Legal Document: Candace Carmel Barasch, Michael A. Barasch, Bradley A. Carmel Living Trust v. Lisa Schiff, Schiff Fine Art Llc, Sfa Advisory Llc, Does 1-10

On May 17, 2023 a MEMORANDUM OF LAW IN REPLY was filed involving a dispute between Bradley A. Carmel Living Trust, Candace Carmel Barasch, Michael A. Barasch, and Does 1-10, Lisa Schiff, Schiff Fine Art Llc, Sfa Advisory Llc, for Commercial - Contract in the District Court of New York County.

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FILED: NEW YORK COUNTY CLERK 11/29/2023 11:41 PM INDEX NO. 652380/2023
NYSCEF DOC. NO. 105 RECEIVED NYSCEF: 11/29/2023

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
----------------------------------------------------------------------x
CANDACE CARMEL BARASCH, MICHAEL A.
BARASCH, and BRADLEY A. CARMEL LIVING
TRUST,

Plaintiffs, Civil Action No.: 652380/2023

Motion Seq. 002
-against-

LISA SCHIFF, SCHIFF FINE ART LLC, d/b/a/ SFA
ADVISORY, and DOES 1-10,

Defendants.
----------------------------------------------------------------------x

PLAINTIFFS’ MEMORANDUM OF LAW IN FURTHER SUPPORT OF THEIR
CROSS-MOTION TO COMPEL PRODUCTION BY DEFENDANTS

Mazzola Lindstrom, LLP
Wendy J. Lindstrom
Nina T. Edelman
Laura D. Castner
1350 Avenue of the Americas
New York, NY 10019

Attorneys for Plaintiffs

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Plaintiffs Candace Carmel Barasch (“Barasch”), Michael A. Barasch, and the Bradley A.

Carmel Living Trust (collectively, “Plaintiffs”) respectfully submit this Memorandum of Law in

further support of Plaintiffs’ motion to compel Lisa Schiff (“Schiff”) and Schiff Fine Art, LLC

d/b/a SFA Advisory (“SFA”) (together, “Defendants”) to produce within two weeks of any

decision or order on this motion, all outstanding discovery requested in Plaintiffs’ August 2,

2023 Demands to Ms. Schiff and SFA for Inspection, Copying and Production of Documents

(the “Demands”), including responsive materials on devices or data currently in the possession of

non-party Deep Tech, Inc. (“Deep Tech”), which devices and data Defendants practically

control.

INTRODUCTION

Plaintiffs have been exceedingly clear: they need Defendants’ relevant records to

untangle the gordian knot of fraudulent representations and phony transactions through which

Lisa Schiff siphoned millions of dollars of Plaintiffs’ money that was entrusted to her and SFA

for the purchase of artworks. Plaintiffs served their Demands (Dkt. No. 90) upon the Defendants

on August 2, 2023. It is now the end of November, 2023. Defendants are yet to produce a single

document. Defendants must be ordered to produce documents responsive to the Demands

(which defense counsel has repeatedly acknowledged do exist) within two weeks of any decision

on the instant motion, and to do so at their own cost.

Defendants do not deny that they control the devices in Deep Tech’s possession for

purposes of discovery. –As noted in Plaintiffs’ opening brief, Plaintiffs seek documents

responsive to the Demands (whether they are in Defendants’ or Deep Tech’s physical

possession), and therefore the Deep Tech subpoena and Defendants’ untimely motion to quash it

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are largely no longer material.1 But rather than address any of the requests contained in the

Demands, Defendants’ opposition ignores them entirely.

As Defendants also concede, the law is clear that SFA has no Fifth Amendment right to

assert. While the two law review articles that defense counsel cites advocate their authors’

opinions that every federal circuit court has erred and the collective entity doctrine should be

reversed or refined, settled law exempts all business entities from Fifth Amendment protection.

Schiff took advantage of the benefits attendant to running her business as a limited liability

company, and now must accept this burden. SFA must be ordered to produce all documents

responsive to the Demands.

