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FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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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,
-against- AFFIRMATION IN
OPPOSITION AND
RUSSELL ABRAMS, RUSSELLCAR INVESORA IN SUPPORT OF CROSS-
S.A., CROSSTAX, S.A, TAXCORP, S.A., CARCORP, MOTION
S.A.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, and ARACAR GROUP SPV II LLC,
Respondents
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DANIEL A. SINGER, an attorney duly admitted to practice before the Courts of the State
of New York, hereby affirms under penalty of perjury:
1. I am a member of The Law Offices of Daniel A. Singer PLLC, the attorney for
Respondents in this matter. I respectfully submit this affirmation in opposition to Petitioners’
application to confirm the arbitration award rendered by arbitrator Arthur D. Felsenfeld (the
“Arbitrator”) in the arbitration which had proceeded at the America Arbitration Association
(“AAA”) bearing case no. 01-20-0007-3684 (the “Subject Award”) and in support of
Respondents cross-motion seeking an order i) vacating the Subject Award pursuant to CPLR
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7511(b)(1)(iii); ii) in the alternative, modifying the Subject Award pursuant to CPLR 7511(c);
and iii) for such further and different relief as this Court deems just and proper 1.
2. The legal arguments in opposition to confirming the Subject Award and in favor of
vacating same are set forth in the accompanying memorandum. The factual and procedural
background is set forth herein with referenced to the pertinent documents attached hereto.
3. This is a dispute which arises from a September 2016 purchase agreement (the
“Purchase Agreement”, Exhibit A) which was entered into by and between petitioners Marcus
Abrams (“Marcus”), Clearwater Ventures , LLC, (“Clearwater LLC”), Lisa Abrams (“Lisa”),
and the Lisa Marie Abrams Revocable Trust (the “LMA Trust”)(collectively, “Petitioners”), on
the one hand, and respondents RussellCar and its “related entities” (collectively, the “RussellCar
Entities”, on the other).
4. As the Arbitrator specifically acknowledged in the Subject Award, the Purchase
Agreement was drafted by Marcus. See also Statement of Claim, Exhibit B, p. 163. Marcus is an
attorney licensed in New York. Exhibit I (defined infra, exhibit c thereto).
5. As is clear from the face of the Purchase Agreement, Russell only executed the
Purchase Agreement in his capacity as President of RussellCar and certainly not in his personal
capacity. As is also clear from the face of the Agreement, none of the Petitioners executed the
Purchase Agreement.
6. The Purchase Agreement provides, in pertinent part, as follows with respect to the
1
As set forth in Respondents’ memorandum of law, out of an abundance of caution, Respondents are also cross-
moving to vacate (or, alternatively, modify) the Subject Award though it is respectfully submitted that a cross-
motion is unnecessary and that an arbitration award can be vacated or modified based on opposition to an
application to confirm an arbitration award. See CPLR 7510, 7511 and McKinneys’ Commentary thereto.
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resolution of disputes pertaining to the Purchase Agreement: “… the parties agree to ender a
binding private arbitration in the event any dispute cannot be resolved between the parties.”
(Exhibit A).
7. After a dispute stemming from the Purchase Agreement arose, Petitioners served a
notice of intention to arbitration dated February 7, 2020 (the “Arbitration Notice”, exhibit C)
which was addressed to Russell, Sandra Piedrabuena (“Sandra”), RussellCar, and Aracar Group
Holdings Corp. (“Aracar”).
8. Consistent with requirements of the Purchase Agreement, an arbitration agreement
was entered into on February 25, 2020 by and between each of the Petitioners, on the one hand,
Abrams and RussellCar, on the other (the “Arbitration Agreement”, Exhibit D) on the other.
9. As is clear from the face of the Arbitration Agreement, neither Sandra nor Aracar
ever agreed to arbitrate. Indeed, despite being identified in the Arbitration Notice, they were
specifically excluded from the Arbitration Agreement.
