any activities of the Answering Defendant, and otherwise denies knowledge or information sufficient to form a belief as to the remainder of the allegations contained in paragraph 1 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. 2. Denies knowledge or information sufficient to form a belief as the allegations contained in paragraphs 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of the Amended Complaint. 3. Admits paragraph 14 of the Amended Complaint to the extent that the Answering Defendant has an address at 25 Bialystoker Place, New York, New York 10002 and otherwise 1 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 denies knowledge or information sufficient to form a belief as to the remainder of the allegations contained in paragraph 14 of the Amended Complaint. JURISDICTION AND VENUE 4. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraphs 15 and 16 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. FACTS 5. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 17 of the Amended Complaint and respectfully refers this Honorable Court to the document referred to therein for the contents thereof, and further refers all matters of law to this Honorable Court. 6. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 18 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. 7. Admits paragraph 19 of the Amended Complaint to the extent that Answering Defendant filed a Verified Petition on or about March 31, 2015 in this Court under index number 153111/2015 and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 19 of the Amended Complaint and respectfully refers this Honorable Court to the document referred to therein for the contents thereof. 8. Admits paragraph 20 of the Amended Complaint to the extent that Plaintiff(s) sought to intervene and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 20 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. 2 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 9. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 21 of the Amended Complaint and respectfully refers this Honorable Court to the proceedings referred to therein. 10. Admits paragraph 22 to the extent that David Jaroslawicz has appeared before the Court to oppose the Petition and/or Amended Petition and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 22 of the Amended Complaint and respectfully refers this Honorable Court to the proceedings referred to therein. 11. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 23 of the Amended Complaint and respectfully refers this Honorable Court to the proceedings referred to therein. 12. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 24 of the Amended Complaint and respectfully refers this Honorable Court to the proceedings referred to therein. 13. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 25 of the Amended Complaint and respectfully refers this Honorable Court to the document referred to therein for its contents. 14. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 26 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court 15. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 27 of the Amended Complaint and respectfully refers this Honorable Court to the proceedings referred to therein. 3 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 16. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 28 of the Amended Complaint and respectfully refers this Honorable Court to the document referred to therein for its contents. 17. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 29 of the Amended Complaint and respectfully refers this Honorable Court to the document referred to therein for its contents. 18. Admits paragraph 30 to the extent that the “Imposter Board” was not properly elected and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 30 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. 19. Admits paragraph 31 of the Amended Complaint. 20. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 32 of the Amended Complaint. 21. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraphs 33, 34 and 35 of the Amended Complaint and respectfully refers this Honorable Court to the proceedings referred to therein. AS AND FOR A RESPONSE TO THE FIRST CAUSE OF ACTION Declaratory Judgment 22. Answering Defendant repeats and realleges each and every paragraph above as if more fully set forth herein. 23. Admits paragraph 37 to the extent that the members of the “Imposter Board are not trustees of the Answering Defendant and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 37 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. 4 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 24. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 38 of the Amended Complaint. 25. Admits paragraph 39 of the Amended Complaint to the extent that the individual Defendants are not trustees of the Answering Defendant and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 39 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. AS AND FOR A RESPONSE TO THE SECOND CAUSE OF ACTION Article 78 – NPCL §618 26. Answering Defendant repeats and realleges each and every paragraph above as if more fully set forth herein. 27. Admits paragraph 41 to the extent that the election is invalid and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 41 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court. 28. Denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 42 of the Amended Complaint. 