Preview
BER-L-003342-22 11/15/2023 4:56:01 PM Pg 1 of 3 Trans ID: LCV20233390663
R. N. Tendai Richards, Esq.
Attorney ID: 01794-1995
WINNE, BANTA, BASRALIAN & KAHN, P.C.
Court Plaza South-East Wing
21 Main Street, Suite 101
Hackensack, New Jersey 07601
(201) 487-3800
Attorneys for Defendants
ROBERT FREEDMAN, PAUL
FREEDMAN, and PF & RF ENTERPRISES,
INC., f/k/a/ BLICKMAN, INC.,
SUPERIOR COURT OF NEW JERSEY
LAW DIVISION: BERGEN COUNTY
Plaintiffs,
Counterclaim Defendants, DOCKET NO.: BER-L-3342-22
v. Civil Action
BLICKMAN INDUSTRIES, LLC, and NOTICE OF MOTION FOR
ANTHONY LORENZO, RECONSIDERATION
Defendants,
Counterclaim Plaintiffs
To: Harlan L. Cohen, Esq.
Dunn Lambert, LLC
15 East Midland Ave., Ste. 3D
Paramus, NJ 07652
HCohen@NJBizlawyer.com
PLEASE TAKE NOTICE that on Friday, December 1, 2023, at 9.00 am, or as soon
thereafter as counsel may be heard, the undersigned attorneys for Defendants, Blickman Industries,
LLC and Anthony Lorenzo (collectively, “Defendants”) shall move pursuant to R. 1:7-4 and R.
4:42-2, before the Superior Court of New Jersey, Bergen County Courthouse, 10 Main Street, 2nd
Floor, Hackensack, NJ 07601, for an Order granting Defendants’ Motion for Reconsideration.
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PLEASE TAKE FURTHER NOTICE that in support of this application, Defendants shall
rely upon the Certification of Counsel and Legal Brief submitted herewith.
A proposed form of Order is annexed hereto.
Oral argument is requested if the matter is opposed.
DISCOVERY END DATE: 02.02.24
TRIAL DATE: N/A
WINNE, BANTA, BASRALIAN & KAHN, P.C.
Attorneys for Defendants
Dated: 11.15.23 By: /s/ R. N. Tendai Richards
R. N. Tendai Richards, Esq.
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CERTIFICATION OF SERVICE
I HEREBY CERTIFY that, on this date, I filed the within Notice of Motion, Certification
of Counsel, Legal Brief, and proposed form of Order via eCourts and Hand Delivery to the
Honorable Mary J. Thurber, J.S.C., Superior Court of New Jersey, Bergen County Courthouse, 10
Main Street, 2nd Floor, Hackensack, NJ 07601, and via email to opposing counsel.
WINNE, BANTA, BASRALIAN & KAHN, P.C.
Attorneys for Defendants
Dated: 11.15.23 By: /s/ R. N. Tendai Richards
R. N. Tendai Richards, Esq.
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R. N. Tendai Richards, Esq.
Attorney ID: 01794-1995
WINNE, BANTA, BASRALIAN & KAHN, P.C.
Court Plaza South-East Wing
21 Main Street, Suite 101
Hackensack, New Jersey 07601
(201) 487-3800
Attorneys for Defendants
ROBERT FREEDMAN, PAUL
FREEDMAN, and PF & RF ENTERPRISES,
INC., f/k/a/ BLICKMAN, INC.,
SUPERIOR COURT OF NEW JERSEY
LAW DIVISION: BERGEN COUNTY
Plaintiffs,
Counterclaim Defendants, DOCKET NO.: BER-L-3342-22
v. Civil Action
BLICKMAN INDUSTRIES, LLC, and ORDER ON DEFENDANTS’ MOTION
ANTHONY LORENZO, FOR RECONSIDERATION
Defendants,
Counterclaim Plaintiffs
THIS MATTER, having been opened to the Court on Motion by Winne, Banta, Basralian
& Kahn, P.C., attorneys for Defendants Blickman Industries, LLC (“Blickman Industries”) and
Anthony Lorenzo (collectively, “Defendants”) seeking reconsideration of this Court’s Order
entered on November 3, 2023, Trans ID: LCV20233309668 (“Subject Order”), pursuant to R. 1:7-
4 and R. 4:42-2; and the Court, having considered the submissions of counsel, reconsidered its
prior Order, and for good cause shown, makes the following findings of fact:
1. This case commenced with the filing of Plaintiffs’ Complaint on June 17, 2022 against
Blickman Industries, to which Blickman Industries filed an Answer with Counterclaims on
July 8, 2022.
2. On December 29, 2022, Plaintiffs propounded a set of Document Demands upon Blickman
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Industries.
3. Document Demands ## 4-6 therein sought discovery of Blickman Industries’ federal and
state tax returns, as well as all internally- and externally-generated financial statements,
and all schedules, statements, exhibits, attachments, and “underlying work papers” thereto
(collectively, “Financial Documents”).
4. On March 21, 2023, Blickman Industries tendered their responses to Plaintiffs’ Document
Demands, in which it objected to Document Demands ## 4-6 for being “overly broad,”
“unduly burdensome” and without a “compelling need for the documents requested.”
5. On September 14, 2023, Counsel for Plaintiffs sent a letter to Counsel for Blickman
Industries (“Deficiency Letter”), outlining perceived deficiencies in Blickman Industries’
responses to their Document Demands.
6. On September 28, 2023, the Court granted Plaintiffs’ Motion to Amend the Complaint, and
Plaintiffs’ filed an Amended Complaint on September 29, 2023.
7. Plaintiffs’ Amended Complaint, among other things, added Mr. Lorenzo as a defendant in
this case.
8. On October 3, 2023, Defendants’ Counsel responded to Plaintiffs’ Deficiency Letter.
9. Therein, Defendants’ Counsel maintained their objections to Document Demands ## 4-6.
10. On October 4, 2023, Plaintiffs filed a Motion to Compel Discovery, Trans ID:
LCV20233045587 (“Motion to Compel”), seeking the Financial Documents referenced in
Document Demands ## 4-6.
11. As grounds for Plaintiffs’ Motion to Compel, Plaintiffs’ Counsel certified that the
requested Financial Documents are “directly relevant to the issue of analyzing and refuting
the Defendants’ alleged damages,” and “Plaintiffs have no other way to readily obtain the
financial information contained therein from other sources.” ¶ 29, Certification of Harlan
Cohen, Esq.
12. Further, Plaintiffs’ Counsel certified that the Financial Documents are “precisely the types
of requests typically used by financial experts in determining financial gains and alleged
losses,” such that Plaintiffs would be disadvantaged if Defendants’ expert has access to
such records and Plaintiffs do not.
13. On November 3, 2023, the Court entered the Subject Order.
14. On October 27, 2023, Defendants propounded the reports of their experts, Scott Friedland,
and Nancy Stade upon Plaintiffs.
15. In his report, specifically Exhibit 2 thereto, Mr. Friedland listed all of the documents he
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consulted to form his expert opinion.
16. The only Financial Documents in Mr. Friedland’s report were the Subject Business’
financial statements for the years 2012-2016.
FURTHER, this Court makes the following findings of law:
As to pertains to Defendants’ tax returns
17. Ullmann v. Hartford Fire Ins. Co., 87 N.J. Super. 409 (App. Div. 1965) sets forth three
elements that must be met before a party’s tax returns may be compelled. (“Ullmann test”).
18. Per the Ullmann test, the moving party must demonstrate: “(1) the records are likely to
contain information relevant to the claims or defenses in the case; (2) the requestor has a
‘compelling need’ for the records to obtain information that cannot be readily obtained
from other sources; and (3) disclosure of the records will serve a ‘substantial purpose.’”
Parkinson v. Diamond Chemical Company, Inc., 469 N.J. Super. 396, 408 (App. Div.
2021).
19. “Good cause for production of income tax returns is not shown when the movant has the
information sought or can obtain it with little difficulty through other methods.” Ullmann,
supra, 87 N.J. Super. at 415.
20. “If disclosure will not serve a substantial purpose, it should not be ordered at all.” Id. at
415-16.
21. An in camera review of tax returns is necessary to determine “whether the records contain
relevant information and, if so, whether partial disclosure would suffice.” Parkinson,
supra, 469 N.J. Super. at 412 (citing Ulmann, supra, 87 N.J. Super. at 416).
22. As to the first Ullmann factor – whether the information Defendants’ tax returns is relevant
to the claims or defenses in this case – the Court finds that it is not.