10. On or about June 29, 2020, Petitioners filed the Statement of Claim, specifically
naming Sandra as a Respondent even though she was not a party to the Arbitration Agreement or
the Purchase Agreement. See Statement of Claim, Exhibit D. Appendix 1 of the Statement of
Claim listed 18 entities which Petitioners alleged were “related entities” to RussellCar. These
included RussellCar Invesora, S.A.; Crosstax, S.A.; Taxcorp, S.A.; Carcorp, S.A.; Russellcar
S.R.L.; Argentina Capital Management, LLC; Argentina Real Asset Partners, LP; Aracar
Financiera, S.A.; Aracar Serviciod, S.A.; Aracar, LLC; Aracar Group Holdings Corporation;
Aracar Group SPV I LLC; Aracar Group SPV II LLLC; Aracar Group SPV III LLC; UY
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Trading LTD (defined in the Statement of Claim as 2 entities and identified as UY Trading I and
UY Trading II, respectively); Titan Capital Group II LLC; and SEP Consulting, LTD 2.
11. Collectively, RussellCar Invesora, S.A.; Crosstax, S.A.; Taxcorp, S.A.; and
Russellcar S.R.I. shall be referred to as the “True RussellCar Entities”
12. Collectively, Aracar Financiera, S.A.; Aracar Servicio, S.A.; Aracar, LLC; Aracar
Group Holdings Corporation; Aracar Group SPV I LLC; Aracar Group SPV II LLLC; Aracar
Group SPV III LLC shall be referred to as the “Aracar Entities”.
13. On or about August 7, 2020, Respondents and Sandra interposed an answer (the
“Answer”, Exhibit E).
14. Following the assignment of the Arbitrator to this matter, the parties made various
preliminary applications in January 2021 (the “Preliminary Applications” Exhibit F).
15. With respect to the Respondents and Sandra, an application was made in opposition
to Petitioners’ attempt to add the purported related parties that were listed in Appendix 1 as
parties to the Arbitration (Exhibit F)
16. The Arbitrator’s ruling on such preliminary applications dated January 26, 2021 (the
“Preliminary Applications Order”) is annexed as Exhibit G.
17. With respect to Respondents’ and Sandra’a opposition to adding the entities listed in
Appendix 1 to the Arbitration, the Arbitrator ruled in the Preliminary Application Order, in
pertinent part, that the purported related parties listed in Appendix 1 should preliminarily be
joined as parties to the Arbitration but such determination was “without prejudiced to an
application by Respondents to dismiss certain entities following the completion of discovery.”
(Exhibit G).
2
The Appendix also identified Sandra and other individuals as “related entities” even though they are clearly not
entities.
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18. Respondents, Sandra and entities listed in Appendix 1 of the Statement of Claim
shall hereinafter be referred to as the “Arbitration Respondents”.
19. Following the completion of discovery, the parties engaged in dispositive motion
practice.
20. The Arbitration Respondents moved, among other things but in pertinent part, for an
order dismissing the Arbitration as to Sandra and all entities other than the True RussellCar
Entities (the “Arbitration Respondents’ Dispositive Motion”). In support of the Arbitration
Respondents’ Dispositive Motion, the Arbitration Respondents submitted a memorandum of law
(“AR MOLDM”, Exhibit H); an affirmation in support from Russell (“Russel 1st ADM”, Exhibit
I); an affirmation from Sandra (“Sandra ADM” Exhibit J); and a supplemental affidavit from
Russell (“Russell 2nd ADM”, Exhibit K) 3.
21. In opposition to the Arbitration Respondents’ Dispositive Motion, Petitioners
submitted a memorandum in opposition (“OMOL ARDM”, Exhibit L) ; an affirmation from their
attorney James R. Serritella (“Serrittella 1st OARDM”, Exhibit M) ; and a supplemental
affirmation from their attorney James R. Serritella (“Serritella 2nd OARDM, Exhibit N”)
22. Petitioners moved, among other things but in pertinent part, for an order seeking
summary judgment with respect to Russell’s alleged breach of a purported personal guaranty set
forth in the Purchase Agreement (“Petitioners’ Dispositive Motion”). In support of their
dispositive motion, Petitioners’ submitted a memorandum of law in support (“PMOL DM”,
Exhibit O ); an affirmation from James R Serritella, Esq. in support (“Serritella 1st PDM”,
Exhibit P); an affidavit from Marcus in support (“Marcus PDM”; an affidavit from Lisa in
support (“Lisa PDM”, Exhibit Q) a reply memorandum of law in support (“Reply PMOL DM”,
Exhibits pertaining to the Arbitration Respondents’ Dispositive Motion are annexed to the Russel 1st ADM and
3
Russell 2nd ADM.
