Preview
FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023
NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF QUEENS, COMMERCIAL DIVISION
X
JAN S. WIMPFHEIMER and SIMCHE DANIEL:
Index No. 717523/2023
FULDA,
Connn. Div. Part C (Risi, J.)
Petitioners,
AFFIDAVIT OF
-against-
RODSHEL MUSHEYEV
EAST HUDSON CAPITAL LLC,
Motion Sequence Nos. 001, 002
Respondent.
X
ST ATE OF NEW YORK )
) ss:
COUNTY OF QUEENS )
RODSHEL MUSHEYEV, being duly sworn, deposes and says as follows:
1. I am Rodshel Musheyev.
2. I make this Declaration based upon my personal lmowledge.
3. I have been a principal of East Hudson Capital LLC ("EHC"), White Road Capital
LLC ("WRC"), and Queens Plaza Capital LLC ("QPC").
4. These companies are in some form or another in the merchant account funding
and purchase business.
5. As of December 2022, Jan S. Wimpfheimer, Simche Fulda, Boris Musbeyev
("B. Musheyev"), Viacheslav Eliyayev and I have indirectly owned or conh·olled the
membership units of EHC, WRC, and QPC.
6. In December 2022, we decided to sell / transfer the membership units of EHC,
WRC, and QPC to Grand Cayman Ttusts.
1 of 4
FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023
NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023
7. The membership units of EHC were to be sold / transferred to a co1porate trust.
The membership units ofWRC and QPC were to be sold/ transferred to family trusts.
8. We agreed that Oldfeld Trustees Limited ("Oldfeld") through Stuart Hamon
would form the required ttusts and corporate sttucture and would be the Trustee of the Trnsts.
9. The proposed trust/ corporate structuring was to facilitate obtaining institutional
funding in particular for EHC that I understood had a negative "balance sheet equity" (i.e., its
liabilities exceeded the assets).
I 0. The proposed trust / corporate structuring had a secondary purpose of providing
family asset protection for us of EHC and the other two LLCs.
11. On December 21, 2022, we had a Teams Meeting.
12. At the December 21, 2022 Teams Meeting, we discussed the pa1ticulars of the
sale / transfer of the membership units and the Trusts that were to be fmmed to take title to them.
13. We also discussed how the sale/ transfer of the member-owner units EHC, WRC,
and QPC would be effectuated and, in paiticular, the consideration for such sales/ transfers.
14. Because EHC had negative balance sheet equity and the to-be-fmmed tt·ust may
end up assuming/ paying EH C's liabilities, we agreed to execute promissory notes in favor of the
trust in proportion to the potential liabilities the tt·ust may assume / pay for their benefit.
15. In the case ofWRC and QPC (because there was positive balance sheet equity in
both companies), the to-be-formed individual family ttusts would issue promissory notes in our
favor in proportion to their respective equity in each of the LLCs.
16. At a January 19, 2023 Teams Meeting, our decision to proceed with the sale /
transfer of the membership units to Grand Cayman Trusts was confirmed.
17. We had a Teams Meeting on February 1, 2023.
2
2 of 4
FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023
NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023
18. At the February 1, 2023 Teams Meeting, the agreements for the sale and transfer
of the member/owner units in EHC to the FSBSJD777 Trust (i.e., the Membership Unit Purchase
Agreements for us) were reviewed and approved by all of us. In our respective Membership
Purchase Agreements, each of us represented to own and/or have the authority to transfer EH C's
member-owner units to the FSBSJD777 Trust.
19. Also, the promissory notes each ofus were to execute in favor of the FSBSJD777
Trust (in connection with the sale/ transfer of their member-owner units in EHC) were reviewed
and approved by us.
20. We all agreed to sign the Membership Unit Purchase Agreements relating to
EHC, WRC, and QPC and the Promissory Notes.
21. On February I, 2023, I signed the Membership Unit Purchase Agreements
relating to EHC, WRC, and QPC. I also signed a Promisso1y Note in favor of the FSBSJD777
T!ust for $3,862,590.40.
22. In recognition of my obligations 1mder the Promiss01y Note I signed, I paid
$2 million of the $3,862,590.40 I owe.
23. I affirm under the penalty of perjury that the foregoing statements are true and
c01Tect and based on my personal knowledge, independent recollection, and records and
documentation in my possession.
Affirmed before me thii2_" day
of October, 2023.
:_:;ifotmy Public
MARKELKANDKHOROV
Notary Public, State of New York
No 02KA6285992
Qualified In Queens CountyzS-
Commission Expires July 22 •2R·
3 of 4
FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023
NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023
CERTIFICATION OF COMPLIANCE WITH COMMERCIAL DIVISION RULE 17
Pursuant to Commercial Division Rule 17, counsel for Respondent hereby certifies that
the total number of words in the foregoing Affidavit, exclusive of the caption and signature
block, is 639. In making this certification, we have relied upon the word count of the word-
processing system used to prepare this Affidavit.
Dated: New York, New York
October 16, 2023
ALLEGAERT BERGER & VOGEL LLP
By: /s/ Partha P. Chattoraj
Partha P. Chattoraj
111 Broadway, 20th Floor
New York, New York 10006
Telephone: (212) 571-0550
Juan C. Zorrilla
Mallory A. Sullivan
FOWLER WHITE BURNETT, P.A.
