Preview
FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023
NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - -------------------------- - -X
Index No.: 651660/2023
RYAN URBAN and GIGI GROUP, LLC, (Hon. Lyle E. Frank)
Plaintiffs, AFFIDAVIT IN
-against- OPPOSITION TO MOTION
TO DISMISS
HUDSON CAPITAL GROUP VENTURES, LLC,
Defendant.
- . - - - - . _ - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . _ _. _ _ _ x
STATE OF NEW YORK )
) ss.:
COUNTY OF A/CWYORA )
Ryan Urban, being duly sworn, deposes and says:
1. I am the individual Plaintiff in this action, as well as the sole member of Plaintiff,
GiGi Group, LLC ("GiGi"), and as such, am fully and personally familiar with all of the facts and
circumstances set forth herein.
2. I make this Affidavit in Opposition to Defendant, Hudson Capital Group Ventures,
Plaintiffs'
LLC's ("Hudson Capital") pre-Answer motion to dismiss Amended Complaint in this
action.
3. For the reasons set forth herein, and in accordance with the authorities more fully
discussed in the accompanying Memorandum of Law, it is respectfully submitted that Defendant's
motion should be denied in its entirety.
THE ALLEGATIONS IN THE AMENDED COMPLAINT
4. The Complaint alleges two causes of action, to wit: breach of contract and unjust
enrichment. It sets forth that in or about July, 2021, the parties entered into a contract/Engagement
Letter,l
and that pursuant to same, Hudson Capital was to provide advisory and capital raising
1 While GiGi LLC is not listed as a party to the contract/Engagement the
Group, specifically Letter,
1
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FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023
NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023
services in connection with the development and construction of a restaurant and event venue
located at 138 Bowery, in Manhattan (the "Project"). It alleges that, while Plaintiffs performed all
obligations on their part (including making payments to Hudson Capital aggregating $125,000),
Hudson Capital breached the contract/Engagement Letter by failing to provide advisory and
capital raising services as required.
5. The Amended Complaint goes on to allege that any services provided by Hudson
Capital in connection with the Project were minimal and deficient; that the actions and/or
parties'
inactions of Hudson Capital constituted a breach of the contract/Engagement Letter; and
that Plaintiffs suffered resulting damages in an amount not less than the sum of $125,000.
parties'
6. The Amended Complaint also pleads, in the alternative, that if the
contract/Engagement Letter is unenforceable or if for any reason Plaintiffs may not recover
thereunder, a cause of action for unjust enrichment by virtue of Hudson Capital's receipt and
retention of payments (made by GiGi) aggregating the sum of $125,000, without having earned or
otherwise being entitled to same.
HUDSON CAPITAL IS HIRED FOR THE PROJECT
7. Initially, it was Karan Goyal who reached out to me offering the services of
Hudson Capital in connection with the Project. He touted their ability not only to raise needed
capital for the Project, but also to provide construction advisory services. Throughout Hudson
Capital's tenure with the Project, I dealt with Karan Goyal, Jeremy Mandel and Michael Stein.
8. To be clear, Hudson Capital did virtually nothing in connection with the Project.
Certainly not anything for which they were entitled to compensation in the amount of $125,000.
agreement is clearly between Hudson Capital on the one hand, and "Ryan Urban and any affiliated
entities"
on the other hand. I am the sole member of the other Plaintiff, GiGi. At the time the
contract/Engagement Letter was being drafted by Hudson Capital, GiGi was just being formed. It was
subsequently formed, and then all payments to Hudson Capital were made by GiGi.
2
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FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023
NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023
"1"
Pursuant to section of the contract/Engagement Letter, amongst the services they were
services."
obligated to provide was "capital raising
9. They were supposed to plan and raise capital and otherwise procure potential
outside investors to raise between $1,500,000 and $2,000,000 for the Project. They raised nothing!
ZERO additional capital was raised by Hudson Capital. This was the primary reason why they
were retained in the first place, and they utterly failed in their performance.
10. Hudson Capital reached out to no one. They didn't even make a list of potential
investors or a basic deck with projections. All they did was make promises...promises which
induced us to continue paying their invoices in good faith.
11. In addition to raising capital, Hudson Capital was required to perform concept
ideation planning along with strategic alignment planning. They completely failed to produce any
concept ideation documents and instead deferred to our architect, Danielle Laporte and our
designer, Megan Dobstaff.