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Exhibit R); and a supplemental affirmation from James R. Serritella in support (“Serrittella 2nd
PDM”, Exhibit S).
23. Copies of Petitioner’s Exhibits submitted in support of Petitioners’ dispositive motion
are annexed as Exhibit T.
24. In opposition to Petitioners’ Dispositive Motion, the Arbitration Respondents
interposed a memorandum of law in opposition (the “AR OMOL PDM” Exhibit U); an
affirmation from Respondents’ attorney Gregory O. Tuttle, Esq. in opposition (the “Tuttle
OPDM”, Exhibit V); and an affirmation from Russell in opposition (the “Russell OPDM”,
Exhibit W)
25. On June 27, 2022, the Arbitrator issued a decision and order with respect to the
dispositive motions (the “Dispositive Motion Decision”, Exhibit X).
26. With respect to Respondents’ Dispositive Motion, the Dispositive Motion Decision
set forth, among other things but in pertinent, that Argentina Capital Management LLC,
Argentine Real Estate Partners, LP, SEP Consulting LLC, and UY Trading Ltd were dismissed
from the case and that the Aracar Entities; that Titan Capital Group II LLC, and Sandra would
not be dismissed from the Arbitration based on Respondents’ Dispositive Motion- opining that
there were material issues of fact- but the Arbitrator reserved the possibility of such dismissal
following the Arbitration hearing (the “Arbitration Hearing”).
27. With respect to Petitioners’ Dispositive Motion, the Dispositive Motion Decision set
forth, among other things but in pertinent part, that Petitioners were granted summary judgment
against Russell for breach of the Purported Guaranty.
28. The Arbitration hearing was held over 4 days, September 28, 2022-September 30,
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2022 and then subsequently on October 13, 2022. Transcripts of each day of proceedings are
annexed to the Singer Affirmation as Exhibit Y (“”1st Day Transcript”); Exhibit Z (“2nd Day
Transcript”); Exhibit AA (“3rd Day Transcript”); and Exhibit BB (“4th Day Transcript”).
29. Following the Arbitration Hearing, both sides submitted post-heating briefs. Copies
of the Arbitration Respondents post hearing brief (the “AR Post-Hearing Brief”) and reply post-
hearing brief (the “AR Reply Post-Hearing Brief”)(collectively, “ARs’ Post-Hearing Briefs”) are
annexed as Exhibit CC and Exhibit DD, respectively. Copies of Petitioners’ post-hearing brief
(the Petitioners’ Post-Hearing Brief”) and post-hearing reply brief (the “Petitioners’ Post-
Hearing Reply Brief”)(collectively, “Petitioners’ Post-Hearing Briefs” are annexed respectively
as Exhibit EE and FF. Supplemental submissions provided by the parties are annexed as Exhibit
GG 4.
30. Copies of the Exhibits cited by Petitioners at the Arbitration Hearing in their post-
hearing briefs are annexed as Exhibit JJ (“Petitioners’ Hearing Exhibits”) .Copies of the Exhibits
cited by the Arbitration Respondents at the Arbitration Hearing and in their post-hearing briefs
are annexed as Exhibits KK (the “Arbitration Respondents’ Hearing Exhibits).
31. On December 7, 2022, the Arbitrator issued the Subject Award (dkt no. 2). As set
forth in the Subject Award, the Arbitrator determined, among other things but in pertinent part,
that Russell was liable for $1,000,000.00 under the Purported Guaranty; that all claims were
dismissed as to Sandra and Titan Capital II LLC; that the True Russell Entities and the Aracar
Entities, jointly and severally, were liable to Petitioners for the purported breach of the Purchase
Agreement; and that Russell, the RussellCar Entities; and the Aracar Entities were liable for the
The parties also provided pre-hearing briefs. Petitioners’ Pre-Hearing Brief is annexed as Exhibit HH.