Brickell Arch, Fourteenth Floor
1395 Brickell Avenue
Miami, Florida 33131
Telephone: (305) 789-9200
Attorneys for Respondent
4 of 4
Preview
FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023 NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF QUEENS, COMMERCIAL DIVISION X JAN S. WIMPFHEIMER and SIMCHE DANIEL: Index No. 717523/2023 FULDA, Connn. Div. Part C (Risi, J.) Petitioners, AFFIDAVIT OF -against- RODSHEL MUSHEYEV EAST HUDSON CAPITAL LLC, Motion Sequence Nos. 001, 002 Respondent. X ST ATE OF NEW YORK ) ) ss: COUNTY OF QUEENS ) RODSHEL MUSHEYEV, being duly sworn, deposes and says as follows: 1. I am Rodshel Musheyev. 2. I make this Declaration based upon my personal lmowledge. 3. I have been a principal of East Hudson Capital LLC ("EHC"), White Road Capital LLC ("WRC"), and Queens Plaza Capital LLC ("QPC"). 4. These companies are in some form or another in the merchant account funding and purchase business. 5. As of December 2022, Jan S. Wimpfheimer, Simche Fulda, Boris Musbeyev ("B. Musheyev"), Viacheslav Eliyayev and I have indirectly owned or conh·olled the membership units of EHC, WRC, and QPC. 6. In December 2022, we decided to sell / transfer the membership units of EHC, WRC, and QPC to Grand Cayman Ttusts. 1 of 4 FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023 NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023 7. The membership units of EHC were to be sold / transferred to a co1porate trust. The membership units ofWRC and QPC were to be sold/ transferred to family trusts. 8. We agreed that Oldfeld Trustees Limited ("Oldfeld") through Stuart Hamon would form the required ttusts and corporate sttucture and would be the Trustee of the Trnsts. 9. The proposed trust/ corporate structuring was to facilitate obtaining institutional funding in particular for EHC that I understood had a negative "balance sheet equity" (i.e., its liabilities exceeded the assets). I 0. The proposed trust / corporate structuring had a secondary purpose of providing family asset protection for us of EHC and the other two LLCs. 11. On December 21, 2022, we had a Teams Meeting. 12. At the December 21, 2022 Teams Meeting, we discussed the pa1ticulars of the sale / transfer of the membership units and the Trusts that were to be fmmed to take title to them. 13. We also discussed how the sale/ transfer of the member-owner units EHC, WRC, and QPC would be effectuated and, in paiticular, the consideration for such sales/ transfers. 14. Because EHC had negative balance sheet equity and the to-be-fmmed tt·ust may end up assuming/ paying EH C's liabilities, we agreed to execute promissory notes in favor of the trust in proportion to the potential liabilities the tt·ust may assume / pay for their benefit. 15. In the case ofWRC and QPC (because there was positive balance sheet equity in both companies), the to-be-formed individual family ttusts would issue promissory notes in our favor in proportion to their respective equity in each of the LLCs. 16. At a January 19, 2023 Teams Meeting, our decision to proceed with the sale / transfer of the membership units to Grand Cayman Trusts was confirmed. 17. We had a Teams Meeting on February 1, 2023. 2 2 of 4 FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023 NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023 18. At the February 1, 2023 Teams Meeting, the agreements for the sale and transfer of the member/owner units in EHC to the FSBSJD777 Trust (i.e., the Membership Unit Purchase Agreements for us) were reviewed and approved by all of us. In our respective Membership Purchase Agreements, each of us represented to own and/or have the authority to transfer EH C's member-owner units to the FSBSJD777 Trust. 19. Also, the promissory notes each ofus were to execute in favor of the FSBSJD777 Trust (in connection with the sale/ transfer of their member-owner units in EHC) were reviewed and approved by us. 20. We all agreed to sign the Membership Unit Purchase Agreements relating to EHC, WRC, and QPC and the Promissory Notes. 21. On February I, 2023, I signed the Membership Unit Purchase Agreements relating to EHC, WRC, and QPC. I also signed a Promisso1y Note in favor of the FSBSJD777 T!ust for $3,862,590.40. 22. In recognition of my obligations 1mder the Promiss01y Note I signed, I paid $2 million of the $3,862,590.40 I owe. 23. I affirm under the penalty of perjury that the foregoing statements are true and c01Tect and based on my personal knowledge, independent recollection, and records and documentation in my possession. Affirmed before me thii2_" day of October, 2023. :_:;ifotmy Public MARKELKANDKHOROV Notary Public, State of New York No 02KA6285992 Qualified In Queens CountyzS- Commission Expires July 22 •2R· 3 of 4 FILED: QUEENS COUNTY CLERK 10/16/2023 07:31 PM INDEX NO. 717523/2023 NYSCEF DOC. NO. 55 RECEIVED NYSCEF: 10/16/2023 CERTIFICATION OF COMPLIANCE WITH COMMERCIAL DIVISION RULE 17 Pursuant to Commercial Division Rule 17, counsel for Respondent hereby certifies that the total number of words in the foregoing Affidavit, exclusive of the caption and signature block, is 639. In making this certification, we have relied upon the word count of the word- processing system used to prepare this Affidavit. Dated: New York, New York October 16, 2023 ALLEGAERT BERGER & VOGEL LLP By: /s/ Partha P. Chattoraj Partha P. Chattoraj 111 Broadway, 20th Floor New York, New York 10006 Telephone: (212) 571-0550 Juan C. Zorrilla Mallory A. Sullivan FOWLER WHITE BURNETT, P.A. Brickell Arch, Fourteenth Floor 1395 Brickell Avenue Miami, Florida 33131 Telephone: (305) 789-9200 Attorneys for Respondent 4 of 4