Further, Schiff herself is also not shielded from producing every single relevant

document in her possession, custody and control by virtue of her counsel claiming a blanket Fifth

Amendment privilege. However, as she has failed to make the required document-by-document

(or even a category-by-category) showing that any record(s) she wishes to withhold would be

inculpatory, there is no basis for her refusal to produce documents responsive to the Demands.

Further, she is subject to an adverse inference regarding any record not produced on Fifth

Amendment grounds.

1
Out of an abundance of caution, including the Assignee’s claim that he (not Defendants)
controls the devices and data in Deep Tech’s possession, Plaintiffs have not withdrawn the Deep
Tech subpoena – which Plaintiffs served after the Assignee advised them that the server, etc.,
were in Deep Tech’s possession. The Assignee subsequently requested that plaintiffs serve him
with a subpoena for the materials they seek from Defendants and Deep Tech, which Plaintiffs
did, incorporating all of the requests in the Demands and Deep Tech subpoena, verbatim.
(Please see Reply Affirmation of Laura D. Castner (“Castner Reply Aff.”) ¶¶2-3, and Exhibit A
thereto.) When the Assignee subsequently indicated that he would move to quash the subpoena
he had requested, Plaintiffs agreed to an extension of his time to respond, in the hope that an
agreement for production could be reached. (Castner Reply Aff. ¶4.) Two days ago ,on
November 27, 2023, the Assignee filed an Order to Show Cause requesting turnover of the SFA
server in Deep Tech’s possession to his custody. (See Index No. 510009/2023, Dkt. Nos. 173 and
174.) (Castner Reply Aff. ¶5.)
2

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LEGAL ARGUMENT

I. As Defense Counsel Readily Admits, the Law is Settled: SFA has No Fifth
Amendment Privilege to Assert

Defendants’ position in this case is not sui generis. As counsel’s citations to law review

articles make clear, single-member LLCs have proliferated exponentially and they are sued all

the time, all around the country, for a multitude of reasons. Further, it is not – nor could it be! –

Plaintiffs who “seek criminal consequences for Ms. Schiff” as defense counsel alleges (Dkt. 102

at 4), but rather Ms. Schiff, who purportedly self-reported to the District Attorney’s office, thus

triggering any potential criminal investigation or charge based upon her actions. See Cahill

Affirmation in Support of Defendants’ Motion for a Stay and in Opposition to Plaintiffs’ Motion

for a TRO and Discovery, Dkt. No. 46 at p. 3: “Before any law enforcement bodies were

involved, Defendants engaged experienced counsel to self-report their financial circumstances to

the New York County District Attorney’s Office.” (emphasis in original.) Whether or not the

authorities – to whom Schiff self-reported – determine that her actions warrant an indictment is a

matter exclusively within their jurisdiction, not Plaintiffs’.

Counsel’s motivation for falsely casting his clients as sui generis is clear – to try to coax

the Court to overlook settled precedent that collective entities do not have Fifth Amendment

rights, and allow SFA to assert the Fifth Amendment privilege, in contravention of binding

precedent. See Stuart v. Tomasino, 148 A.D.2d 370, 373, (1st Dep’t, 1983) (“The invocation of

the privilege against self-incrimination is not a basis for precluding civil discovery (see, 3A

Weinstein-Korn-Miller, NY Civ. Prac. para. 3101.39).The Fifth Amendment privilege cannot be

invoked on behalf of the entity defendant, SFA. (United States v White, 322 U.S. 694, 698-699

[1944])).

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Counsel tries all manner of tactics to evade this inescapable truth, including repeated

references to this Court’s order dated July 17, 2023, and its mention that claims against Schiff

are “inextricably tied” to claims against SFA. The Court made this remark simply to underscore

its reasoning for why no stay of discovery should apply to SFA. (Dkt. 102 at 5 citing Dkt. 77).

To read the July 17, 2023 Order as allowing SFA to evade discovery based upon a Fifth

Amendment claim is to turn the reasoning of that Order on its head.