4
Respondents’ Pre-Hearing Brief is annexed as Exhibit II
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entire amount of administrative fees and Arbitrator compensation. The Arbitrator also dismissed
all of Petitioners’ tort claims.
32. With respect to monetary damages, the Subject Award specifically sets forth as
follows:
1. Claimants, Marcus Abrams, Clearwater Ventures, Inc., Lisa Abrams and the
Lisa Abrams Revocable Trust (collectively “Claimants”) shall recover from
Respondent. Russell Abrams (“Russell”) the sum of $1,000,000 plus interest
at 9 percent per annum from July 18, 2019 in the amount of $305,013.70, for a
total of $1,305,013.70 based on Russell’s guarantee. Such amount shall be
paid so as to received by counsel for Claimants within thirty days of this Final
Award.
2. Claimants shall recover from Respondents, RussellCar Invesora, S.A.,
Crosstax, S.A., Taxcorp S.A., Carcorp, S.A. and RussellCar S.R.L.
(collectively, “RussellCar and Subsidiaries”) and Aracar Group Holdings
Corp., Aracar Financiera, Sa., Aracar Servicios, S.A., Aracar Group SPV I
LLC and Aracar Group SPV II LLC (collectively, “Aracar Entities”), jointly
and severally, the sum of $2,579,321.78, plus interest at 9 percent per annum
from the quarterly due dates in the amount of $360,654.53, for a total of
$2,939,976.31, for liability under the Note. Such amount shall be paid so as to
received by counsel for Claimants within thirty days of this Final Award.
…
5. The administrative fees of the American Arbitration Association
totaling $18,600.00 and the arbitrator compensation in the amount of
$97,350.00 shall be borne entirely by Russell, RussellCar and Subsidiaries
and the Aracar Entities, jointly and severally. Russell, RussellCar and
Subsidiaries and the Aracar Entities, jointly and severally, shall reimburse
Claimants the sum of $83,500.00 representing the portion of said fees and
arbitrator compensation in excess of the apportioned costs previously
incurred and paid by Claimants. Said amount shall be paid so as to be
received by counsel for Claimant with thirty days of this Final Award.
(dkt no. 2)
33. Following the issuance of the Subject Award, Russell initiated certain
communication- which was responded to by Petitioners- regarding the issue of damages, which
the Arbitrator interpreted as a request to modify the Subject Award (Exhibit LL) . In an order
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dated December 27, 2022, the Arbitrator issued what he termed to be a “clarification” as a result
of such communication:
It is the intent of the Award that the maximum amount recoverably
by Claimants under the foregoing paragraphs of the Award is
$2,939,976.31 (excluding amounts under paragraph 5 for
reimbursement of fees and arbitrator compensation). Although
amounts actually recovered from Russell may reduce the amounts
recoverable from RussellCar and related entities, and vice versa, so
as to avoid double recovery, this does not warrant modification of
the Award.
Accordingly with the exception of the above clarification, the
request for modification of the Award is denied. In addition,
Claimants’ request for attorneys’ fees as sanction against
Respondents is denied.
(the “Subject Award Clarification”, Exhibit MM).
34. In addition to this action, 2 other action have been commenced in this Court relating
to the Subject Arbitration bearing index nos. 658845/2021 and 653471/2022.
35. As a result of the foregoing, it is respectfully submitted that the Subject Award should
not be confirmed and should be vacated pursuant to CPLR 7511(b)(1)(iii).
WHEREFORE, it is respectfully submitted that Petitioners’ application should be denied
in all respects and Respondents’ cross-motion should be granted in all respects.
Dated: New York, New York
February 24, 2023
_________________________________
DANIEL A. SINGER
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SECTION 202.8-B CERTIFICATION
I certify that the annexed affirmation is 2420 Words.
