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FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024
STATE OF NEW YORK
SUPREME COURT : COUNTY OF SUFFOLK
_____________________________________________
MUNESH RAMNANI,
Petitioner, VERIFIED PETITION TO
CONFIRM ARBITRATION
AWARD
For an Order Pursuant to Article 75 of the CPLR
Confirming an Arbitration Award Index No. __________
-against-
MALCOLM ROBERTS & ASSOCIATES, INC.
d/b/a ISC Coverage and ROBERT JOHNSON, JR.,
Respondents.
_____________________________________________
Petitioner Munesh Ramnani (hereinafter “Petitioner”), by and through his attorneys, Harris
Beach PLLC, for its Petition to confirm an arbitration award against Respondents Malcolm Roberts
& Associates, Inc. d/b/a ISC Coverage (hereinafter, “ISC Coverage”) and Robert Johnson, Jr.
(“Johnson”) (collectively, “Respondents”), alleges as follows:
THE NATURE OF THE SPECIAL PROCEEDING
1. Pursuant to Article 75 of CPLR, Petitioner brings this special proceeding for the
purpose of confirming an arbitration award rendered in an arbitration proceeding between Petitioner
and Respondents before Arbitrator Maureen Beyers pursuant to CPLR 7510, and entry of a
judgement thereon pursuant to CPLR 7514.
THE PARTIES, JURISDICTION AND VENUE
2. Claimant is an individual residing in Suffolk County, New York.
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3. ISC Coverage is a New York corporation with a principal place of business in Suffolk
County, New York.
4. Johnson is an individual residing in Suffolk County, New York.
5. This Court has jurisdiction over Respondents pursuant to CPLR 403 and has
jurisdiction to enter judgment on an arbitration award pursuant to CPLR 7514.
6. Venue is proper in Suffolk County pursuant to CPLR 7502 because all parties are
residents of Suffolk County.
THE FACTS
7. Petitioner, ISC Coverage, and Johnson executed a Settlement Agreement, Promissory
Note, and Hold Harmless Agreement on July 7, 2022, true and correct copies of which are annexed
hereto as Exhibit A.
8. Paragraph 16 of the Settlement Agreement provides: “All claims or disputes relating
in any way to or arising from this Agreement shall be referred to final and binding arbitration
pursuant to the terms set forth in Article 17 of the Shareholders Agreement.”
9. Paragraph 14 of the Promissory Note provides: “All claims or disputes relating in any
way to or arising from this Note shall be referred to final and binding arbitration pursuant to the
terms set forth in Article 17 of the Shareholders Agreement executed by the parties on or about
January 13, 2021.”
10. The Shareholders Agreement entered on January 13, 2021, incorporated by reference
in the Settlement Agreement and the Promissory Note, provides as follows with regard to arbitration:
Notwithstanding anything to the contrary in this Agreement, all claims or disputes
relating in any way to the performance, interpretation, validity, or breach of this
Agreement shall be referred to final and binding arbitration, before an arbitrator
(mutually agreeable to the parties to the claim or dispute) under the arbitration rules
of the American Arbitration Association (“AAA”) in New York County, New York,
except as modified hereby. If the parties to the dispute cannot agree upon the
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appointment of an arbitrator, each shall appoint one arbitrator and a third arbitrator
shall be selected by the two appointed arbitrators within twenty (20) days, following
the receipt of written notice of arbitration, as prescribed by AAA. In the event that
both appointed arbitrators are unable to select the third arbitrator within a period of
twenty (20) days, AAA shall be permitted to submit an appointment.
The arbitrator(s) shall promptly establish a timetable for the completion of arbitration
within three (3) months of the selection of the third arbitrator. All documents,
materials, and information in the possession of a party to this Agreement and in any
way relevant to the claims or disputes shall be made available to the other parties for
review and copying not later than sixty (60) days after the notice of arbitration is
served. To the extent that a party would be required to make confidential information
available to any other, an agreement or an order shall be entered in the proceeding
protecting the confidentiality of and limiting access to such information before a
party is required to produce such information. Information produced by a party shall
be used exclusively in the arbitration or litigation that may arise, and shall not
otherwise be disclosed. The rules of AAA shall apply, except as otherwise provided
herein.