23. The claims set forth in Plaintiffs’ Amended Complaint, and the Counterclaims/Defenses
set forth in Defendants’ Amended Answer, are for breaches-of-contract and related claims.
24. These claims, as alleged by Plaintiffs and Defendants, do not suggest that Defendants’ tax
returns are relevant to either: (1) the alleged breaches of contract; or (2) the calculation of
damages flowing therefrom.
25. As to the second Ullmann factor – whether the requestor has a “compelling need” for the
information contained in Defendants’ tax returns that cannot be readily obtained elsewhere
– the Court finds no compelling need.
26. Defendants’ expert did not consult Defendants’ tax returns when he calculated Defendants’
damages.
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27. Defendants purchased the Subject Business for a finite sum per the terms of several
interconnected agreements (e.g., an Asset Purchase Agreement).
28. As such, there is no information in Defendants’ tax returns that would aid Plaintiffs in
evaluating Defendants’ damages or verifying the calculations in Defendants’ expert’s
report.
29. The documents Defendants’ expert lists in his report are readily obtainable documents that
would supply Plaintiffs with the information they seek, and Defendants have provided
copies of all documents listed in Exhibit 2 of the Friedland Report.
30. As to the final Ullmann factor – whether the disclosure of Defendants’ tax returns will
serve “substantial purpose” – this Court finds that it would not.
31. Plaintiffs’ stated discovery goals can be met via the disclosure of the documents upon
which Defendants’ expert relied in reaching his conclusions.
32. Therefore, no substantial purpose is served by the disclosure of Defendants’ tax returns.
33. For these reasons, Plaintiffs have failed to satisfy each element of the Ullmann test.
As it pertains to Defendants’ financial records
34. While the disclosure of financial records is “guided by ordinary standards for discovery
and protective orders,” they are nonetheless subject to a “balancing test.” Parkinson, supra,
469 N.J. Super. at 413.
35. This “sensitive balancing” weighs “a plaintiff’s need for discovery and the defendant’s
right to maintain the confidentiality of information about its financial condition.” Id.
(quoting Herman v. Sunshine Chem. Specialties, 133 N.J. 329, 344-45 (1993)).
36. When less invasive means exist to provide the desired information, those means should be
employed. See Harmon v. Great Atl. & Pac. Tea Co., 273 N.J. Super. 552, 557 (App. Div.
1994).
37. By way of Document Demands ## 4-6, Plaintiffs in this case seek seven years’ worth of
Defendants’ personal and professional financial records.
38. Plaintiffs have adduced insufficient facts to support their application for Mr. Lorenzo’s
personal financial records.
39. As it relates to the financial records of Blickman Industries, the only relevant financial
records are those considered by Defendants’ expert (the financial statements for the years
2012-2016) and that pertaining to 2018 (the year during which breaches alleged in
Plaintiffs’ Amended Complaint commenced).
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40. Plaintiffs have adduced insufficient facts to support their application for all of Blickman
Industries’ financial records pertaining to the seven-year period from 2017 to the present.
THEREFORE, in accordance with the herein findings of fact and conclusions of law,
IT IS on this ______ day of ___________________________, 2023,
ORDERED, that Defendants’ Motion for Reconsideration is granted; and
IT IS FURTHER ORDERED, that, pursuant to R. 1:7-4 and R. 4:42-2, the Subject Order is
modified as follows:
1. Paragraph 1 of the Subject Order is amended to read as follows:1
ORDERED the Plaintiffs’ motion, pursuant to R. 4:23-5(c), to compel
Defendant Blickman Industries, LLC to produce financial documents
requested in Plaintiffs’ Financial Document Requests (Document Requests
Nos. 4-6) is granted in part.
2. Paragraph 2 of the Subject Order is amended to read as follows:
ORDERED the Defendants shall produce the following documents for in
camera inspection on or before December 15, 2023: (1) Blickman
Industries’ financial statements for the years 2012-2016 and 2018, including
any and all exhibits, attachments, schedules, and addenda.
3. Paragraph 3 is added to the Subject Order as follows:
The Court will review the provided documents and, if necessary, dictate
what redactions should be made to remove irrelevant and/or confidential
data prior to disclosure. Once the Court’s review is received, Defendants
have 10 days to make any necessary redactions and supply the documents
1 Amended language is in bold.
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to Plaintiffs.
IT IS FURTHER ORDERED that the Court provide a copy of this Order to all counsel of
record on this date via eCourts. Movant is directed to serve a copy of this Order within seven days
of this date on all parties not served electronically, by regular and certified mail, return receipt
requested.
___________________________________
HON. MARY F. THURBER, J.S.C.
( ) Opposed
( ) Unopposed
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R. N. Tendai Richards, Esq.
Attorney ID: 01794-1995
WINNE, BANTA, BASRALIAN & KAHN, P.C.
Court Plaza South-East Wing
21 Main Street, Suite 101
Hackensack, New Jersey 07601
(201) 487-3800
Attorneys for Defendants
ROBERT FREEDMAN, PAUL
FREEDMAN, and PF & RF ENTERPRISES,
INC., f/k/a/ BLICKMAN, INC.,
SUPERIOR COURT OF NEW JERSEY
Plaintiffs, LAW DIVISION: BERGEN COUNTY
Counterclaim Defendants,
DOCKET NO.: BER-L-3342-22
v.
Civil Action
BLICKMAN INDUSTRIES, LLC, and CERTIFICATION OF COUNSEL
ANTHONY LORENZO,
Defendants,
Counterclaim Plaintiffs
R. N. TENDAI RICHARDS, Esq., of full age, hereby certifies:
1. I am an attorney at law of the State of New Jersey and a partner with the law firm of Winne,
Banta, Basralian & Kahn, P.C.
2. I respectfully submit this Certification in support of Defendants’ Motion for
Reconsideration of the Court’s Order compelling the production of Defendants’ tax returns
and financial records dated November 3, 2023, Trans ID: LCV20233309668.
3. The following Exhibits are appended hereto for the Court’s consideration: 1
1
Undersigned Counsel is not aware of any unpublished cases that directly contradict the holdings
of the unpublished cases attached hereto.
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Exhibit Description
A Deficiency Letter sent by Plaintiffs’ Counsel on September 14, 2023
Undersigned Counsel’s response to Plaintiffs’ Deficiency Letter on
B
October 3, 2023
Order compelling Defendants to produce their tax returns and
C
financial records, dated November 3, 2023
Morley v. Contarino Bros., Inc., No. A-5803-04T2, 2006 N.J. Super.
D
Unpub. LEXIS 2283 (App. Div. July 20, 2006)
Colletti v. McLaughlin, No. A-3397-08T2, 2009 N.J. Super. Unpub.
E
LEXIS 1648 (App. Div. June 28, 2009)
Fishel v. Rosen, No. A-2895-17T4, 2018 N.J. Super. Unpub. LEXIS
F
2118 (App. Div. Sept. 25, 2018)
Louro v. Pedroso, No. A-0826-15T2, 2017 N.J. Super. Unpub.
G
LEXIS 1444 (App. Div. June 14, 2017)
Langenbach v. Alum-A-Pole Corp., No. A-4206-05T3, 2006 N.J.
H
Super. Unpub. LEXIS 2175 (App. Div. Oct. 27, 2006)
Hart v. Hart, No. A-1928-08T3, 2010 N.J. Super. Unpub. LEXIS 566
I
(App. Div. Mar. 18, 2010)
Jarwick Devs., Inc. v. Wilf, No. A-2053-13T3, 2018 N.J. Super.
J
Unpub. LEXIS 1285 (App. Div. June 1, 2018)
I hereby certify that the foregoing statements made by me are true. I am aware that if any
of the foregoing statements made by me are willfully false, I am subject to punishment.
WINNE, BANTA, BASRALIAN & KAHN, P.C.
Attorneys for Defendants
Dated: 11.15.23 By: /s/ R. N. Tendai Richards
R. N. Tendai Richards, Esq.
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EXHIBIT A
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DUNN LAMBERT LLC
ATTORNEYS AT LAW
15 EAST MIDLAND AVENUE
SUITE 3D
RICHARD J. LAMBERT PARAMUS, NEW JERSEY 07652 NEW YORK OFFICE:
NJ & NY BARS 1740 BROADWAY
HARLAN L. COHEN 15TH FLOOR
NJ & NY BARS TELEPHONE: 201-291-0700 NEW YORK, NY 10019
FACSIMILE:201-291-0410 TELEPHONE: 212-768-0700
TAE Y. CHO FACSIMILE: 212-519-9804
NJ & NY BARS www.njbizlawyer.com
PETER E. LEMBESIS
NJ & NY BARS Direct Dial: 201-291-3811
Email: hcohen@njbizlawyer.com
September 14, 2023
Via email and UPS
R.N. Tendai Richards, Esq.