12. With respect to the strategic alignment planning, Hudson Capital even deferred
running pre-construction meetings to Sophie Deschamps, our original project manager, and opted
out post-construction to another entity that also failed to perform. Eventually, the pre-construction
meetings were run by Shana Urban.
13. In sum, Hudson Capital can point to zero deliverables or results. Yet, we continued
to pay them in good faith. I am advised that they are arguing that the fact that we paid them
$125,000 somehow prevents us from being able to sue them. Respectfully, that is absurd. We paid
them (as required under the contract/Engagement Letter) because they kept billing us and
promising results. Essentially, we were duped.
3
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FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023
NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023
HUDSON CAPITAL ACKNOWLEDGED THEIR FAILURE TO PERFORM
14. In support of their motion, Hudson Capital has submitted the self-serving Affidavit
representative"
of Jeremy Mandel, who describes himself as an "authorized of Hudson Capital. He
attaches to his Affidavit several e-mails which supposedly reflect the services that were performed
by Hudson Capital. They show nothing of the sort.
15. In fact, all but one of the e-mails submitted by Hudson Capital speak of nothing
other than Hudson Capital's invoices, and the payment of same. They certainly do not demonstrate
the performance of g_nay services whatsoever by Hudson Capital.
16. Contrary to Mr. Mandel's claims, Hudson Capital did in fact acknowledge their
failings both in person (at a meeting with Karan Goyal, Hudson Capital's managing partner), and
in a series of e-mails and text messages to me from Michael Stein, the partner and CIO of Hudson
Capital.
17. At an in-person meeting at my offices in Manhattan in early 2022, Karan Goyal
acknowledged Hudson Capital's failings, and promised to make things right. Of course, they did
not do so. But nevertheless, in good faith, we continued to pay Hudson Capital's invoices.
18. In a January 19, 2022, e-mail from Michael Stein, he acknowledged that liquor
license and investor presentations had yet to be performed. They were never done. Likewise, he
promised to set up shared drive and other platforms-these were never done either (see Exhibit
"A").
19. Later, in a series of text messages to me in December 2022, Michael Stein invited
me to dinner to discuss him also having been wronged by Hudson Capital's managing partner,
Karan Goyal (see Exhibit "B"). He speaks of having "stopped working with Karan a few months
ago", that Karan Goyal "has no direct communication with me and Jeremy"; that he has his "own
4
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FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023
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whole set of issues with him [Karan Goyal]"; that "may result in lawsuits"; that they were "only
Ketchy"
communicating with lawyers"; and that he (Karan) "doesn't care what happens with
(which was another project similar to the one I had hired them for-clearly they felt the same way
about my Project as well).
20. When I spoke with Michael Stein, he acknowledged that Karan Goyal had "ripped
you off"; that Hudson Capital had "never done an advisory deal before"; that they "had no
again."
business doing it"; and that they "will never do it Of course, this is not what Karan Goyal
had represented when I first met with him.
21. And in a March 2023 text message to me, Michael Stein (on behalf of himself and
Jeremy Mandel) agreed to forfeit the equity that they had been granted in the Project pursuant to
our contract/Engagement Letter-which they did because they knew Hudson Capital had
failed miserably under the contract (see Exhibit "C").
22. At the end of the day, Hudson Capital took $125,000 of my money, and provided
nothing of value. They completely failed in their performance under the contract/Engagement
Letter.
23. For these reasons, and in accordance with the authorities discussed in our
Memorandum of it is submitted that Hudson Capital's pre-
accompanying Law, respectfully
Answer motion to dismiss the Amended Complaint in this action should be denied in its entirety.
24. Lastly, in the event the Court is inclined to grant Defendant's motion, either in
whole or in part, then in that event, Plaintiffs respectfully request leave to re-plead in accordance
with any such Decision from the Court.
