Preview
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
Defendants’ Exhibit No. 1
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50
sioco9
RECEIVED NYSCEF: 06/06/2023
NEW YORK
OF=FICE
COUNTY CLERKS
ASSIGNMENT
MAY 1_6 2023
cIppleteNTURE, made this 15th day of May, 2023 (the "Assignment Date")
N OT
betweenffleFNEIYFE ART,
T, LLC, a limited liability company duly created and existing under
and by virtue of the laws of the State of New York, having its principal place of business at 45
White Street, New York, New York 10013 (hereinafter called the "Assignor"), and DOUGLAS
J. PICK, with his principal office at 369 Lexington Avenue, 12th Floor, New York, New York
10017 (hereinafter called the "Assignee"):
WITNES SETH
WHEREAS the Assignor carried on and had engaged in the business of advising
on, and assisting in the purchase and sale of, fine art. Its principal place of business was located at
45 White Street, New York, New York 10013.
WHEREAS the Assignor herein is indebted to diverse persons in sundry sums of
money which it is unable to pay in full and is desirous of providing for the payment of the sum
pro-rata so far as it is in its power, by an assignment and distribution of all its property for that
purpose:
NOW THEREFORE, the said Assignor in consideration of the premises and of
the sum of one dollar paid by the Assignee, upon the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, has granted, bargained, sold, assigned, transferred and
set over unto the said Assignee, his successors and assigns, all and singular the lands, tenements,
hereditaments and appurtenances, goods, chattels, stocks, promissory notes, claims, demands,
property and effects of every description belonging to the said Assignor, of whatsoever nature and
wheresoever the same may be situated except (1) such property as is by law exempt from levy and
sale under an execution and (2) such communications, documents, and other materials that are
100091121.1
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
reasonably deemed by Assignor protected from disclosure based solely on the attorney-client
privilege, work-product doctrine, common interest doctrine, any joint defense agreement (oral or
written), or any other statutory or common law privilege (collectively, "Privileged Information")
TO HAVE AND TO HOLD the same and every part thereof unto the Assignor,
his successors and assigns.
IN TRUST, NEVERTHELESS, to take possession of the same, and to sell the
same with all reasonable dispatch, and to convert the same into money, and also to collect all such
debts and demands hereby assigned as may be collectible, and out of the proceeds of such sales
and collections, to pay and discharge all the just and reasonable expenses, costs and disbursement
in connection with the execution of this assignment and the discharge of the trust hereby created,
together with the lawful commissions or allowances of the Assignee for his services in executing
said trust; THEN
AND, then to pay and discharge in full, if the residue of said proceeds is sufficient
for that purpose, all the debts and liabilities now due or to grow due from the Assignor, with all
interest moneys due or to grow due thereon; and if the residue of said proceeds shall not be
sufficient to pay the said debts and liabilities and interest thereon in full, then to apply the said
residue of said proceeds to the payment of said debts and liabilities ratably and in proportion.
AND if, after the payment of all the said debts and liabilities in full, there shall be
any remainder or residue of said property or proceeds, to repay and return the same to the Assignor,
its executors, administrators or assigns.
AND, in furtherance of the premises, the Assignor does hereby make, constitute
and appoint the Assignee its true and lawful attorney, irrevocable, with full power and authority to
do all acts and things which may be necessary in the premises to the full execution of the trust
2
100091121.1
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
hereby created, and to ask, demand, recover and receive of and from all and every person or
persons all property, debts and demands due, owing and belonging to the Assignor, and to give
acquittances and discharges for the same; and to execute, acknowledge, and deliver all necessary
deeds, instruments and conveyances; and for any of the purposes aforesaid.
AND the Assignor hereby authorizes the Assignee to sign the name of the Assignor
to any check, draft, promissory note or other instrument in writing which is payable to the order
of the Assignor, or to sign the name of the Assignor to any instrument in writing, whenever it shall
be necessary so to do, to carry into effect the object, design and purpose of this trust.