Winne, Banta, Basralian & Kahn, P.C.
Court Plaza South – East Wing
21 Main Street, Suite 101
Hackensack, New Jersey 07601
Re: Robert Freedman, et al. v. v. Blickman Industries, LLC
Docket No. BER-L-3342-22
Dear Mr. Richards:
I am writing to advise you of significant deficiencies in the Defendant’s/Counterclaim
Plaintiffs’ (the “Defendants”) discovery responses, and request that you correct same by no later
than September 22, 2023. Please be advised that the Defendants’ continued non-compliance
with their discovery obligations would result in an appropriate motion being made, in accordance
with R. 1:6-2(c) and R. 4:23-5(a), without further attempt to resolve this matter.
The Defendants’ Deficient Interrogatory Answers
With respect to the Defendants’ Answers to the Plaintiffs’ First Set of Interrogatories, we
note the following deficiencies which need to be immediately remedied:
1. Answer to Interrogatory Nos. 6 & 7
Interrogatory No. 6 requests that the Defendants state whether they intend to rely
upon any statement or admission claimed to be made by a party, and if so, to
provide and identify the details of same. The Defendant’s response states that
they “will identify statements and claims that it intends to rely upon at trial in
accordance with a pre-trial Order to be issued by the Court.” Inasmuch as a
pretrial conference “may be held in the discretion of the court” pursuant to R.
4:25-1(a), and thus there is no assurance that that the Court will be issuing a pre-
trial Order, we request that responsive answers to these two interrogatories be
provided.
DUNNLAMBERT
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DUNN LAMBERT LLC
R.N. Tendai Richards, Esq.
Winne, Banta, Basralian & Kahn, P.C.
September 14, 2023
Page 2
2. Answer to Interrogatory No. 8
Interrogatory No. 8 requests information concerning oral communications
between the parties concerning the subject matter of the litigation and the subparts
requests the details of same, including “the substance of each oral
communication,” the date(s) of same and identities of the participants. Leaving
aside the Defendants’ boilerplate objections, the Defendants’ response is
generalized, vague and imprecise, and does not provide a meaningful response to
the information sought in the interrogatory. Instead, the response merely states
that “Defendant engaged in preliminary settlement discussions with the
Shareholders relating to some of the Counterclaims prior to the commencement of
litigation.” Accordingly, we request that this interrogatory be responded to on a
substantive basis.
3. Answer to Interrogatory No. 12
Interrogatory No. 12 requests identification and production of copies of all
written communications between the parties from September 1, 2016 through the
present. The Defendants’ response refers the Plaintiffs to the Defendants’ March
21, 2023 document production (the “Defendants’ Document Production”), but
fails to specify the relevant Bates Stamp numbers for the relevant documents.
Please identify by Bates stamp numbers which documents are responsive to this
request.
As stated by you in your discovery letter to me of July 10, 2023 at pp. 4-5:
“Further, while Plaintiffs indicated that some of the documents included in their
document production may be responsive to [Interrogatory Nos. 16 &17], that
does not satisfy the requirements of R. 4:17-4(a). This Rule states that, “if in
any interrogatory a copy of paper is requested, the copy shall be annexed to the
answer.” The Court’s decision to use “interrogatory” and “answer” in the
singular suggests that each document provided in response to an interrogatory
must be identified in that interrogatory. It is not enough, therefore, for
Plaintiffs to generally refer to their document production.” (emphasis
supplied).
DUNNLAMBERT
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DUNN LAMBERT LLC
R.N. Tendai Richards, Esq.
Winne, Banta, Basralian & Kahn, P.C.
September 14, 2023
Page 3
This conclusion is bolstered by review of R. 4:17-4(d) which states, in relevant
part:
When the answer to an interrogatory may be derived or ascertained from
or requires annexation of copies of the business records of the party on
whom the interrogatory has been served . . . it is sufficient answer to such
interrogatory to specify the records from which the answer may be derived
or ascertained and to afford the party serving the interrogatory reasonable
opportunity to examine, audit or inspect such records and to make copies,
compilations, abstracts or summaries. A specification shall be in
sufficient detail to permit the interrogating party to locate and
identify as readily as can the party served, the records from which the
answer may be ascertained. (Emphasis added by you).
Taken together, R. 4:17-4(a) and (d) stand for the proposition that “[t]he party
served is not required to do research for the opposing party when the opposing
party may readily find the answer in the documents provided.” RJZ Corp. v.
State Div. of Taxation, No. 017267-2009, 2013 N.J. Tax Unpub. LEXIS 120
(Tax Ct. Feb. 11, 2013).”
Based upon your foregoing words, it is not sufficient for your clients’ response
to this interrogatory to simply refer the Plaintiffs to the Defendants’ Document
Production. Please set forth the relevant Bates Stamp numbers from the
Defendants’ Document Production.
4. Answer to Interrogatory No. 13
Interrogatory No. 13 requests identification of all document relied upon by the
Defendants in preparing the Counterclaims by reference to the paragraph number
of the Counterclaims. The Defendants’ response refers to the Defendants’
Document Production but fails to reference any of the paragraph numbers of the
Counterclaims with respect to the documents which have been produced and fails
to identify by Bates stamp numbers which documents correspond to specific
paragraph numbers of the Counterclaims. Please provide responsive information
to this request in accordance with R. 4:17-4(a) and (d) as addressed at No. 3
above.
5. Answers to Interrogatory Nos. 16, 17 & 18
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DUNN LAMBERT LLC
R.N. Tendai Richards, Esq.
Winne, Banta, Basralian & Kahn, P.C.
September 14, 2023
Page 4
This Interrogatory request that with respect to R. Freedman, P. Freedman and
Blickman respectively, the Defendants identify with specificity “each and every
act” which the Defendants “allege constitutes a breach of any duty or legal
obligation owed” by each of the Plaintiffs to the Defendants. Not a single act
for either R. Freedman or P. Freedman was identified in your clients’ answers
and not a single document was identified. Merely referring in a generic manner
to the Defendants’ Counterclaims and to the Defendants’ Document Production
is not responsive to this Interrogatory. Kindly have the Defendants provide
responsive answers to both of this Interrogatory, including but not limited to the
relevant Bates Stamp numbers.
6. Answers to Interrogatory Nos. 19 & 20
Defendants are asked in interrogatory No. 19 to identify all of the “Due Diligence
Agents” who conducted due diligence or had any involvement with same on
behalf of the Defendants. Instead of answering this interrogatory, the Defendants
responded that they believe that “Paul Freedman, Robert Freedman and their
counsel, accountants and certain employees were involved in due diligence.”
This answer is clearly unresponsive, inasmuch as the interrogatory asked the
Defendants to identify the Defendants’ Due Diligence Agents both pre-closing of
the APA and post-closing. Instead of providing the requested information, the
Defendants have misidentified the Plaintiffs and their agents as having conducted
due diligence on behalf of the Defendants. This was clearly not the case, making
this response both non-sensical and non-responsive. Please provide a responsive
answer to Interrogatory No. 19.
The Defendants’ response to Interrogatory No. 20, which asks that the actions of
each Due Diligence Agent be described in detail, is similarly unresponsive.
Instead of providing the requested information, it only states that the Defendants
have “identified certain actions in its . . . Counterclaims” and reserves the right to
supplement. Plaintiffs are entitled under the Rules of Court to a meaningful
response to this interrogatory. Please have your clients provide one.
DUNNLAMBERT
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DUNN LAMBERT LLC
R.N. Tendai Richards, Esq.
Winne, Banta, Basralian & Kahn, P.C.
September 14, 2023
Page 5
7. Answer to Interrogatory No. 21
Plaintiffs requested additional details regarding the Defendants’ due diligence
prior to the execution of APA, including each date on which due diligence was
conducted, and by whom, as well as details concerning the category of data or
documents reviewed by each person on specific dates and the identification of the
specific data or documents which were reviewed on each date. Merely referring in
a generic manner to the Defendants’ Counterclaims and to the Defendants’
Document Production is not responsive to this interrogatory. Kindly have the
Defendants provide a responsive answer to this interrogatory.