Dated: New York, New York
February 24, 2023
THE LAW OFFICES OF DANIEL
A. SINGER PLLC
By:_____________________
Daniel A. Singer
Attorneys for Respondents
630 Third Avenue, 18th Floor
New York, New York 10017
(212) 569-7853
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FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK --------------------------------------------------------------------X 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, -against- AFFIRMATION IN OPPOSITION AND RUSSELL ABRAMS, RUSSELLCAR INVESORA IN SUPPORT OF CROSS- S.A., CROSSTAX, S.A, TAXCORP, S.A., CARCORP, MOTION S.A.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, and ARACAR GROUP SPV II LLC, Respondents ----------------------------------------------------------------------X DANIEL A. SINGER, an attorney duly admitted to practice before the Courts of the State of New York, hereby affirms under penalty of perjury: 1. I am a member of The Law Offices of Daniel A. Singer PLLC, the attorney for Respondents in this matter. I respectfully submit this affirmation in opposition to Petitioners’ application to confirm the arbitration award rendered by arbitrator Arthur D. Felsenfeld (the “Arbitrator”) in the arbitration which had proceeded at the America Arbitration Association (“AAA”) bearing case no. 01-20-0007-3684 (the “Subject Award”) and in support of Respondents cross-motion seeking an order i) vacating the Subject Award pursuant to CPLR 1 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 7511(b)(1)(iii); ii) in the alternative, modifying the Subject Award pursuant to CPLR 7511(c); and iii) for such further and different relief as this Court deems just and proper 1. 2. The legal arguments in opposition to confirming the Subject Award and in favor of vacating same are set forth in the accompanying memorandum. The factual and procedural background is set forth herein with referenced to the pertinent documents attached hereto. 3. This is a dispute which arises from a September 2016 purchase agreement (the “Purchase Agreement”, Exhibit A) which was entered into by and between petitioners Marcus Abrams (“Marcus”), Clearwater Ventures , LLC, (“Clearwater LLC”), Lisa Abrams (“Lisa”), and the Lisa Marie Abrams Revocable Trust (the “LMA Trust”)(collectively, “Petitioners”), on the one hand, and respondents RussellCar and its “related entities” (collectively, the “RussellCar Entities”, on the other). 4. As the Arbitrator specifically acknowledged in the Subject Award, the Purchase Agreement was drafted by Marcus. See also Statement of Claim, Exhibit B, p. 163. Marcus is an attorney licensed in New York. Exhibit I (defined infra, exhibit c thereto). 5. As is clear from the face of the Purchase Agreement, Russell only executed the Purchase Agreement in his capacity as President of RussellCar and certainly not in his personal capacity. As is also clear from the face of the Agreement, none of the Petitioners executed the Purchase Agreement. 6. The Purchase Agreement provides, in pertinent part, as follows with respect to the 1 As set forth in Respondents’ memorandum of law, out of an abundance of caution, Respondents are also cross- moving to vacate (or, alternatively, modify) the Subject Award though it is respectfully submitted that a cross- motion is unnecessary and that an arbitration award can be vacated or modified based on opposition to an application to confirm an arbitration award. See CPLR 7510, 7511 and McKinneys’ Commentary thereto. 2 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 resolution of disputes pertaining to the Purchase Agreement: “… the parties agree to ender a binding private arbitration in the event any dispute cannot be resolved between the parties.” (Exhibit A). 7. After a dispute stemming from the Purchase Agreement arose, Petitioners served a notice of intention to arbitration dated February 7, 2020 (the “Arbitration Notice”, exhibit C) which was addressed to Russell, Sandra Piedrabuena (“Sandra”), RussellCar, and Aracar Group Holdings Corp. (“Aracar”). 8. Consistent with requirements of the Purchase Agreement, an arbitration agreement was entered into on February 25, 2020 by and between each of the Petitioners, on the one hand, Abrams and RussellCar, on the other (the “Arbitration Agreement”, Exhibit D) on the other. 