AND, notwithstanding the foregoing, (1) Assignor shall retain the sole and
exclusive right to defend any litigation or investigations (whether civil, criminal or regulatory in
nature) to which Assignor is a party, to select counsel to represent Assignor (as well as any former
employees, members, and agents of Assignor) in the same, and to be the sole decision-maker in
all such pending or future litigations and investigations; (2) Assignee shall not be provided access
to and shall otherwise not be entitled to review any Privileged Information"); and (3) nothing in
this Assignment, or Assignor entering into it, is intended to constitute, shall be construed as
constituting, and shall not constitute a waiver of any kind as to any Privileged Information and it
is expressly acknowledged and agreed that Assignee shall not control or otherwise have the right
to waive any of Assignor's Privileged Information, regardless of whether such information was
created or communicated prior to, on, or after the Assignment Date, and shall provide reasonable
notice to Assignor's sole member (an individual) and opportunity for same to object to any
subpoena or other request to Assigned to provide Privileged Information; provided, however, that
Assignee is expressly authorized to comply with any final court orders that direct the production
of documents and information.
3
100091121.1
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
THE Assignee does hereby accept the trust created and reposed in that he will
faithfully and without delay execute the said trust, according to the best of skill, knowledge and
ability.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
SCHIFF FINE ART, LLC
Assignor
By:
Lisa Schiff Sole and Man ii Member
By:
ick, Assignee
4
100091121.1
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
, 1.)
On this day of May, 2023, before me personally appeared Lisa Schiff, to me
personally known, who being by me duly sworn, did depose and say that she is the Sole and
Managing Member of Schiff Fine Art, LLC, described in and which executed the foregoing
instrument.
Notary Public
My Commission expires:
ERIC C. ZABICKI
Notary Public, State of New York
No. 02ZA6078736
Qualified in New York County „
Commission Expires August 5, 20 45.
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the -7 4 day of May, 2023, before me personally appeared Douglas J. Pick, to
me personally known, who being by me duly sworn, did depose and say that he resides in the
County of Westchester, State of New York.
Notary Public
My Commission expires:
ERIC C. ZABICKI
Notary Public, State of New York
No. 02ZA6078736
Qualified in New York County
Commission Expires August 5, 20...2j'
5
100091121.1
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
MINUTES OF SPECIAL MEETING
OF
THE MEMBERS
OF
SCHIFF FINE ART, LLC
Held at: Pick & Zabicki LLP
369 Lexington Avenue, 12th Floor
New York, New York 10017
Time: May 15, 2023 at 10:00 a.m.
Persons Present: Lisa Schiff, Sole and Managing Member
56 Leonard Street, Apt. 23AE
New York, New York 10013
being all of the members of Schiff Fine Art, LLC (the "Corporation").
Lisa Schiff presented and read to the meeting a Waiver of Notice of Meeting of teh
Members of Schiff Fine Art, LLC subscribed to by the Managing Member.
Upon motion duly made and carried, it was
RESOLVED: that the same be ordered on file, and the Members be requested to cause the
same to be spread at length upon the minutes.
Upon motion duly made, seconded, and unanimously passed, the following resolution was
adopted:
WHEREAS the Company is presently unable to pay its indebtedness and, in the opinion of
the Members, it is in the best interests of the Company and its creditors that an assignment be made
by the Company of all of its assets for the benefit of the Company's creditors; and
WHEREAS it has been suggested that such assignment be made to Douglas J. Pick; and
that Douglas J. Pick is willing to accept such an assignment and liquidate the assets of the Company
for the benefit of its creditors.
NOW THEREFORE, be it RESOLVED that the Company execute an Assignment for
the Benefit of Creditors, to Douglas J. Pick and that the Managing Partner of the Company be, and
he hereby is, authorized and empowered to execute such assignment for and on behalf of the
Corporation.
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
There being no further business to come before the meeting, it was adjourned.
Dated: May 15, 2023
L .1
By:
Lisa Schi f, Sole .i-lc‘liClarli";ging Member
2
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023
WAIVER OF NOTICE OF SPECIAL
MEETING OF MEMBERS OF SCHIFF FINE ART, LLC
The undersigned, being the Sole and Managing Member of Schiff Fine Art, LLC (the
"Company"), formerly having its principal place of business at 45 White Street, New York, New York
10013, do hereby waive all notice of a special meeting of the Members of said Company, and do consent
that: (i) the 15th day of May, 2023 at 10:00 a.m., hereby is fixed as the date and time, and (ii) the office
of Pick & Zabicki LLP, 369 Lexington Avenue, 12th Floor, New York, New York 10017, as the place
for holding the same, and that all such business be transacted there as may be lawfully come before said
meeting.