8. Answers to Interrogatory Nos. 23, 24 & 25
This set of three interrogatories requests that the Defendants identify all persons
who accessed or reviewed the data and/or documents which were in the Subject
Data Room on behalf of the Defendants, the dates when each person did so, each
category of the documents reviewed, all communications concerning same.
Instead of providing a responsive answer, the Defendants’ response reiterates the
inadequate, non-responsive and non-sensical answer noted in No. 6 above,
coupled with a generalized reference to the Defendants’ Document Production
without furnishing a single Bates Stamp number. Such a response is inadequate.
See comments to No. 3 above. Please have the Defendants provide responsive
answers to this Interrogatory.
9. Answer to Interrogatory Nos. 26-29
This Interrogatory request information concerning the details of the data and/or
documents provided to the Defendants by the Plaintiffs and their representatives
in response to the Defendants “Subject DD Request List” and their “Subject
Second DD Request List.” A generalized reference to the Defendants’ Document
Production, stating that the Defendants “have produced documents relevant to the
interrogatory”, but without furnishing the pertinent Bates Stamp numbers, does
not constitute an adequate response to this Interrogatory. See comments to No. 3
above. Please have the Defendants provide responsive answers to this
Interrogatory.
DUNNLAMBERT
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DUNN LAMBERT LLC
R.N. Tendai Richards, Esq.
Winne, Banta, Basralian & Kahn, P.C.
September 14, 2023
Page 6
10. Answer to Interrogatory No. 30
This interrogatory requests that the Defendants identify all data and/or documents
exchanged between the Defendants and M&T Bank concerning or relating to the
Purchaser’s Acquisition Note and the A. Lorenzo Guaranty referenced in ¶¶281-
284 of the Counterclaim. Defendants’ generalized reference to the Defendants’
Document Production, stating that the Defendants “have produced documents
relevant to the interrogatory” but without furnishing the pertinent Bates Stamp
numbers, does not constitute an adequate response to this interrogatory. See
comments to No. 3 above. Please have the Defendants provide responsive
answers to this Interrogatory.
11. Answer to Interrogatory No. 31
This interrogatory requests that the Defendants identify all violations of §5.8 of
the APA by each of the Counterclaim Defendants, and requests the supporting
documentation for same. Defendants’ response by generically referring to their
Counterclaims is unresponsive to this Interrogatory. Similarly, stating that the
Defendants “have categorized, labeled and produced relevant documents” but
without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of
documents have been produced, does not constitute an adequate response to this
interrogatory. See comments to No. 3 above. Please have the Defendants provide
a responsive answer to this Interrogatory.
12. Answer to Interrogatory No. 32
This interrogatory requests that the Defendants describe, set forth and identify all
documents exchanged between Lorenzo and M&T Bank with respect to the
Lorenzo Guaranty to M&T referenced in ¶240 of the Counterclaim. Stating that
the Defendants “have categorized, labeled and produced relevant documents” but
without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of
documents have been produced, does not constitute an adequate response to this
interrogatory. See comments to No. 3 above. Please have the Defendants provide
a responsive answer to this Interrogatory.
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13. Answers to Interrogatory Nos. 33, 34, 35 & 36
Theses interrogatories request that the Defendants describe, set forth and identify
all documents exchanged between the Counterclaim Plaintiffs and M&T Bank,
including but not limited to all loan applications, financial statements, loan
agreements, correspondence and emails relating to same, with respect to: (i) the
Purchaser’s Acquisition Note referenced in ¶58 of the Counterclaim; (ii) the
Lorenzo Guaranty to Seller referenced in ¶59 of the Counterclaim; (iii) the M&T
Purchase loans referenced in ¶60 of the Counterclaim; and (iv) the Lorenzo
Guaranty to M&T Bank referenced in ¶61 of the Counterclaim respectively.
Stating that the Defendants “have categorized, labeled and produced relevant
documents” but without furnishing the pertinent Bates Stamp numbers when over
2,500 pages of documents have been produced, does not constitute an adequate
response to any of this Interrogatory. See comments to No. 3 above. Please have
the Defendants provide responsive answers to this Interrogatory.
14. Answers to Interrogatory Nos. 37-50
Theses interrogatories request that to the extent that the Defendants have denied
any of aspect of specifically identified paragraphs of the Complaint pertaining to
each separate interrogatory, that the Defendants describe, set forth and identify
“all facts and supporting documents which the Counterclaim Plaintiffs contend
supports such denial,” and that the supporting documents be annexed.
Defendants’ response by generically referring to the specificity of their Amended
Answer to the Complaint, Affirmative Defenses, Counterclaims and Third-Party
Counterclaims (collectively, the “Defendants’ Pleadings”) is unresponsive to this
Interrogatory. Similarly, stating that the Defendants “have categorized, labeled
and produced relevant documents” but without furnishing the pertinent Bates
Stamp numbers when over 2,500 pages of documents have been produced, does
not constitute an adequate response to this interrogatory. See comments to No. 3
above. Please have the Defendants provide responsive answers to this
Interrogatory.
15. Answers to Interrogatory No. 51-55
Theses interrogatories request that the Defendants describe, set forth and identify
all facts and supporting documents which the Defendants contend support each of
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their twenty-three (Nos. 1 to 23) Affirmative Defenses, and that they furnish the
relevant documents. Defendants’ response by generically referring to the
specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory.
Similarly, stating that the Defendants “have categorized, labeled and produced
relevant documents” but without furnishing the pertinent Bates Stamp numbers
when over 2,500 pages of documents have been produced, does not constitute an
adequate response to this interrogatory. See comments to No. 3 above. Please
have the Defendants provide responsive answers to this Interrogatory.
16. Answer to Interrogatory No. 56
This interrogatory requests that the Defendants describe, set forth and identify all
facts and supporting documents which the Defendants contend support each of the
allegations contained in ¶¶15-20 of the Counterclaim. Defendants’ response by
generically referring to the specificity of the Defendants’ Pleadings is
unresponsive to this Interrogatory. Similarly, stating that the Defendants “have
categorized, labeled and produced relevant documents” but without furnishing the
pertinent Bates Stamp numbers when over 2,500 pages of documents have been
produced, does not constitute an adequate response to this interrogatory. See
comments to No. 3 above. Please have the Defendants provide a responsive
answer to this Interrogatory.
17. Answer to Interrogatory No. 57
This interrogatory requests that the Defendants describe, set forth and identify all
data and/or documents which were provided to the Defendants and their
representatives in response to the Subject DD Request List, and the Subject
Second DD Request list referenced in ¶¶21 & 23 of the Counterclaim, and that the
Defendants produce all supporting documents. Defendants’ response by
generically referring to the specificity of the Defendants’ Pleadings is
unresponsive to this Interrogatory. Similarly, stating that the Defendants “have
categorized, labeled and produced relevant documents” but without furnishing the
pertinent Bates Stamp numbers when over 2,500 pages of documents have been
produced, does not constitute an adequate response to this interrogatory. See
comments to No. 3 above. Please have the Defendants provide a responsive
answer to this Interrogatory.
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September 14, 2023
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18. Answer to Interrogatory No. 58
This interrogatory requests that the Defendants describe, set forth and identify all
due diligence undertaken by or on behalf of the Defendants between the date that
the APA was executed on October 11, 2017 and the date of the Closing on
December 21, 2017, and that the Defendants produce all supporting documents.
Defendants’ response by generically referring to the specificity of the
Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating
that the Defendants “have categorized, labeled and produced relevant
documents” but without furnishing the pertinent Bates Stamp numbers when
over 2,500 pages of documents have been produced, does not constitute an
adequate response to this interrogatory. See comments to No. 3 above. Please
have the Defendants provide a responsive answer to this Interrogatory.
19. Answer to Interrogatory Nos. 59 & 60
This Interrogatory request that the Defendants describe, set forth and identify all
facts and supporting documents which the Defendants contend support each of
the allegations contained in ¶¶28-29 of the Counterclaim. Defendants’ response
by generically referring to the specificity of the Defendants’ Pleadings is
unresponsive to this Interrogatory. Similarly, stating that the Defendants “have
categorized, labeled and produced relevant documents” but without furnishing
the pertinent Bates Stamp numbers when over 2,500 pages of documents have
been produced, does not constitute an adequate response to this interrogatory.
See comments to No. 3 above. Please have the Defendants provide a responsive
answer to this Interrogatory.