Having no precedent to reply upon for the proposition that SFA has Fifth Amendment

rights, defense counsel urges this court to “carefully review applicable law.” (Dkt. No. 102 at 6.)

But that is defense counsel’s job, not the Court’s. Counsel’s argument brings to mind a new

twist on an old maxim:

“If you don’t have the facts on your side, pound the law. If you don’t have the
law, pound the facts. If you don’t have the facts or the law, pound the…law
review articles.”

As Defendants admit, the law is clear. All collective entities – including single member

LLCs – do not enjoy Fifth Amendment protection, even if Schiff, defense counsel or the authors

of the cited law review articles believe they should. Having elected to take advantage of any

benefits of operating the business as an LLC, Schiff and SFA cannot now be heard to complain

about the burdens of entity-hood, including the lack of Fifth Amendment rights for the entity. As

one of defense counsel’s cited law review articles acknowledges:

[T]oday there are over 1.2 million LLCs in the United States—over 300,000 of
which are single-member entities operated as sole proprietorships. Under
Braswell’s reasoning, none of these businesses or their custodians have Fifth
Amendment self-incrimination rights, and their owners forfeited those same rights
when they filed their articles of organization with the state.

In a recent collective entity doctrine case, for example, the Ninth Circuit held that
because a small-business owner “cho[se] to operate his businesses as a
corporation or LLC and not as a sole proprietorship,” he “knowingly sought out
the benefits of these forms” and thus could not be “shielded from its costs.”

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Alexander J. Lindvall, It’s Time to Revisit and Revise the Collective Entity Doctrine 14

Ohio St. Bus. L.J. 211, 223 (2020). Schiff and SFA have not established that SFA should be

shielded from any burdens of operating SFA as an LLC, including the obligation to provide

discovery.

II. Neither SFA nor Schiff Have Made a Showing Supporting a Fifth Amendment
Right Not to Produce Documents Responsive to the Demands, and in Fact, Have
Waived Any Such Right

The Demands – which Defendants do not specifically address in their papers, and did not

address in meet and confer discussions - are narrowly tailored to seek records pertaining to the

transactions wherein Plaintiffs entrusted funds to Defendants for the purchase or sale of

artworks, which Defendants did not pay for in full or deliver to Plaintiffs, Defendants used for

other purposes, or with respect to which Defendants otherwise defrauded Plaintiffs and used

Plaintiffs’ assets for their own purposes. Plaintiffs’ Demands are not a “fishing expedition,” but

rather a search for documents and records with regard to each transaction that Plaintiffs are

already aware exist and are located on the devices that SFA placed in Deep Tech’s possession

(or, given the realities of cloud computing, that are still/simultaneously within SFA’s possession

as well) – e.g. SFA’s invoices, bank records, and communications with galleries and others

regarding certain sales of artworks.

Defendants’ counsel has already acknowledged, in this action and in SFA’s ABC

proceeding (Dkt. 510009/2023) that documents responsive to Plaintiffs’ discovery requests exist

and are within SFA’s possession, custody and control, and that they have already provided at

least some documents to other SFA clients, to the Assignee, and upon information and belief, to

the U.S. Attorney’s Office in response to a grand jury subpoena (which defense counsel has

referenced several times). (Castner Reply Aff. ¶10.) The existence of the critical documents

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Plaintiffs seek and their location is thus a “foregone conclusion” as permitted in Fisher, not a

fishing expedition for records that Plaintiffs are supposing may or may not exist.

Defendants have not disputed that Plaintiffs need the information in the requested

records to gain possession of artworks Plaintiffs purchased, and to track and (hopefully) recoup

funds and/or artworks which Plaintiffs entrusted to Defendants. Given the length and extent of

Defendants’ misappropriation of Plaintiffs’ funds and schemes to convert Plaintiffs’ funds and

artworks, it is likely that other records presently unknown to Plaintiffs may be responsive to

Plaintiff’s requests. Indeed, since the Demands were propounded, Plaintiffs have continued to

investigate and have discovered additional artworks and transactions with respect to which they

were defrauded by Defendants. (Castner Reply Aff. ¶9.)