Dated: May 15, 2023
By:
ole and ManLIfisSAliff,
g g Member
Preview
FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 Defendants’ Exhibit No. 1 FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 sioco9 RECEIVED NYSCEF: 06/06/2023 NEW YORK OF=FICE COUNTY CLERKS ASSIGNMENT MAY 1_6 2023 cIppleteNTURE, made this 15th day of May, 2023 (the "Assignment Date") N OT betweenffleFNEIYFE ART, T, LLC, a limited liability company duly created and existing under and by virtue of the laws of the State of New York, having its principal place of business at 45 White Street, New York, New York 10013 (hereinafter called the "Assignor"), and DOUGLAS J. PICK, with his principal office at 369 Lexington Avenue, 12th Floor, New York, New York 10017 (hereinafter called the "Assignee"): WITNES SETH WHEREAS the Assignor carried on and had engaged in the business of advising on, and assisting in the purchase and sale of, fine art. Its principal place of business was located at 45 White Street, New York, New York 10013. WHEREAS the Assignor herein is indebted to diverse persons in sundry sums of money which it is unable to pay in full and is desirous of providing for the payment of the sum pro-rata so far as it is in its power, by an assignment and distribution of all its property for that purpose: NOW THEREFORE, the said Assignor in consideration of the premises and of the sum of one dollar paid by the Assignee, upon the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, assigned, transferred and set over unto the said Assignee, his successors and assigns, all and singular the lands, tenements, hereditaments and appurtenances, goods, chattels, stocks, promissory notes, claims, demands, property and effects of every description belonging to the said Assignor, of whatsoever nature and wheresoever the same may be situated except (1) such property as is by law exempt from levy and sale under an execution and (2) such communications, documents, and other materials that are 100091121.1 FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 reasonably deemed by Assignor protected from disclosure based solely on the attorney-client privilege, work-product doctrine, common interest doctrine, any joint defense agreement (oral or written), or any other statutory or common law privilege (collectively, "Privileged Information") TO HAVE AND TO HOLD the same and every part thereof unto the Assignor, his successors and assigns. IN TRUST, NEVERTHELESS, to take possession of the same, and to sell the same with all reasonable dispatch, and to convert the same into money, and also to collect all such debts and demands hereby assigned as may be collectible, and out of the proceeds of such sales and collections, to pay and discharge all the just and reasonable expenses, costs and disbursement in connection with the execution of this assignment and the discharge of the trust hereby created, together with the lawful commissions or allowances of the Assignee for his services in executing said trust; THEN AND, then to pay and discharge in full, if the residue of said proceeds is sufficient for that purpose, all the debts and liabilities now due or to grow due from the Assignor, with all interest moneys due or to grow due thereon; and if the residue of said proceeds shall not be sufficient to pay the said debts and liabilities and interest thereon in full, then to apply the said residue of said proceeds to the payment of said debts and liabilities ratably and in proportion. AND if, after the payment of all the said debts and liabilities in full, there shall be any remainder or residue of said property or proceeds, to repay and return the same to the Assignor, its executors, administrators or assigns. AND, in furtherance of the premises, the Assignor does hereby make, constitute and appoint the Assignee its true and lawful attorney, irrevocable, with full power and authority to do all acts and things which may be necessary in the premises to the full execution of the trust 2 100091121.1 FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 hereby created, and to ask, demand, recover and receive of and from all and every person or persons all property, debts and demands due, owing and belonging to the Assignor, and to give acquittances and discharges for the same; and to execute, acknowledge, and deliver all necessary deeds, instruments and conveyances; and for any of the purposes aforesaid. AND the Assignor hereby authorizes the Assignee to sign the name of the Assignor to any check, draft, promissory note or other instrument in writing which is payable to the order of the Assignor, or to sign the name of the Assignor to any instrument in writing, whenever it shall be necessary so to do, to carry into effect the object, design and purpose of this trust. AND, notwithstanding the foregoing, (1) Assignor shall retain the sole and exclusive right to defend any litigation or investigations (whether civil, criminal or regulatory in nature) to which Assignor is a party, to select counsel to represent Assignor (as well as any former employees, members, and