20. Answer to Interrogatory No. 61
This interrogatory requests that the Defendants describe, set forth and identify
all facts and supporting documents regarding the reasons why Industries has
failed to make the first payment which was due on the Promissory Note on
January 1, 2019 and all payments due thereafter. Defendants’ response by
generically referring to the specificity of the Defendants’ Pleadings is
unresponsive to this Interrogatory. Similarly, stating that the Defendants “have
categorized, labeled and produced relevant documents” but without furnishing
the pertinent Bates Stamp numbers when over 2,500 pages of documents have
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September 14, 2023
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been produced, does not constitute an adequate response to this interrogatory.
See comments to No. 3 above. Please have the Defendants provide a responsive
answer to this Interrogatory.
21. Answer to Interrogatory No. 62
This interrogatory requests that the Defendants describe, set forth and identify
all facts and supporting documents regarding the reasons why Lorenzo as the
Guarantor of the Promissory Note has failed to make the first payment which
was due on the Promissory Note on January 1, 2019 and all payments due
thereafter. Defendants’ response by generically referring to the specificity of the
Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating
that the Defendants “have categorized, labeled and produced relevant
documents” but without furnishing the pertinent Bates Stamp numbers when
over 2,500 pages of documents have been produced, does not constitute an
adequate response to this interrogatory. See comments to No. 3 above. Please
have the Defendants provide a responsive answer to this Interrogatory.
22. Answer to Interrogatory No. 63
This interrogatory requests that the Defendants describe, set forth and identify
all facts and supporting documents which the Defendants contend support each
of the allegations contained in ¶35 of the Counterclaim. Defendants’ response
by generically referring to the specificity of the Defendants’ Pleadings is
unresponsive to this Interrogatory. Similarly, stating that the Defendants “have
categorized, labeled and produced relevant documents” but without furnishing
the pertinent Bates Stamp numbers when over 2,500 pages of documents have
been produced, does not constitute an adequate response to this interrogatory.
See comments to No. 3 above. Please have the Defendants provide a responsive
answer to this Interrogatory.
23. Answer to Interrogatory No. 64
This interrogatory requests that the Defendants describe, set forth and identify all
facts and supporting documents which the Defendants contend support each of
the allegations contained in ¶43 of the Counterclaim. Defendants’ response by
generically referring to the specificity of the Defendants’ Pleadings is
unresponsive to this Interrogatory. Similarly, stating that the Defendants “have
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categorized, labeled and produced relevant documents” but without furnishing
the pertinent Bates Stamp numbers when over 2,500 pages of documents have
been produced, does not constitute an adequate response t
Preview
BER-L-003342-22 11/15/2023 4:56:01 PM Pg 1 of 3 Trans ID: LCV20233390663 R. N. Tendai Richards, Esq. Attorney ID: 01794-1995 WINNE, BANTA, BASRALIAN & KAHN, P.C. Court Plaza South-East Wing 21 Main Street, Suite 101 Hackensack, New Jersey 07601 (201) 487-3800 Attorneys for Defendants ROBERT FREEDMAN, PAUL FREEDMAN, and PF & RF ENTERPRISES, INC., f/k/a/ BLICKMAN, INC., SUPERIOR COURT OF NEW JERSEY LAW DIVISION: BERGEN COUNTY Plaintiffs, Counterclaim Defendants, DOCKET NO.: BER-L-3342-22 v. Civil Action BLICKMAN INDUSTRIES, LLC, and NOTICE OF MOTION FOR ANTHONY LORENZO, RECONSIDERATION Defendants, Counterclaim Plaintiffs To: Harlan L. Cohen, Esq. Dunn Lambert, LLC 15 East Midland Ave., Ste. 3D Paramus, NJ 07652 HCohen@NJBizlawyer.com PLEASE TAKE NOTICE that on Friday, December 1, 2023, at 9.00 am, or as soon thereafter as counsel may be heard, the undersigned attorneys for Defendants, Blickman Industries, LLC and Anthony Lorenzo (collectively, “Defendants”) shall move pursuant to R. 1:7-4 and R. 4:42-2, before the Superior Court of New Jersey, Bergen County Courthouse, 10 Main Street, 2nd Floor, Hackensack, NJ 07601, for an Order granting Defendants’ Motion for Reconsideration. BER-L-003342-22 11/15/2023 4:56:01 PM Pg 2 of 3 Trans ID: LCV20233390663 PLEASE TAKE FURTHER NOTICE that in support of this application, Defendants shall rely upon the Certification of Counsel and Legal Brief submitted herewith. A proposed form of Order is annexed hereto. Oral argument is requested if the matter is opposed. DISCOVERY END DATE: 02.02.24 TRIAL DATE: N/A WINNE, BANTA, BASRALIAN & KAHN, P.C. Attorneys for Defendants Dated: 11.15.23 By: /s/ R. N. Tendai Richards R. N. Tendai Richards, Esq. #840154v1 * 10517-00001 2 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 3 of 3 Trans ID: LCV20233390663 CERTIFICATION OF SERVICE I HEREBY CERTIFY that, on this date, I filed the within Notice of Motion, Certification of Counsel, Legal Brief, and proposed form of Order via eCourts and Hand Delivery to the Honorable Mary J. Thurber, J.S.C., Superior Court of New Jersey, Bergen County Courthouse, 10 Main Street, 2nd Floor, Hackensack, NJ 07601, and via email to opposing counsel. WINNE, BANTA, BASRALIAN & KAHN, P.C. Attorneys for Defendants Dated: 11.15.23 By: /s/ R. N. Tendai Richards R. N. Tendai Richards, Esq. #840154v1 * 10517-00001 3 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 1 of 6 Trans ID: LCV20233390663 R. N. Tendai Richards, Esq. Attorney ID: 01794-1995 WINNE, BANTA, BASRALIAN & KAHN, P.C. Court Plaza South-East Wing 21 Main Street, Suite 101 Hackensack, New Jersey 07601 (201) 487-3800 Attorneys for Defendants ROBERT FREEDMAN, PAUL FREEDMAN, and PF & RF ENTERPRISES, INC., f/k/a/ BLICKMAN, INC., SUPERIOR COURT OF NEW JERSEY LAW DIVISION: BERGEN COUNTY Plaintiffs, Counterclaim Defendants, DOCKET NO.: BER-L-3342-22 v. Civil Action BLICKMAN INDUSTRIES, LLC, and ORDER ON DEFENDANTS’ MOTION ANTHONY LORENZO, FOR RECONSIDERATION Defendants, Counterclaim Plaintiffs THIS MATTER, having been opened to the Court on Motion by Winne, Banta, Basralian & Kahn, P.C., attorneys for Defendants Blickman Industries, LLC (“Blickman Industries”) and Anthony Lorenzo (collectively, “Defendants”) seeking reconsideration of this Court’s Order entered on November 3, 2023, Trans ID: LCV20233309668 (“Subject Order”), pursuant to R. 1:7- 4 and R. 4:42-2; and the Court, having considered the submissions of counsel, reconsidered its prior Order, and for good cause shown, makes the following findings of fact: 1. This case commenced with the filing of Plaintiffs’ Complaint on June 17, 2022 against Blickman Industries, to which Blickman Industries filed an Answer with Counterclaims on July 8, 2022. 2. On December 29, 2022, Plaintiffs propounded a set of Document Demands upon Blickman #840184v1 * 10517-00001 1 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 2 of 6 Trans ID: LCV20233390663 Industries. 3. Document Demands ## 4-6 therein sought discovery of Blickman Industries’ federal and state tax returns, as well as all internally- and externally-generated financial statements, and all schedules, statements, exhibits, attachments, and “underlying work papers” thereto (collectively, “Financial Documents”). 4. On March 21, 2023, Blickman Industries tendered their responses to Plaintiffs’ Document Demands, in which it objected to Document Demands ## 4-6 for being “overly broad,” “unduly burdensome” and without a “compelling need for the documents requested.” 5. On September 14, 2023, Counsel for Plaintiffs sent a letter to Counsel for Blickman Industries (“Deficiency Letter”), outlining perceived deficiencies in Blickman Industries’ responses to their Document Demands. 6. On September 28, 2023, the Court granted Plaintiffs’ Motion to Amend the Complaint, and Plaintiffs’ filed an Amended Complaint on September 29, 2023. 7. Plaintiffs’ Amended Complaint, among other things, added Mr. Lorenzo as a defendant in this case. 8. On October 3, 2023, Defendants’ Counsel responded to Plaintiffs’ Deficiency Letter. 9. Therein, Defendants’ Counsel maintained their objections to Document Demands ## 4-6. 10. On October 4, 2023, Plaintiffs filed a Motion to Compel Discovery, Trans ID: LCV20233045587 (“Motion to Compel”), seeking the Financial Documents referenced in Document Demands ## 4-6. 11. As grounds for Plaintiffs’ Motion to Compel, Plaintiffs’ Counsel certified that the requested Financial Documents are “directly relevant to the issue of analyzing and refuting the Defendants’ alleged damages,” and “Plaintiffs have no other way to readily obtain the financial information contained therein from other sources.” ¶ 29, Certification of Harlan Cohen, Esq. 12. Further, Plaintiffs’ Counsel certified that the Financial Documents are “precisely the types of requests typically used by financial experts in determining financial gains and alleged losses,” such that Plaintiffs would be disadvantaged if Defendants’ expert has access to such records and Plaintiffs do not. 13. On November 3, 2023, the Court entered the Subject Order. 14. On October 27, 2023, Defendants propounded the reports of their experts, Scott Friedland, and Nancy Stade upon Plaintiffs. 