If Schiff – who unlike Plaintiffs has the advantage of knowing the totality of relevant

records that exist – wants to claim a Fifth Amendment privilege to avoid producing specific

documents (for example, the records of “outstanding debts” referenced in paragraph 5a of

defense counsel’s moving affidavit, Dkt. No. 76), she must show how producing such a

document would compel her to incriminate herself in violation of her Fifth Amendment rights.

CVL Real Estate Holding Co. LLC v. Weinstein, 35 Misc. 3d 1215(A) at ***9-10 (Sup. Ct. N.Y.,

2012). She has made no effort to do so; and even if SFA could claim a Fifth Amendment right to

refuse producing responsive documents, it has not made the required showing either. Not having

established their entitlement to refuse production, the material responsive to the Demands must

be produced.

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III. Defendants’ “Conditions” to Producing Responsive Documents and Materials
are Unsupported by Law or Fact

Defense counsel’s affirmation lays out conditions that he “requires” for Defendants to

produce documents – none of which are required by the CPLR or New York law.2 Among other

things, counsel demands “[a]n enforceable stipulation or order of this Court that the production

of documents would not waive either of the Defendant’s Fifth Amendment rights.” (Dkt. No. 100

at ¶7a). However, as discussed above, SFA has no Fifth Amendment rights, and in truth, the

meaning of defense counsel’s demand is unclear. If Schiff contends that producing any specific

document would violate her Fifth Amendment right against self-incrimination, she may try to

make the required showing, and Plaintiffs may seek a resulting adverse inference if the

application is successful. Defendants cite no authority for the position that the Court can issue

an enforceable order “un-waiving” Fifth Amendment rights which Defendants have already

waived (as by a voluntary production of documents to other persons or entities), and Plaintiffs

have not found any support for same.

Defense counsel makes much of the “burden” of using search terms to find documents

responsive to Plaintiff’s Demands, but Plaintiffs will readily provide them. In the first instance,

such terms would include the titles of artworks, including any abbreviated versions thereof,

which Plaintiffs instructed and provided funds for Defendants to purchase for Plaintiffs, the

artists who created the works, and the galleries and/or other sources from which the works were

supposed to be purchased, and extra charges billed by Schiff/SFA, (e.g. tax costs, storage costs,

insurance costs and commissions). Plaintiffs’ Complaint identifies many of these works and

2
In response to defense counsel’s assertion that Plaintiffs agreed to consolidate this action with
the Ghenie action (Index No. 652287/2023), and as of yet have not, Plaintiffs do not oppose
consolidation of these two cases, and today transmitted to defense counsel a proposed stipulation
concerning same. (Castner Reply Aff. ¶11.)
7

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charges, and Plaintiffs’ counsel has identified others in discussions with Defendants’ counsel.

Plaintiffs ask that, and reserve their rights to, supplement the list of search terms if further

investigation and discovery point to further instances of malfeasance and/or additional relevant

transactions.

As to Defendants’ concerns about not producing privileged matter, Plaintiffs’ and

Defendants’ counsel have discussed that an initial search for the names or email addresses

attorneys that Defendants have worked with would be relatively simple to do; and that

Defendants’ counsel could then review materials where they appeared for privilege. (Castner

Reply Aff. ¶8.)

Finally, defense counsel demands that Plaintiffs pay for a vendor to search and segregate

electronically stored information. Defendants cite no authority for imposing such costs on

Plaintiffs. In fact, such costs should be borne by Defendants, as in the first instance it is their

(not non-party Deep Tech’s) obligation to produce documents and materials responsive to the

Demands.

Defendants have had every opportunity to make a showing that the Fifth Amendment

protects any documents or materials in their possession, custody or control from disclosure. To

date, they have failed to provide a shred of evidence to support their counsel’s assertion (Dkt.