agents of Assignor) in the same, and to be the sole decision-maker in all such pending or future litigations and investigations; (2) Assignee shall not be provided access to and shall otherwise not be entitled to review any Privileged Information"); and (3) nothing in this Assignment, or Assignor entering into it, is intended to constitute, shall be construed as constituting, and shall not constitute a waiver of any kind as to any Privileged Information and it is expressly acknowledged and agreed that Assignee shall not control or otherwise have the right to waive any of Assignor's Privileged Information, regardless of whether such information was created or communicated prior to, on, or after the Assignment Date, and shall provide reasonable notice to Assignor's sole member (an individual) and opportunity for same to object to any subpoena or other request to Assigned to provide Privileged Information; provided, however, that Assignee is expressly authorized to comply with any final court orders that direct the production of documents and information. 3 100091121.1 FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 THE Assignee does hereby accept the trust created and reposed in that he will faithfully and without delay execute the said trust, according to the best of skill, knowledge and ability. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. SCHIFF FINE ART, LLC Assignor By: Lisa Schiff Sole and Man ii Member By: ick, Assignee 4 100091121.1 FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK) , 1.) On this day of May, 2023, before me personally appeared Lisa Schiff, to me personally known, who being by me duly sworn, did depose and say that she is the Sole and Managing Member of Schiff Fine Art, LLC, described in and which executed the foregoing instrument. Notary Public My Commission expires: ERIC C. ZABICKI Notary Public, State of New York No. 02ZA6078736 Qualified in New York County „ Commission Expires August 5, 20 45. STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On the -7 4 day of May, 2023, before me personally appeared Douglas J. Pick, to me personally known, who being by me duly sworn, did depose and say that he resides in the County of Westchester, State of New York. Notary Public My Commission expires: ERIC C. ZABICKI Notary Public, State of New York No. 02ZA6078736 Qualified in New York County Commission Expires August 5, 20...2j' 5 100091121.1 FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 MINUTES OF SPECIAL MEETING OF THE MEMBERS OF SCHIFF FINE ART, LLC Held at: Pick & Zabicki LLP 369 Lexington Avenue, 12th Floor New York, New York 10017 Time: May 15, 2023 at 10:00 a.m. Persons Present: Lisa Schiff, Sole and Managing Member 56 Leonard Street, Apt. 23AE New York, New York 10013 being all of the members of Schiff Fine Art, LLC (the "Corporation"). Lisa Schiff presented and read to the meeting a Waiver of Notice of Meeting of teh Members of Schiff Fine Art, LLC subscribed to by the Managing Member. Upon motion duly made and carried, it was RESOLVED: that the same be ordered on file, and the Members be requested to cause the same to be spread at length upon the minutes. Upon motion duly made, seconded, and unanimously passed, the following resolution was adopted: WHEREAS the Company is presently unable to pay its indebtedness and, in the opinion of the Members, it is in the best interests of the Company and its creditors that an assignment be made by the Company of all of its assets for the benefit of the Company's creditors; and WHEREAS it has been suggested that such assignment be made to Douglas J. Pick; and that Douglas J. Pick is willing to accept such an assignment and liquidate the assets of the Company for the benefit of its creditors. NOW THEREFORE, be it RESOLVED that the Company execute an Assignment for the Benefit of Creditors, to Douglas J. Pick and that the Managing Partner of the Company be, and he hereby is, authorized and empowered to execute such assignment for and on behalf of the Corporation. FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 There being no further business to come before the meeting, it was adjourned. Dated: May 15, 2023 L .1 By: Lisa Schi f, Sole .i-lc‘liClarli";ging Member 2 FILED: NEW YORK COUNTY CLERK 06/06/2023 04:19 PM INDEX NO. 652380/2023 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 06/06/2023 WAIVER OF NOTICE OF SPECIAL MEETING OF MEMBERS OF SCHIFF FINE ART, LLC The undersigned, being the Sole and Managing Member of Schiff Fine Art, LLC (the "Company"), formerly having its principal place of business at 45 White Street, New York, New York 10013, do hereby waive all notice of a special meeting of the Members of said Company, and do consent that: (i) the 15th day of May, 2023 at 10:00 a.m., hereby is fixed as the date and time, and (ii) the office of Pick & Zabicki LLP, 369 Lexington Avenue, 12th Floor, New York, New York 10017, as the place for holding the same, and that all such business be transacted there as may be lawfully come before said meeting. Dated: May 15, 2023 By: ole and ManLIfisSAliff, g g Member