The arbitrators’ award shall be in writing, made by a majority thereof, and include
findings of fact and conclusions of law. Judgment upon the award rendered by the
arbitrators shall be final, binding and conclusive upon the parties and their respective
administrators, executors, legal representatives, heirs, successors and permitted
assigns.
The arbitrators shall have the power to award (i) monetary damages, (ii) injunctive
relief (preliminary and permanent), and (iii) legal fees and costs associated with the
arbitration to the prevailing party. Any party against whom the arbitrators’ award
shall be issued shall not, in any manner, oppose or defend against any suit to confirm
such award, or any enforcement proceedings brought against such party, whether
within or outside of the United States, with respect to any judgment entered upon the
award, and such party hereby consents to the entry of a judgment against such party,
in the full amount thereof, or other relief granted therein, in any court of competent
jurisdiction in which such enforcement is sought. The party against whom the
arbitrators’ award is issued shall pay the arbitrators’ fees and each of the parties
hereto hereby consents to the jurisdiction of any applicable court of general
jurisdiction located in the United States with respect to the entry of such judgment
and each irrevocably submits to the jurisdiction of such courts and waives any
objection it may have to either the jurisdiction or venue of such court.
A true and correct copy of the Shareholders’ Agreement is attached as Exhibit B.
11. A dispute between the parties arose concerning, inter alia, Respondents’ breach of the
Settlement Agreement and Promissory Note.
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12. The dispute was submitted to arbitration in accordance with the parties’ agreements
before AAA Arbitrator Maureen Beyers with Petitioner as Claimant and Respondent as Respondents
therein.
13. In connection with the arbitration, the parties conducted discovery in accordance with
the directives of Arbitrator Beyers, which included the production of documents and the conduct of
depositions of the parties.
14. After discovery, on or about November 15-16, 2023, a two-day arbitration hearing
before Arbitrator Beyers was conducted, with all parties presenting witness and evidence in a full
and fair process.
15. On or about December 7, 2023, Arbitrator Beyers issued a reasoned Partial Final
Award, against Claimant and in favor of Respondents. A true and correct copy of the Partial Final
Award is annexed hereto as Exhibit C.
16. Pursuant to the Partial Final Award, Petitioner submitted an application for attorneys’
fees and costs, which application was not opposed by Respondents.
17. On February 5, 2024, Arbitrator Beyers issued a reasoned Final Award, in favor of
Petitioner and against Respondents, as follows:
a. Finding Respondents liable, jointly and severally, to Petitioner “in the principal
sum of $353,580.13, together with interest thereon in the sum of $14,586.39
through November 15, 2023, for a total amount due to [Petitioner] of
$368,166.52 on [Petitioner’s] breach of contract claim.”
b. Declaring and adjudging “that any action by Oak Street Funding, LLC against
Claimant to enforce the terms of a loan to ISC and Claimant dated April 15, 2021
is covered by the July 7, 2022 Settlement Agreement between Claimant and
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Respondents, and Respondents are required to defend and indemnify Claimant in
connection with any such action.”
c. Awarding Petitioner “the additional amount of $107,572.50 in attorneys’ fees and
$14,482.04 in costs (exclusive of AAA fees and Arbitrator compensation) for a
total amount of $122,054.54.”
d. Determining that “the administrative fees and expenses of the AAA totaling
$16,500.00 and the compensation of the Arbitrator totaling $27,720.00 shall be
borne by Respondents, jointly and severally,” requiring Respondents to
reimburse Petitioner “the additional sum of $22,110.00 representing that portion
of said fees in excess of the apportioned costs previously incurred and paid by
[Petitioner].”