9. As is clear from the face of the Arbitration Agreement, neither Sandra nor Aracar ever agreed to arbitrate. Indeed, despite being identified in the Arbitration Notice, they were specifically excluded from the Arbitration Agreement. 10. On or about June 29, 2020, Petitioners filed the Statement of Claim, specifically naming Sandra as a Respondent even though she was not a party to the Arbitration Agreement or the Purchase Agreement. See Statement of Claim, Exhibit D. Appendix 1 of the Statement of Claim listed 18 entities which Petitioners alleged were “related entities” to RussellCar. These included RussellCar Invesora, S.A.; Crosstax, S.A.; Taxcorp, S.A.; Carcorp, S.A.; Russellcar S.R.L.; Argentina Capital Management, LLC; Argentina Real Asset Partners, LP; Aracar Financiera, S.A.; Aracar Serviciod, S.A.; Aracar, LLC; Aracar Group Holdings Corporation; Aracar Group SPV I LLC; Aracar Group SPV II LLLC; Aracar Group SPV III LLC; UY 3 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 Trading LTD (defined in the Statement of Claim as 2 entities and identified as UY Trading I and UY Trading II, respectively); Titan Capital Group II LLC; and SEP Consulting, LTD 2. 11. Collectively, RussellCar Invesora, S.A.; Crosstax, S.A.; Taxcorp, S.A.; and Russellcar S.R.I. shall be referred to as the “True RussellCar Entities” 12. Collectively, Aracar Financiera, S.A.; Aracar Servicio, S.A.; Aracar, LLC; Aracar Group Holdings Corporation; Aracar Group SPV I LLC; Aracar Group SPV II LLLC; Aracar Group SPV III LLC shall be referred to as the “Aracar Entities”. 13. On or about August 7, 2020, Respondents and Sandra interposed an answer (the “Answer”, Exhibit E). 14. Following the assignment of the Arbitrator to this matter, the parties made various preliminary applications in January 2021 (the “Preliminary Applications” Exhibit F). 15. With respect to the Respondents and Sandra, an application was made in opposition to Petitioners’ attempt to add the purported related parties that were listed in Appendix 1 as parties to the Arbitration (Exhibit F) 16. The Arbitrator’s ruling on such preliminary applications dated January 26, 2021 (the “Preliminary Applications Order”) is annexed as Exhibit G. 17. With respect to Respondents’ and Sandra’a opposition to adding the entities listed in Appendix 1 to the Arbitration, the Arbitrator ruled in the Preliminary Application Order, in pertinent part, that the purported related parties listed in Appendix 1 should preliminarily be joined as parties to the Arbitration but such determination was “without prejudiced to an application by Respondents to dismiss certain entities following the completion of discovery.” (Exhibit G). 2 The Appendix also identified Sandra and other individuals as “related entities” even though they are clearly not entities. 4 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 18. Respondents, Sandra and entities listed in Appendix 1 of the Statement of Claim shall hereinafter be referred to as the “Arbitration Respondents”. 19. Following the completion of discovery, the parties engaged in dispositive motion practice. 20. The Arbitration Respondents moved, among other things but in pertinent part, for an order dismissing the Arbitration as to Sandra and all entities other than the True RussellCar Entities (the “Arbitration Respondents’ Dispositive Motion”). In support of the Arbitration Respondents’ Dispositive Motion, the Arbitration Respondents submitted a memorandum of law (“AR MOLDM”, Exhibit H); an affirmation in support from Russell (“Russel 1st ADM”, Exhibit I); an affirmation from Sandra (“Sandra ADM” Exhibit J); and a supplemental affidavit from Russell (“Russell 2nd ADM”, Exhibit K) 3. 