No. 102 at 11) that they lack the funds to produce documents, and Schiff has claimed to

personally own artworks and assets included in a twenty-seven page list already filed in the

assignment proceeding. (See Index No. 510009/2023, Dkt. No. 129). But Defendants and their

counsel do not state that Defendants have depleted the “retirement account” from which the

Court allows Ms. Schiff to pay living and legal expenses. Nonetheless, Plaintiffs could stipulate

that Schiff can sell some personal assets to pay for this litigation expense if necessary, so long as

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Plaintiffs and the Court are provided with documentation demonstrating that assets to be sold

belong to Schiff personally and were not acquired with funds or assets belonging to Plaintiffs,

and with an accounting of exactly what is sold and what is spent on litigation expenses.

IV. Defendants Offer No Rebuttal to the Argument that They Control Any Data
within Deep Tech’s Possession, and thus Defendants Should Be Ordered to
Produce All Relevant Documents
Critically, defense counsel’s opposition concedes through its silence that the devices in

Deep Tech’s possession are within Defendants’ possession, custody, and control for purposes of

responding to the Demands. (Dkt. No. 102; Dkt. No. 100). Counsel’s opposition brief does not

include a single sentence, let alone legal citation, for the proposition that Defendants do not

control the devices in Deep Tech’s possession. Defendants simply seek to shift the cost of

producing their own documents to the already-defrauded Plaintiffs, and so argue that Plaintiffs

should pay for Deep Tech – as a “non-party witness” – to produce documents. (Dkt. No. 102 at

10).

However, Plaintiffs seek documents responsive to the Demands from Defendants, and it

is therefore Defendants who must pay for their production, regardless of who they chose to hold

the documents. U.S. Bank N.A. v. GreenPoint Mtge. Funding, 94 A.D.3d 58 (1st Dep’t 2012).

Counsel’s completely unsupported statement in a memorandum of law that “Defendants do not

currently have sufficient funds to pay such large expenses” is unsubstantiated and appears to be

contradicted by Ms. Schiff’s current living arrangements, which include renting an apartment in

New York City, sending her child to private school, and dining at expensive restaurants in

TriBeCa. And of course, there has been no accounting or even mention of the hundreds of

thousands of “disappearing” dollars that Defendants requested and Plaintiffs entrusted to them in

the weeks leading up to her “self-reporting” to the authorities.

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Even if Defendants had made a showing that they lack funds to produce documents

responsive to the Demands – which they did not –Schiff has identified twenty-seven pages of

assets, including multiple artworks, that she claims to own (see Index No. 510009/2023, Dkt. No.

129). Upon proof that such assets were not acquired with Plaintiffs’ assets or funds, and an

accounting of sale proceeds showing their use for document production expenses, Plaintiffs

could stipulate to use of sale proceeds to pay for Defendants’ document production costs.

Plaintiffs also believe that any production costs are part of the “reasonable attorney’s fees”

already exempted from restraint in the preliminary injunction currently in place against

Defendants. (See Dkt. No. 72 converting the temporary restraining order contained in Dkt. No 53

to a preliminary injunction).

V. Counsel’s Objections were Late and He Cannot Argue Otherwise

Defense counsel’s magical thinking continues in his argument that Defendants served

their September 18th responses and objections “roughly 30 days” after the August 2nd Demands.

Forty-seven days is not “roughly” 30 days (in fact, it is more than 56% longer). In any event,

four months after Plaintiffs served Defendants with the Demands, Defendants have not produced

a single responsive document. Whether Defendants’ tardy blanket objections to the Responses

are stricken or upheld, under the CPLR Plaintiffs are entitled to receive Defendants’ relevant,

responsive records as set forth in detail in the Demands.

Defense counsel attempts to confuse the Court by conflating the narrowly tailored

Demands and the subpoena served upon Defendants’ IT provider, Deep Tech. The Deep Tech

subpoena was issued a few weeks after Plaintiffs served the Demands as a prophylactic measure

in case Defendants asserted – as their counsel did – that the devices containing the responsive

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materials were in Deep Tech’s physical possession,3 and sought information to enable access to

materials responsive to the Demands. Defendants now having conceded that they control the

devices for purposes of discovery, and that these motions were merely a way to delay and to ask

the Court that some other party bear their litigation costs (Dkt. No. 100 at 4, ¶7c and Dkt. No.