15. In his report, specifically Exhibit 2 thereto, Mr. Friedland listed all of the documents he #840184v1 * 10517-00001 2 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 3 of 6 Trans ID: LCV20233390663 consulted to form his expert opinion. 16. The only Financial Documents in Mr. Friedland’s report were the Subject Business’ financial statements for the years 2012-2016. FURTHER, this Court makes the following findings of law: As to pertains to Defendants’ tax returns 17. Ullmann v. Hartford Fire Ins. Co., 87 N.J. Super. 409 (App. Div. 1965) sets forth three elements that must be met before a party’s tax returns may be compelled. (“Ullmann test”). 18. Per the Ullmann test, the moving party must demonstrate: “(1) the records are likely to contain information relevant to the claims or defenses in the case; (2) the requestor has a ‘compelling need’ for the records to obtain information that cannot be readily obtained from other sources; and (3) disclosure of the records will serve a ‘substantial purpose.’” Parkinson v. Diamond Chemical Company, Inc., 469 N.J. Super. 396, 408 (App. Div. 2021). 19. “Good cause for production of income tax returns is not shown when the movant has the information sought or can obtain it with little difficulty through other methods.” Ullmann, supra, 87 N.J. Super. at 415. 20. “If disclosure will not serve a substantial purpose, it should not be ordered at all.” Id. at 415-16. 21. An in camera review of tax returns is necessary to determine “whether the records contain relevant information and, if so, whether partial disclosure would suffice.” Parkinson, supra, 469 N.J. Super. at 412 (citing Ulmann, supra, 87 N.J. Super. at 416). 22. As to the first Ullmann factor – whether the information Defendants’ tax returns is relevant to the claims or defenses in this case – the Court finds that it is not. 23. The claims set forth in Plaintiffs’ Amended Complaint, and the Counterclaims/Defenses set forth in Defendants’ Amended Answer, are for breaches-of-contract and related claims. 24. These claims, as alleged by Plaintiffs and Defendants, do not suggest that Defendants’ tax returns are relevant to either: (1) the alleged breaches of contract; or (2) the calculation of damages flowing therefrom. 25. As to the second Ullmann factor – whether the requestor has a “compelling need” for the information contained in Defendants’ tax returns that cannot be readily obtained elsewhere – the Court finds no compelling need. 26. Defendants’ expert did not consult Defendants’ tax returns when he calculated Defendants’ damages. #840184v1 * 10517-00001 3 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 4 of 6 Trans ID: LCV20233390663 27. Defendants purchased the Subject Business for a finite sum per the terms of several interconnected agreements (e.g., an Asset Purchase Agreement). 28. As such, there is no information in Defendants’ tax returns that would aid Plaintiffs in evaluating Defendants’ damages or verifying the calculations in Defendants’ expert’s report. 29. The documents Defendants’ expert lists in his report are readily obtainable documents that would supply Plaintiffs with the information they seek, and Defendants have provided copies of all documents listed in Exhibit 2 of the Friedland Report. 30. As to the final Ullmann factor – whether the disclosure of Defendants’ tax returns will serve “substantial purpose” – this Court finds that it would not. 31. Plaintiffs’ stated discovery goals can be met via the disclosure of the documents upon which Defendants’ expert relied in reaching his conclusions. 32. Therefore, no substantial purpose is served by the disclosure of Defendants’ tax returns. 33. For these reasons, Plaintiffs have failed to satisfy each element of the Ullmann test. As it pertains to Defendants’ financial records 34. While the disclosure of financial records is “guided by ordinary standards for discovery and protective orders,” they are nonetheless subject to a “balancing test.” Parkinson, supra, 469 N.J. Super. at 413. 35. This “sensitive balancing” weighs “a plaintiff’s need for discovery and the defendant’s right to maintain the confidentiality of information about its financial condition.” Id. (quoting Herman v. Sunshine Chem. Specialties, 133 N.J. 329, 344-45 (1993)). 36. When less invasive means exist to provide the desired information, those means should be employed. See Harmon v. Great Atl. & Pac. Tea Co., 273 N.J. Super. 552, 557 (App. Div. 1994). 37. By way of Document Demands ## 4-6, Plaintiffs in this case seek seven years’ worth of Defendants’ personal and professional financial records. 38. Plaintiffs have adduced insufficient facts to support their application for Mr. Lorenzo’s personal financial records. 39. As it relates to the financial records of Blickman Industries, the only relevant financial records are those considered by Defendants’ expert (the financial statements for the years 2012-2016) and that pertaining to 2018 (the year during which breaches alleged in Plaintiffs’ Amended Complaint commenced). #840184v1 * 10517-00001 4 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 5 of 6 Trans ID: LCV20233390663 40. Plaintiffs have adduced insufficient facts to support their application for all of Blickman Industries’ financial records pertaining to the seven-year period from 2017 to the present. THEREFORE, in accordance with the herein findings of fact and conclusions of law, IT IS on this ______ day of ___________________________, 2023, ORDERED, that Defendants’ Motion for Reconsideration is granted; and IT IS FURTHER ORDERED, that, pursuant to R. 1:7-4 and R. 4:42-2, the Subject Order is modified as follows: 1. Paragraph 1 of the Subject Order is amended to read as follows:1 ORDERED the Plaintiffs’ motion, pursuant to R. 4:23-5(c), to compel Defendant Blickman Industries, LLC to produce financial documents requested in Plaintiffs’ Financial Document Requests (Document Requests Nos. 4-6) is granted in part. 2. Paragraph 2 of the Subject Order is amended to read as follows: ORDERED the Defendants shall produce the following documents for in camera inspection on or before December 15, 2023: (1) Blickman Industries’ financial statements for the years 2012-2016 and 2018, including any and all exhibits, attachments, schedules, and addenda. 3. Paragraph 3 is added to the Subject Order as follows: The Court will review the provided documents and, if necessary, dictate what redactions should be made to remove irrelevant and/or confidential data prior to disclosure. Once the Court’s review is received, Defendants have 10 days to make any necessary redactions and supply the documents 1 Amended language is in bold. #840184v1 * 10517-00001 5 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 6 of 6 Trans ID: LCV20233390663 to Plaintiffs. IT IS FURTHER ORDERED that the Court provide a copy of this Order to all counsel of record on this date via eCourts. Movant is directed to serve a copy of this Order within seven days of this date on all parties not served electronically, by regular and certified mail, return receipt requested. ___________________________________ HON. MARY F. THURBER, J.S.C. ( ) Opposed ( ) Unopposed #840184v1 * 10517-00001 6 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 1 of 162 Trans ID: LCV20233390663 R. N. Tendai Richards, Esq. Attorney ID: 01794-1995 WINNE, BANTA, BASRALIAN & KAHN, P.C. Court Plaza South-East Wing 21 Main Street, Suite 101 Hackensack, New Jersey 07601 (201) 487-3800 Attorneys for Defendants ROBERT FREEDMAN, PAUL FREEDMAN, and PF & RF ENTERPRISES, INC., f/k/a/ BLICKMAN, INC., SUPERIOR COURT OF NEW JERSEY Plaintiffs, LAW DIVISION: BERGEN COUNTY Counterclaim Defendants, DOCKET NO.: BER-L-3342-22 v. Civil Action BLICKMAN INDUSTRIES, LLC, and CERTIFICATION OF COUNSEL ANTHONY LORENZO, Defendants, Counterclaim Plaintiffs R. N. TENDAI RICHARDS, Esq., of full age, hereby certifies: 1. I am an attorney at law of the State of New Jersey and a partner with the law firm of Winne, Banta, Basralian & Kahn, P.C. 2. I respectfully submit this Certification in support of Defendants’ Motion for Reconsideration of the Court’s Order compelling the production of Defendants’ tax returns and financial records dated November 3, 2023, Trans ID: LCV20233309668. 