21. In opposition to the Arbitration Respondents’ Dispositive Motion, Petitioners submitted a memorandum in opposition (“OMOL ARDM”, Exhibit L) ; an affirmation from their attorney James R. Serritella (“Serrittella 1st OARDM”, Exhibit M) ; and a supplemental affirmation from their attorney James R. Serritella (“Serritella 2nd OARDM, Exhibit N”) 22. Petitioners moved, among other things but in pertinent part, for an order seeking summary judgment with respect to Russell’s alleged breach of a purported personal guaranty set forth in the Purchase Agreement (“Petitioners’ Dispositive Motion”). In support of their dispositive motion, Petitioners’ submitted a memorandum of law in support (“PMOL DM”, Exhibit O ); an affirmation from James R Serritella, Esq. in support (“Serritella 1st PDM”, Exhibit P); an affidavit from Marcus in support (“Marcus PDM”; an affidavit from Lisa in support (“Lisa PDM”, Exhibit Q) a reply memorandum of law in support (“Reply PMOL DM”, Exhibits pertaining to the Arbitration Respondents’ Dispositive Motion are annexed to the Russel 1st ADM and 3 Russell 2nd ADM. 5 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 Exhibit R); and a supplemental affirmation from James R. Serritella in support (“Serrittella 2nd PDM”, Exhibit S). 23. Copies of Petitioner’s Exhibits submitted in support of Petitioners’ dispositive motion are annexed as Exhibit T. 24. In opposition to Petitioners’ Dispositive Motion, the Arbitration Respondents interposed a memorandum of law in opposition (the “AR OMOL PDM” Exhibit U); an affirmation from Respondents’ attorney Gregory O. Tuttle, Esq. in opposition (the “Tuttle OPDM”, Exhibit V); and an affirmation from Russell in opposition (the “Russell OPDM”, Exhibit W) 25. On June 27, 2022, the Arbitrator issued a decision and order with respect to the dispositive motions (the “Dispositive Motion Decision”, Exhibit X). 26. With respect to Respondents’ Dispositive Motion, the Dispositive Motion Decision set forth, among other things but in pertinent, that Argentina Capital Management LLC, Argentine Real Estate Partners, LP, SEP Consulting LLC, and UY Trading Ltd were dismissed from the case and that the Aracar Entities; that Titan Capital Group II LLC, and Sandra would not be dismissed from the Arbitration based on Respondents’ Dispositive Motion- opining that there were material issues of fact- but the Arbitrator reserved the possibility of such dismissal following the Arbitration hearing (the “Arbitration Hearing”). 27. With respect to Petitioners’ Dispositive Motion, the Dispositive Motion Decision set forth, among other things but in pertinent part, that Petitioners were granted summary judgment against Russell for breach of the Purported Guaranty. 28. The Arbitration hearing was held over 4 days, September 28, 2022-September 30, 6 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 2022 and then subsequently on October 13, 2022. Transcripts of each day of proceedings are annexed to the Singer Affirmation as Exhibit Y (“”1st Day Transcript”); Exhibit Z (“2nd Day Transcript”); Exhibit AA (“3rd Day Transcript”); and Exhibit BB (“4th Day Transcript”). 29. Following the Arbitration Hearing, both sides submitted post-heating briefs. Copies of the Arbitration Respondents post hearing brief (the “AR Post-Hearing Brief”) and reply post- hearing brief (the “AR Reply Post-Hearing Brief”)(collectively, “ARs’ Post-Hearing Briefs”) are annexed as Exhibit CC and Exhibit DD, respectively. Copies of Petitioners’ post-hearing brief (the Petitioners’ Post-Hearing Brief”) and post-hearing reply brief (the “Petitioners’ Post- Hearing Reply Brief”)(collectively, “Petitioners’ Post-Hearing Briefs” are annexed respectively as Exhibit EE and FF. Supplemental submissions provided by the parties are annexed as Exhibit GG 4. 30. Copies of the Exhibits cited by Petitioners at the Arbitration Hearing in their post- hearing briefs are annexed as Exhibit JJ (“Petitioners’ Hearing Exhibits”) .Copies of the Exhibits cited by the Arbitration Respondents at the Arbitration Hearing and in their post-hearing briefs are annexed as Exhibits KK (the “Arbitration Respondents’ Hearing Exhibits). 31. On December 7, 2022, the Arbitrator issued the Subject Award (dkt no. 2). As set forth in the Subject Award, the Arbitrator determined, among other things but in pertinent part, that Russell was liable for $1,000,000.00 under the Purported Guaranty; that all claims were dismissed as to Sandra and Titan Capital II LLC; that the True Russell Entities and the Aracar Entities, jointly and severally, were liable to Petitioners for the purported breach of the Purchase Agreement; and that Russell, the RussellCar Entities; and the Aracar Entities were liable for the The parties also provided pre-hearing briefs. Petitioners’ Pre-Hearing Brief is annexed as Exhibit HH. 4 Respondents’ Pre-Hearing Brief is annexed as Exhibit II 7 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 entire amount of administrative fees and Arbitrator compensation. The Arbitrator also dismissed all of Petitioners’ tort claims. 