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FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023
NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023
WHEREPORE. it it resettfdRs resateed tht th merma m di e denieff a
s w hero,e - a
dar of.Anaush.2023
Notary Pub c
w
TARsO t, agongs
Nowy evatsc4targ op New yong
No. 0 t GEOO01872
OmarifiedinOngs Cowsty
'8500 alssion Empres 82-15-2027
6
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Preview
FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK - - - - - - - - - - -------------------------- - -X Index No.: 651660/2023 RYAN URBAN and GIGI GROUP, LLC, (Hon. Lyle E. Frank) Plaintiffs, AFFIDAVIT IN -against- OPPOSITION TO MOTION TO DISMISS HUDSON CAPITAL GROUP VENTURES, LLC, Defendant. - . - - - - . _ - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . _ _. _ _ _ x STATE OF NEW YORK ) ) ss.: COUNTY OF A/CWYORA ) Ryan Urban, being duly sworn, deposes and says: 1. I am the individual Plaintiff in this action, as well as the sole member of Plaintiff, GiGi Group, LLC ("GiGi"), and as such, am fully and personally familiar with all of the facts and circumstances set forth herein. 2. I make this Affidavit in Opposition to Defendant, Hudson Capital Group Ventures, Plaintiffs' LLC's ("Hudson Capital") pre-Answer motion to dismiss Amended Complaint in this action. 3. For the reasons set forth herein, and in accordance with the authorities more fully discussed in the accompanying Memorandum of Law, it is respectfully submitted that Defendant's motion should be denied in its entirety. THE ALLEGATIONS IN THE AMENDED COMPLAINT 4. The Complaint alleges two causes of action, to wit: breach of contract and unjust enrichment. It sets forth that in or about July, 2021, the parties entered into a contract/Engagement Letter,l and that pursuant to same, Hudson Capital was to provide advisory and capital raising 1 While GiGi LLC is not listed as a party to the contract/Engagement the Group, specifically Letter, 1 1 of 6 FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023 services in connection with the development and construction of a restaurant and event venue located at 138 Bowery, in Manhattan (the "Project"). It alleges that, while Plaintiffs performed all obligations on their part (including making payments to Hudson Capital aggregating $125,000), Hudson Capital breached the contract/Engagement Letter by failing to provide advisory and capital raising services as required. 5. The Amended Complaint goes on to allege that any services provided by Hudson Capital in connection with the Project were minimal and deficient; that the actions and/or parties' inactions of Hudson Capital constituted a breach of the contract/Engagement Letter; and that Plaintiffs suffered resulting damages in an amount not less than the sum of $125,000. parties' 6. The Amended Complaint also pleads, in the alternative, that if the contract/Engagement Letter is unenforceable or if for any reason Plaintiffs may not recover thereunder, a cause of action for unjust enrichment by virtue of Hudson Capital's receipt and retention of payments (made by GiGi) aggregating the sum of $125,000, without having earned or otherwise being entitled to same. HUDSON CAPITAL IS HIRED FOR THE PROJECT 7. Initially, it was Karan Goyal who reached out to me offering the services of Hudson Capital in connection with the Project. He touted their ability not only to raise needed capital for the Project, but also to provide construction advisory services. Throughout Hudson Capital's tenure with the Project, I dealt with Karan Goyal, Jeremy Mandel and Michael Stein. 8. To be clear, Hudson Capital did virtually nothing in connection with the Project. Certainly not anything for which they were entitled to compensation in the amount of $125,000. agreement is clearly between Hudson Capital on the one hand, and "Ryan Urban and any affiliated entities" on the other hand. I am the sole member of the other Plaintiff, GiGi. At the time the contract/Engagement Letter was being drafted by Hudson Capital, GiGi was just being formed. It was subsequently formed, and then all payments to Hudson Capital were made by GiGi. 2 2 of 6 FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023 "1" Pursuant to section of the contract/Engagement Letter, amongst the services they were services." obligated to provide was "capital raising 9. They were supposed to plan and raise capital and otherwise procure potential outside investors to raise between $1,500,000 and $2,000,000 for the Project. They raised nothing! ZERO additional capital was raised by Hudson Capital. This was the primary reason why they were retained in the first place, and they utterly failed in their performance. 10. Hudson Capital reached out to no one. They didn't even make a list of potential investors or a basic deck with projections. All they did was make promises...promises which induced us to continue paying their invoices in good faith. 