102 at 11), Defendants should be ordered to respond to the Demands. Plaintiffs do not seek

unfettered access to every device, simply the documents responsive to the Demands served upon

Defendants and any supplemental and follow-up discovery – that should be culled and produced

at Defendants’ cost, pursuant to New York law. U.S. Bank N.A. v. GreenPoint Mtge. Funding,

94 A.D.3d 58 (1st Dep’t 2012).

CONCLUSION

For the foregoing reasons, Plaintiffs’ motion to compel the production of documents and

materials pursuant to Plaintiffs’ Demands, by Lisa Schiff, SFA and/or Deep Tech, should be

granted such that Defendants are ordered to produce within two weeks of any decision or order

on this motion, all outstanding discovery requested in Plaintiffs’ Demands, including relevant

3
As discussed in footnote 1, supra, the Assignee also claims that the devices in Deep Tech’s
possession should be turned over to his custody. Defendants understand that the Assignee was
appointed as to SFA, but not as to Schiff. Inasmuch as Plaintiffs propounded demands to both
Defendants, and Defendants would presumably have greater knowledge than the Assignee about
responsive materials on the devices, it would be more expeditious for Defendants to be
compelled to comply with the Demands. Notably, as Defendants’ motion to quash and
Plaintiffs’ cross-motion to compel are now fully briefed, it would make the most sense, and
avoid the risk of inconsistent results and unnecessary conflicts, for the issue of right(s) to the
server and materials on it, and Defendants’ production obligations, to be decided at the same
time. However, Plaintiffs’ main concern is that SFA’s responsive, relevant documents be
produced to them forthwith, rather than whether it is defense counsel or the Assignee who
produces the documents. (Castner Reply Aff. ¶¶6-7.)
11

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discovery from devices or data currently in the possession of non-party Deep Tech, which

devices and data Defendants practically control.

Dated: New York, New York
November 29, 2023 Respectfully submitted,

MAZZOLA LINDSTROM, LLP

By: _/s/ Wendy J. Lindstrom________
Wendy J. Lindstrom
Nina T. Edelman
Laura D. Castner
Counsel for plaintiffs
1350 Avenue of the Americas, 2nd Floor
New York, New York 10019
Phone: (646) 216-8126
wendy@mazzolalindstrom.com

To: all counsel (via ECF)

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Certificate of Compliance
I, Laura D. Castner, certify that this Memorandum of Law complies with Rule 202.8-b of the
Uniform Civil Rules for the Supreme Court because it contains 3,462 words, excluding those
parts exempted by Rule 202.8-b.

Dated: New York, New York
November 29, 2023

______________________________
Laura D. Castner

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Case Info

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Nicholas Moyne Track Judge’s New Case

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Document Filed Date

November 29, 2023

Case Filing Date

May 17, 2023

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Parties

ADELMAN, RONALD WOLF Attorney for the Defendant
Bradley A. Carmel Living Trust Plaintiff
CAHILL, JOHN ROBERT Attorney for the Defendant
Candace Carmel barasch Plaintiff
CASTNER, LAURA DIANE Attorney for the Plaintiff
DOES 1-10 Defendant
EDELMAN, NINA T. Attorney for the Plaintiff
HORN, ERIC HOWARD Attorney for the Plaintiff
LERNER, RICHARD E. Attorney for the Plaintiff
LINDSTROM, WENDY JEANNE Attorney for the Plaintiff
Lisa Schiff Defendant
Michael A. Barasch Plaintiff
O'LEARY, KATIE ANN Attorney for the Plaintiff
PICK, DOUGLAS J Attorney for the Defendant
Schiff Fine Art LLC Defendant
SFA Advisory LLC Defendant
ERIC SNYDER Attorney

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