32. With respect to monetary damages, the Subject Award specifically sets forth as follows: 1. Claimants, Marcus Abrams, Clearwater Ventures, Inc., Lisa Abrams and the Lisa Abrams Revocable Trust (collectively “Claimants”) shall recover from Respondent. Russell Abrams (“Russell”) the sum of $1,000,000 plus interest at 9 percent per annum from July 18, 2019 in the amount of $305,013.70, for a total of $1,305,013.70 based on Russell’s guarantee. Such amount shall be paid so as to received by counsel for Claimants within thirty days of this Final Award. 2. Claimants shall recover from Respondents, RussellCar Invesora, S.A., Crosstax, S.A., Taxcorp S.A., Carcorp, S.A. and RussellCar S.R.L. (collectively, “RussellCar and Subsidiaries”) and Aracar Group Holdings Corp., Aracar Financiera, Sa., Aracar Servicios, S.A., Aracar Group SPV I LLC and Aracar Group SPV II LLC (collectively, “Aracar Entities”), jointly and severally, the sum of $2,579,321.78, plus interest at 9 percent per annum from the quarterly due dates in the amount of $360,654.53, for a total of $2,939,976.31, for liability under the Note. Such amount shall be paid so as to received by counsel for Claimants within thirty days of this Final Award. … 5. The administrative fees of the American Arbitration Association totaling $18,600.00 and the arbitrator compensation in the amount of $97,350.00 shall be borne entirely by Russell, RussellCar and Subsidiaries and the Aracar Entities, jointly and severally. Russell, RussellCar and Subsidiaries and the Aracar Entities, jointly and severally, shall reimburse Claimants the sum of $83,500.00 representing the portion of said fees and arbitrator compensation in excess of the apportioned costs previously incurred and paid by Claimants. Said amount shall be paid so as to be received by counsel for Claimant with thirty days of this Final Award. (dkt no. 2) 33. Following the issuance of the Subject Award, Russell initiated certain communication- which was responded to by Petitioners- regarding the issue of damages, which the Arbitrator interpreted as a request to modify the Subject Award (Exhibit LL) . In an order 8 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 dated December 27, 2022, the Arbitrator issued what he termed to be a “clarification” as a result of such communication: It is the intent of the Award that the maximum amount recoverably by Claimants under the foregoing paragraphs of the Award is $2,939,976.31 (excluding amounts under paragraph 5 for reimbursement of fees and arbitrator compensation). Although amounts actually recovered from Russell may reduce the amounts recoverable from RussellCar and related entities, and vice versa, so as to avoid double recovery, this does not warrant modification of the Award. Accordingly with the exception of the above clarification, the request for modification of the Award is denied. In addition, Claimants’ request for attorneys’ fees as sanction against Respondents is denied. (the “Subject Award Clarification”, Exhibit MM). 34. In addition to this action, 2 other action have been commenced in this Court relating to the Subject Arbitration bearing index nos. 658845/2021 and 653471/2022. 35. As a result of the foregoing, it is respectfully submitted that the Subject Award should not be confirmed and should be vacated pursuant to CPLR 7511(b)(1)(iii). WHEREFORE, it is respectfully submitted that Petitioners’ application should be denied in all respects and Respondents’ cross-motion should be granted in all respects. Dated: New York, New York February 24, 2023 _________________________________ DANIEL A. SINGER 9 of 10 FILED: NEW YORK COUNTY CLERK 02/24/2023 11:26 PM INDEX NO. 654992/2022 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 02/24/2023 SECTION 202.8-B CERTIFICATION I certify that the annexed affirmation is 2420 Words. Dated: New York, New York February 24, 2023 THE LAW OFFICES OF DANIEL A. SINGER PLLC By:_____________________ Daniel A. Singer Attorneys for Respondents 630 Third Avenue, 18th Floor New York, New York 10017 (212) 569-7853 10 of 10