3. The following Exhibits are appended hereto for the Court’s consideration: 1 1 Undersigned Counsel is not aware of any unpublished cases that directly contradict the holdings of the unpublished cases attached hereto. #840187v1 * 10517-00001 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 2 of 162 Trans ID: LCV20233390663 Exhibit Description A Deficiency Letter sent by Plaintiffs’ Counsel on September 14, 2023 Undersigned Counsel’s response to Plaintiffs’ Deficiency Letter on B October 3, 2023 Order compelling Defendants to produce their tax returns and C financial records, dated November 3, 2023 Morley v. Contarino Bros., Inc., No. A-5803-04T2, 2006 N.J. Super. D Unpub. LEXIS 2283 (App. Div. July 20, 2006) Colletti v. McLaughlin, No. A-3397-08T2, 2009 N.J. Super. Unpub. E LEXIS 1648 (App. Div. June 28, 2009) Fishel v. Rosen, No. A-2895-17T4, 2018 N.J. Super. Unpub. LEXIS F 2118 (App. Div. Sept. 25, 2018) Louro v. Pedroso, No. A-0826-15T2, 2017 N.J. Super. Unpub. G LEXIS 1444 (App. Div. June 14, 2017) Langenbach v. Alum-A-Pole Corp., No. A-4206-05T3, 2006 N.J. H Super. Unpub. LEXIS 2175 (App. Div. Oct. 27, 2006) Hart v. Hart, No. A-1928-08T3, 2010 N.J. Super. Unpub. LEXIS 566 I (App. Div. Mar. 18, 2010) Jarwick Devs., Inc. v. Wilf, No. A-2053-13T3, 2018 N.J. Super. J Unpub. LEXIS 1285 (App. Div. June 1, 2018) I hereby certify that the foregoing statements made by me are true. I am aware that if any of the foregoing statements made by me are willfully false, I am subject to punishment. WINNE, BANTA, BASRALIAN & KAHN, P.C. Attorneys for Defendants Dated: 11.15.23 By: /s/ R. N. Tendai Richards R. N. Tendai Richards, Esq. #840187v1 * 10517-00001 2 BER-L-003342-22 11/15/2023 4:56:01 PM Pg 3 of 162 Trans ID: LCV20233390663 EXHIBIT A BER-L-003342-22 11/15/2023 4:56:01 PM Pg 4 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC ATTORNEYS AT LAW 15 EAST MIDLAND AVENUE SUITE 3D RICHARD J. LAMBERT PARAMUS, NEW JERSEY 07652 NEW YORK OFFICE: NJ & NY BARS 1740 BROADWAY HARLAN L. COHEN 15TH FLOOR NJ & NY BARS TELEPHONE: 201-291-0700 NEW YORK, NY 10019 FACSIMILE:201-291-0410 TELEPHONE: 212-768-0700 TAE Y. CHO FACSIMILE: 212-519-9804 NJ & NY BARS www.njbizlawyer.com PETER E. LEMBESIS NJ & NY BARS Direct Dial: 201-291-3811 Email: hcohen@njbizlawyer.com September 14, 2023 Via email and UPS R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. Court Plaza South – East Wing 21 Main Street, Suite 101 Hackensack, New Jersey 07601 Re: Robert Freedman, et al. v. v. Blickman Industries, LLC Docket No. BER-L-3342-22 Dear Mr. Richards: I am writing to advise you of significant deficiencies in the Defendant’s/Counterclaim Plaintiffs’ (the “Defendants”) discovery responses, and request that you correct same by no later than September 22, 2023. Please be advised that the Defendants’ continued non-compliance with their discovery obligations would result in an appropriate motion being made, in accordance with R. 1:6-2(c) and R. 4:23-5(a), without further attempt to resolve this matter. The Defendants’ Deficient Interrogatory Answers With respect to the Defendants’ Answers to the Plaintiffs’ First Set of Interrogatories, we note the following deficiencies which need to be immediately remedied: 1. Answer to Interrogatory Nos. 6 & 7 Interrogatory No. 6 requests that the Defendants state whether they intend to rely upon any statement or admission claimed to be made by a party, and if so, to provide and identify the details of same. The Defendant’s response states that they “will identify statements and claims that it intends to rely upon at trial in accordance with a pre-trial Order to be issued by the Court.” Inasmuch as a pretrial conference “may be held in the discretion of the court” pursuant to R. 4:25-1(a), and thus there is no assurance that that the Court will be issuing a pre- trial Order, we request that responsive answers to these two interrogatories be provided. DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 5 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 2 2. Answer to Interrogatory No. 8 Interrogatory No. 8 requests information concerning oral communications between the parties concerning the subject matter of the litigation and the subparts requests the details of same, including “the substance of each oral communication,” the date(s) of same and identities of the participants. Leaving aside the Defendants’ boilerplate objections, the Defendants’ response is generalized, vague and imprecise, and does not provide a meaningful response to the information sought in the interrogatory. Instead, the response merely states that “Defendant engaged in preliminary settlement discussions with the Shareholders relating to some of the Counterclaims prior to the commencement of litigation.” Accordingly, we request that this interrogatory be responded to on a substantive basis. 3. Answer to Interrogatory No. 12 Interrogatory No. 12 requests identification and production of copies of all written communications between the parties from September 1, 2016 through the present. The Defendants’ response refers the Plaintiffs to the Defendants’ March 21, 2023 document production (the “Defendants’ Document Production”), but fails to specify the relevant Bates Stamp numbers for the relevant documents. Please identify by Bates stamp numbers which documents are responsive to this request. As stated by you in your discovery letter to me of July 10, 2023 at pp. 4-5: “Further, while Plaintiffs indicated that some of the documents included in their document production may be responsive to [Interrogatory Nos. 16 &17], that does not satisfy the requirements of R. 4:17-4(a). This Rule states that, “if in any interrogatory a copy of paper is requested, the copy shall be annexed to the answer.” The Court’s decision to use “interrogatory” and “answer” in the singular suggests that each document provided in response to an interrogatory must be identified in that interrogatory. It is not enough, therefore, for Plaintiffs to generally refer to their document production.” (emphasis supplied). DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 6 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 3 This conclusion is bolstered by review of R. 4:17-4(d) which states, in relevant part: When the answer to an interrogatory may be derived or ascertained from or requires annexation of copies of the business records of the party on whom the interrogatory has been served . . . it is sufficient answer to such interrogatory to specify the records from which the answer may be derived or ascertained and to afford the party serving the interrogatory reasonable opportunity to examine, audit or inspect such records and to make copies, compilations, abstracts or summaries. A specification shall be in sufficient detail to permit the interrogating party to locate and identify as readily as can the party served, the records from which the answer may be ascertained. (Emphasis added by you). Taken together, R. 4:17-4(a) and (d) stand for the proposition that “[t]he party served is not required to do research for the opposing party when the opposing party may readily find the answer in the documents provided.” RJZ Corp. v. State Div. of Taxation, No. 017267-2009, 2013 N.J. Tax Unpub. LEXIS 120 (Tax Ct. Feb. 11, 2013).” Based upon your foregoing words, it is not sufficient for your clients’ response to this interrogatory to simply refer the Plaintiffs to the Defendants’ Document Production. Please set forth the relevant Bates Stamp numbers from the Defendants’ Document Production. 4. Answer to Interrogatory No. 13 Interrogatory No. 13 requests identification of all document relied upon by the Defendants in preparing the Counterclaims by reference to the paragraph number of the Counterclaims. The Defendants’ response refers to the Defendants’ Document Production but fails to reference any of the paragraph numbers of the Counterclaims with respect to the documents which have been produced and fails to identify by Bates stamp numbers which documents correspond to specific paragraph numbers of the Counterclaims. Please provide responsive information to this request in accordance with R. 4:17-4(a) and (d) as addressed at No. 3 above. 5. Answers to Interrogatory Nos. 16, 17 & 18 DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 7 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 4 This Interrogatory request that with respect to R. Freedman, P. Freedman and Blickman respectively, the Defendants identify with specificity “each and every act” which the Defendants “allege constitutes a breach of any duty or legal obligation owed” by each of the Plaintiffs to the Defendants. Not a single act for either R. Freedman or P. Freedman was identified in your clients’ answers and not a single document was identified. Merely referring in a generic manner to the Defendants’ Counterclaims and to the Defendants’ Document Production is not responsive to this Interrogatory. Kindly have the Defendants provide responsive answers to both of this Interrogatory, including but not limited to the relevant Bates Stamp numbers. 6. Answers to Interrogatory Nos. 19 & 20 Defendants are asked in interrogatory No. 19 to identify all of the “Due Diligence Agents” who conducted due diligence or had any involvement with same on behalf of the Defendants. Instead of answering this interrogatory, the Defendants responded that they believe that “Paul Freedman, Robert Freedman and their counsel, accountants and certain employees were involved in due diligence.” This answer is clearly unresponsive, inasmuch as the interrogatory asked the Defendants to identify the Defendants’ Due Diligence Agents both pre-closing of the APA and post-closing. Instead of providing the requested information, the Defendants have misidentified the Plaintiffs and their agents as having conducted due diligence on behalf of the Defendants. This was clearly not the case, making this response both non-sensical and non-responsive. Please provide a responsive answer to Interrogatory No. 19. The Defendants’ response to Interrogatory No. 20, which asks that the actions of each Due Diligence Agent be described in detail, is similarly unresponsive. Instead of providing the requested information, it only states that the Defendants have “identified certain actions in its . . . Counterclaims” and reserves the right to supplement. Plaintiffs are entitled under the Rules of Court to a meaningful response to this interrogatory. Please have your clients provide one. DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 8 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 5 7. Answer to Interrogatory No. 21 Plaintiffs requested additional details regarding the Defendants’ due diligence prior to the execution of APA, including each date on which due diligence was conducted, and by whom, as well as details concerning the category of data or documents reviewed by each person on specific dates and the identification of the specific data or documents which were reviewed on each date. Merely referring in a generic manner to the Defendants’ Counterclaims and to the Defendants’ Document Production is not responsive to this interrogatory. Kindly have the Defendants provide a responsive answer to this interrogatory. 