Motion-Secondary: Marcus Abrams, Clearwater Ventures, Inc., Lisa Abrams, Lisa Abrams in her capacity as Trustee for the Lisa Marie Abrams Revocable Trust v. Russell Abrams, Russellcar Inversora, S.A., Crosstax, S.A., Taxcorp, S.A., Carcorp, S.A., Russellcar S.R.L., Aracar Group Holdings Corp., Aracar Financiera, S.A., Aracar Servicios, S.A., Aracar Group Spv I Llc, Aracar Group Spv Ii Llc

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                                FILED: NEW YORK COUNTY CLERK 03/10/2023 09:30 PM                                              INDEX NO. 654992/2022
NYSCEF DOC. NO. 105                                                                     RECEIVED NYSCEF: 03/10/2023




         SUPREME COURT OF THE STATE OF NEW YORK
         COUNTY OF NEW YORK


         MARCUS ABRAMS, CLEARWATER
         VENTURES, INC. and LISA ABRAMS,
         individually and in her Capacity as Trustee for the
         LISA MARIE ABRAMS REVOCABLE TRUST,                          Index No. 654992/2022

                                 Petitioners,                        Hon. Joel M. Cohen

                         -against-                                   Motion Seq. No.: 001

         RUSSELL ABRAMS, RUSSELLCAR
         INVERSORA S.A., CROSSTAX, S.A., TAXCORP,
         S.A., CARCORP, S.A., ARACAR GROUP
         HOLDINGS CORP., ARACAR FINANCIERA,
         S.A., ARACAR SERVICIOS, S.A., ARACAR
         GROUP SPV I LLC, and ARACAR GROUP SPV II
         LLC,

                                 Respondents.



                                           ATTORNEY AFFIRMATION

                 JAMES R. SERRITELLA, an attorney duly licensed to practice law, affirms as follows:

                 1.      I am a member of Kim & Serritella LLP, counsel for Petitioners in this matter. As

          such I am fully familiar with the facts and circumstances set forth herein.

                 2.      This affirmation is submitted in support of this proceeding to confirm Petitioner’s

          arbitration award (the “Award”) against Respondents Russell Abrams (“Russell”), Russellcar

          Inversora S.A., Crosstax, S.A., Taxcorp, S.A., Carcorp, S.A. (collectively “Russellcar”), Aracar

          Group Holdings Corp., Aracar Financiera, S.A., Aracar Servicios, S.A., Aracar Group SPV I

          LLC, and Aracar Group SPV II LLC (collectively “Aracar”), and in opposition to Respondents’

          motion to vacate or modify the Award.




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FILED: NEW YORK COUNTY CLERK 03/10/2023 09:30 PM                                              INDEX NO. 654992/2022
NYSCEF DOC. NO. 105                                                                   RECEIVED NYSCEF: 03/10/2023




                 3.      Petitioners, Respondents, and certain other persons and entities were parties to an

          AAA arbitration proceeding (the “Arbitration”) concerning a loan Petitioners made with

          Respondents.

                 4.      Respondents were represented by three successive law firms in the Arbitration, all

          of whom represented Aracar for at least some portion of the proceedings.

                 5.      A week before the Arbitration hearing was to begin, Sandra Abrams (née

          Piedrabuena), Russell’s wife and one of the respondents in the Arbitration, brought a Hail Mary

          order to show cause to stay the Arbitration on the grounds that she was not a proper party. Her

          application was dismissed. Despite making similar arguments on similar facts, Aracar did not

          join in her application.

                 6.      Eventually the matter proceeded to a hearing. A copy of the expert report of

          Matthew Kennedy, the Arbitration respondents’ damages expert, that was submitted at the

          hearing is annexed hereto as Exhibit 1.

                 7.      Petitioners prepared a calculation of damages based on some financial

          information included in Kennedy’s report that was submitted as an appendix to their post-hearing

          brief. For clarity, a copy of Petitioner’s calculation of damages thus submitted is annexed hereto

          as Exhibit 2. It can also be found as Appendix B to Petitioner’s post-hearing brief, which is

          filed on the docket as Respondent’s Ex. EE.

                 8.      A copy of the Award (previously submitted as an exhibit to the petition in this

          matter) is annexed hereto as Exhibit 3. The Award contains 3 categories of damages: 1)

          Russell’s liability for a personal guarantee he made (the “Guarantee Damages”); 2) Russellcar

          and Aracar’s joint and several liability for breach of contract (the “Breach Damages”); and 3)




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FILED: NEW YORK COUNTY CLERK 03/10/2023 09:30 PM                                               INDEX NO. 654992/2022
NYSCEF DOC. NO. 105                                                                 RECEIVED NYSCEF: 03/10/2023




          Russell, Russellcar, and Aracar’s joint and several liability for fees associated with the

         Arbitration (the “Fees”).

                9.      In their petition to confirm the Award, Petitioners requested the total of the

         Guarantee Damages, the Breach Damages, and the Fees, as that was how the damages were

         presented in the Award. However, sometime after the petition was filed, the arbitrator wrote the

         parties to clarify that the Breach Damages were only for any amount not paid by Russell as part

         of the Guarantee Damages. In any case, it appears that all Respondents remain jointly and

         severally liable for the Fees regardless of any amounts that may be paid towards the Breach

          Damages or Guarantee Damages.

          Dated: New York, New York
                 March 10, 2023

                                                                     /s/ James R. Serritella
                                                                       James R. Serritella




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