29. Admits paragraph 43 of the Amended Complaint to the extent that that the March 20, 2016 election is invalid and otherwise denies knowledge or information sufficient to form a belief as to the allegations contained in paragraph 39 of the Amended Complaint and respectfully refers all matters of law to this Honorable Court AS AND FOR A FIRST CROSS-CLAIM 30. Answering Defendant repeats and realleges each and every paragraph above as if more fully set forth herein. 31. A dispute has arisen over who the proper board members and officers of the Answering Defendant are and/or were at various times. 5 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 32. Upon information and belief, the individual defendants Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman claim that they were elected officers and/or directors of the Answering Defendant at a duly called meeting. 33. The meeting claimed by the individual defendants was not a duly called meeting of the Answering Defendant. 34. The individual defendants are not and have never been board members and/or officers of the Answering Defendant. 35. Answering Defendant requests judgment declaring that the individual defendants are not, and have never been, board members and/or officers of the Answering Defendant. 36. Answering Defendant has no adequate remedy at law. AS AND FOR A SECOND CROSS CLAIM 37. Answering Defendant repeats and realleges each and every paragraph above as if more fully set forth herein. 38. To the extent that Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and/or Bernard Wachsman have taken any action in a purported official capacity on behalf of the Answering Defendant, this Court should declare such action to be null and void as Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are not and never were directors and/or officers of Answering Defendant. 39. Answering Defendant seeks judgment declaring that any action(s) taken by Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron 6 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and/or Bernard Wachsman in a purported official capacity is null and void. 40. Answering Defendant has no adequate remedy at law. AS AND FOR A THIRD CROSS CLAIM 41. Answering Defendant repeats and realleges each and every paragraph above as if more fully set forth herein. 42. To the extent Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and/or Bernard Wachsman incurred any liabilities purportedly on behalf of the Answering Defendant, Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman should be declared to be jointly and severely liable for such liabilities. 43. Answering Defendant is entitled to judgment declaring that Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are jointly and severely liable for any liabilities purportedly incurred on behalf of the Answering Defendant without authority. 44. Answering Defendant has no adequate remedy at law. AS AND FOR A FOURTH CROSS CLAIM 45. Answering Defendant repeats and realleges each and every paragraph above as if more fully set forth herein 46. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman have caused damage to Answering Defendant by purporting to act on Answering Defendant’s 7 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 behalf without authorization. 47. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman have interfered with Answering Defendant’s business relations with the Plaintiffs by posing as officers and/or directors of Answering Defendant. 48. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman have interfered with Answering Defendant’s business relations with the Plaintiffs by misrepresenting that they are officers and/or directors of Answering Defendant. 49. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman have interfered with Answering Defendant’s business relations with the Plaintiffs by claiming in civil suits that Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are officers and/or directors of Answering Defendant. 50. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman have interfered with Answering Defendant’s business relations with the Plaintiffs by claiming that Answering Defendant did not and/or could have entered into certain business relations with the Plaintiffs. 51. Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman actions as aforesaid are tortious and have caused injury to Answering Defendant. 8 of 9 FILED: NEW YORK COUNTY CLERK 05/24/2017 03/15/2017 01:41 11:06 PM AM INDEX NO. 652804/2017 155728/2016 NYSCEF DOC. NO. 16 62 RECEIVED NYSCEF: 05/24/2017 03/15/2017 52. Answering Defendant is entitled to judgment against each of Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman in an amount of not less than $2,000,000.00. WHEREFORE, Answering Defendant requests judgment (i) declaring that the defendants Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are not officers and/or directors of the Answering Defendant; (ii) declaring that any action taken by Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and/or Bernard Wachsman in a purported official capacity is null and void; (iii) declaring that Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman are jointly and severely liable for any liabilities purportedly incurred on behalf of the Answering Defendant without authority; (iv) on Answering Defendant’s fourth cross-claim, in the amount of $2,000,000 against each of Charles Korn, Nathan Berkowitz, Aron From, Azriel Siff, Moses Wachsman, Dov Tropper, Aron Koplowitz, Baruch Zalmen Lichtenstein, Irwin Benjamin and Bernard Wachsman; and (v) for such other and further relief as to this Court seems just and proper together with the costs and disbursements of this action. Dated: New York, New York March 15, 2017 GOLDBERG RIMBERG & WEG PLLC /s/ Steven A. Weg By: Steven A. Weg 115 Broadway, 3rd Floor New York, New York 10006 (212) 697-3250 9 of 9