11. In addition to raising capital, Hudson Capital was required to perform concept ideation planning along with strategic alignment planning. They completely failed to produce any concept ideation documents and instead deferred to our architect, Danielle Laporte and our designer, Megan Dobstaff. 12. With respect to the strategic alignment planning, Hudson Capital even deferred running pre-construction meetings to Sophie Deschamps, our original project manager, and opted out post-construction to another entity that also failed to perform. Eventually, the pre-construction meetings were run by Shana Urban. 13. In sum, Hudson Capital can point to zero deliverables or results. Yet, we continued to pay them in good faith. I am advised that they are arguing that the fact that we paid them $125,000 somehow prevents us from being able to sue them. Respectfully, that is absurd. We paid them (as required under the contract/Engagement Letter) because they kept billing us and promising results. Essentially, we were duped. 3 3 of 6 FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023 HUDSON CAPITAL ACKNOWLEDGED THEIR FAILURE TO PERFORM 14. In support of their motion, Hudson Capital has submitted the self-serving Affidavit representative" of Jeremy Mandel, who describes himself as an "authorized of Hudson Capital. He attaches to his Affidavit several e-mails which supposedly reflect the services that were performed by Hudson Capital. They show nothing of the sort. 15. In fact, all but one of the e-mails submitted by Hudson Capital speak of nothing other than Hudson Capital's invoices, and the payment of same. They certainly do not demonstrate the performance of g_nay services whatsoever by Hudson Capital. 16. Contrary to Mr. Mandel's claims, Hudson Capital did in fact acknowledge their failings both in person (at a meeting with Karan Goyal, Hudson Capital's managing partner), and in a series of e-mails and text messages to me from Michael Stein, the partner and CIO of Hudson Capital. 17. At an in-person meeting at my offices in Manhattan in early 2022, Karan Goyal acknowledged Hudson Capital's failings, and promised to make things right. Of course, they did not do so. But nevertheless, in good faith, we continued to pay Hudson Capital's invoices. 18. In a January 19, 2022, e-mail from Michael Stein, he acknowledged that liquor license and investor presentations had yet to be performed. They were never done. Likewise, he promised to set up shared drive and other platforms-these were never done either (see Exhibit "A"). 19. Later, in a series of text messages to me in December 2022, Michael Stein invited me to dinner to discuss him also having been wronged by Hudson Capital's managing partner, Karan Goyal (see Exhibit "B"). He speaks of having "stopped working with Karan a few months ago", that Karan Goyal "has no direct communication with me and Jeremy"; that he has his "own 4 4 of 6 FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023 whole set of issues with him [Karan Goyal]"; that "may result in lawsuits"; that they were "only Ketchy" communicating with lawyers"; and that he (Karan) "doesn't care what happens with (which was another project similar to the one I had hired them for-clearly they felt the same way about my Project as well). 20. When I spoke with Michael Stein, he acknowledged that Karan Goyal had "ripped you off"; that Hudson Capital had "never done an advisory deal before"; that they "had no again." business doing it"; and that they "will never do it Of course, this is not what Karan Goyal had represented when I first met with him. 21. And in a March 2023 text message to me, Michael Stein (on behalf of himself and Jeremy Mandel) agreed to forfeit the equity that they had been granted in the Project pursuant to our contract/Engagement Letter-which they did because they knew Hudson Capital had failed miserably under the contract (see Exhibit "C"). 22. At the end of the day, Hudson Capital took $125,000 of my money, and provided nothing of value. They completely failed in their performance under the contract/Engagement Letter. 23. For these reasons, and in accordance with the authorities discussed in our Memorandum of it is submitted that Hudson Capital's pre- accompanying Law, respectfully Answer motion to dismiss the Amended Complaint in this action should be denied in its entirety. 24. Lastly, in the event the Court is inclined to grant Defendant's motion, either in whole or in part, then in that event, Plaintiffs respectfully request leave to re-plead in accordance with any such Decision from the Court. 5 5 of 6 FILED: NEW YORK COUNTY CLERK 09/08/2023 03:38 PM INDEX NO. 651660/2023 NYSCEF DOC. NO. 29 RECEIVED NYSCEF: 09/08/2023 WHEREPORE. it it resettfdRs resateed tht th merma m di e denieff a s w hero,e - a dar of.Anaush.2023 Notary Pub c w TARsO t, agongs Nowy evatsc4targ op New yong No. 0 t GEOO01872 OmarifiedinOngs Cowsty '8500 alssion Empres 82-15-2027 6 6 of 6