8. Answers to Interrogatory Nos. 23, 24 & 25 This set of three interrogatories requests that the Defendants identify all persons who accessed or reviewed the data and/or documents which were in the Subject Data Room on behalf of the Defendants, the dates when each person did so, each category of the documents reviewed, all communications concerning same. Instead of providing a responsive answer, the Defendants’ response reiterates the inadequate, non-responsive and non-sensical answer noted in No. 6 above, coupled with a generalized reference to the Defendants’ Document Production without furnishing a single Bates Stamp number. Such a response is inadequate. See comments to No. 3 above. Please have the Defendants provide responsive answers to this Interrogatory. 9. Answer to Interrogatory Nos. 26-29 This Interrogatory request information concerning the details of the data and/or documents provided to the Defendants by the Plaintiffs and their representatives in response to the Defendants “Subject DD Request List” and their “Subject Second DD Request List.” A generalized reference to the Defendants’ Document Production, stating that the Defendants “have produced documents relevant to the interrogatory”, but without furnishing the pertinent Bates Stamp numbers, does not constitute an adequate response to this Interrogatory. See comments to No. 3 above. Please have the Defendants provide responsive answers to this Interrogatory. DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 9 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 6 10. Answer to Interrogatory No. 30 This interrogatory requests that the Defendants identify all data and/or documents exchanged between the Defendants and M&T Bank concerning or relating to the Purchaser’s Acquisition Note and the A. Lorenzo Guaranty referenced in ¶¶281- 284 of the Counterclaim. Defendants’ generalized reference to the Defendants’ Document Production, stating that the Defendants “have produced documents relevant to the interrogatory” but without furnishing the pertinent Bates Stamp numbers, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide responsive answers to this Interrogatory. 11. Answer to Interrogatory No. 31 This interrogatory requests that the Defendants identify all violations of §5.8 of the APA by each of the Counterclaim Defendants, and requests the supporting documentation for same. Defendants’ response by generically referring to their Counterclaims is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. 12. Answer to Interrogatory No. 32 This interrogatory requests that the Defendants describe, set forth and identify all documents exchanged between Lorenzo and M&T Bank with respect to the Lorenzo Guaranty to M&T referenced in ¶240 of the Counterclaim. Stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 10 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 7 13. Answers to Interrogatory Nos. 33, 34, 35 & 36 Theses interrogatories request that the Defendants describe, set forth and identify all documents exchanged between the Counterclaim Plaintiffs and M&T Bank, including but not limited to all loan applications, financial statements, loan agreements, correspondence and emails relating to same, with respect to: (i) the Purchaser’s Acquisition Note referenced in ¶58 of the Counterclaim; (ii) the Lorenzo Guaranty to Seller referenced in ¶59 of the Counterclaim; (iii) the M&T Purchase loans referenced in ¶60 of the Counterclaim; and (iv) the Lorenzo Guaranty to M&T Bank referenced in ¶61 of the Counterclaim respectively. Stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to any of this Interrogatory. See comments to No. 3 above. Please have the Defendants provide responsive answers to this Interrogatory. 14. Answers to Interrogatory Nos. 37-50 Theses interrogatories request that to the extent that the Defendants have denied any of aspect of specifically identified paragraphs of the Complaint pertaining to each separate interrogatory, that the Defendants describe, set forth and identify “all facts and supporting documents which the Counterclaim Plaintiffs contend supports such denial,” and that the supporting documents be annexed. Defendants’ response by generically referring to the specificity of their Amended Answer to the Complaint, Affirmative Defenses, Counterclaims and Third-Party Counterclaims (collectively, the “Defendants’ Pleadings”) is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide responsive answers to this Interrogatory. 15. Answers to Interrogatory No. 51-55 Theses interrogatories request that the Defendants describe, set forth and identify all facts and supporting documents which the Defendants contend support each of DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 11 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 8 their twenty-three (Nos. 1 to 23) Affirmative Defenses, and that they furnish the relevant documents. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide responsive answers to this Interrogatory. 16. Answer to Interrogatory No. 56 This interrogatory requests that the Defendants describe, set forth and identify all facts and supporting documents which the Defendants contend support each of the allegations contained in ¶¶15-20 of the Counterclaim. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. 17. Answer to Interrogatory No. 57 This interrogatory requests that the Defendants describe, set forth and identify all data and/or documents which were provided to the Defendants and their representatives in response to the Subject DD Request List, and the Subject Second DD Request list referenced in ¶¶21 & 23 of the Counterclaim, and that the Defendants produce all supporting documents. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 12 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 9 18. Answer to Interrogatory No. 58 This interrogatory requests that the Defendants describe, set forth and identify all due diligence undertaken by or on behalf of the Defendants between the date that the APA was executed on October 11, 2017 and the date of the Closing on December 21, 2017, and that the Defendants produce all supporting documents. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. 19. Answer to Interrogatory Nos. 59 & 60 This Interrogatory request that the Defendants describe, set forth and identify all facts and supporting documents which the Defendants contend support each of the allegations contained in ¶¶28-29 of the Counterclaim. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. 20. Answer to Interrogatory No. 61 This interrogatory requests that the Defendants describe, set forth and identify all facts and supporting documents regarding the reasons why Industries has failed to make the first payment which was due on the Promissory Note on January 1, 2019 and all payments due thereafter. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 13 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 10 been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. 21. Answer to Interrogatory No. 62 This interrogatory requests that the Defendants describe, set forth and identify all facts and supporting documents regarding the reasons why Lorenzo as the Guarantor of the Promissory Note has failed to make the first payment which was due on the Promissory Note on January 1, 2019 and all payments due thereafter. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. 22. Answer to Interrogatory No. 63 This interrogatory requests that the Defendants describe, set forth and identify all facts and supporting documents which the Defendants contend support each of the allegations contained in ¶35 of the Counterclaim. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response to this interrogatory. See comments to No. 3 above. Please have the Defendants provide a responsive answer to this Interrogatory. 23. Answer to Interrogatory No. 64 This interrogatory requests that the Defendants describe, set forth and identify all facts and supporting documents which the Defendants contend support each of the allegations contained in ¶43 of the Counterclaim. Defendants’ response by generically referring to the specificity of the Defendants’ Pleadings is unresponsive to this Interrogatory. Similarly, stating that the Defendants “have DUNNLAMBERT BER-L-003342-22 11/15/2023 4:56:01 PM Pg 14 of 162 Trans ID: LCV20233390663 DUNN LAMBERT LLC R.N. Tendai Richards, Esq. Winne, Banta, Basralian & Kahn, P.C. September 14, 2023 Page 11 categorized, labeled and produced relevant documents” but without furnishing the pertinent Bates Stamp numbers when over 2,500 pages of documents have been produced, does not constitute an adequate response t