A true and correct copy of the Partial Final Award is annexed hereto as Exhibit D.
18. The total amount of the Final Award to Petitioner and against Respondents is
$512,331.06, for which Respondents are jointly and severally liable. See Ex. D.
BASES FOR CONFIRMATION OF ARBITRATION
19. Less than one year has transpired since the Final Award was issued and served upon
both parties.
20. The Arbitrator acted within her authority in rendering the Final Award.
21. The Final Award has not been vacated or modified pursuant to CPLR 7511.
22. Respondents have also waived any objection to the confirmation of the Final Award
and consented to the entry of a judgment upon issuance of an arbitration award. The parties’
Shareholders Agreement entered on January 13, 2021, incorporated by reference in the Settlement
Agreement and the Promissory Note, provides:
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Any party against whom the arbitrators’ award shall be issued shall not, in any
manner, oppose or defend against any suit to confirm such award, or any
enforcement proceedings brought against such party, whether within or outside of the
United States, with respect to any judgment entered upon the award, and such party
hereby consents to the entry of a judgment against such party, in the full amount
thereof, or other relief granted therein, in any court of competent jurisdiction in
which such enforcement is sought.
See Ex. B, at Article 17.
WHEREFORE, Petitioner respectfully requests that an order be entered herein: confirming
the Final Award in all respects pursuant to CPLR 7510; directing that judgment be entered thereon in
this Court pursuant to CPLR 7514; and awarding Petitioner such other and further relief as the Court
may in its discretion deem just and proper.
Dated: February 15, 2024
Albany, New York HARRIS BEACH PLLC
By: /s/ Daniel R. LeCours
Daniel R. LeCours
Deana J. DiBenedetto
677 Broadway, Suite 1101
Albany, New York 12207
Tel: (518) 701-2749
Fax: (518) 427-0235
dlecours@harrisbeach.com
ddibenedetto@harrisbeach.com
Attorneys for the Petitioner
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Preview
FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024 STATE OF NEW YORK SUPREME COURT : COUNTY OF SUFFOLK _____________________________________________ MUNESH RAMNANI, Petitioner, VERIFIED PETITION TO CONFIRM ARBITRATION AWARD For an Order Pursuant to Article 75 of the CPLR Confirming an Arbitration Award Index No. __________ -against- MALCOLM ROBERTS & ASSOCIATES, INC. d/b/a ISC Coverage and ROBERT JOHNSON, JR., Respondents. _____________________________________________ Petitioner Munesh Ramnani (hereinafter “Petitioner”), by and through his attorneys, Harris Beach PLLC, for its Petition to confirm an arbitration award against Respondents Malcolm Roberts & Associates, Inc. d/b/a ISC Coverage (hereinafter, “ISC Coverage”) and Robert Johnson, Jr. (“Johnson”) (collectively, “Respondents”), alleges as follows: THE NATURE OF THE SPECIAL PROCEEDING 1. Pursuant to Article 75 of CPLR, Petitioner brings this special proceeding for the purpose of confirming an arbitration award rendered in an arbitration proceeding between Petitioner and Respondents before Arbitrator Maureen Beyers pursuant to CPLR 7510, and entry of a judgement thereon pursuant to CPLR 7514. THE PARTIES, JURISDICTION AND VENUE 2. Claimant is an individual residing in Suffolk County, New York. 1 of 7 FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024 3. ISC Coverage is a New York corporation with a principal place of business in Suffolk County, New York. 4. Johnson is an individual residing in Suffolk County, New York. 5. This Court has jurisdiction over Respondents pursuant to CPLR 403 and has jurisdiction to enter judgment on an arbitration award pursuant to CPLR 7514. 6. Venue is proper in Suffolk County pursuant to CPLR 7502 because all parties are residents of Suffolk County. THE FACTS 7. Petitioner, ISC Coverage, and Johnson executed a Settlement Agreement, Promissory Note, and Hold Harmless Agreement on July 7, 2022, true and correct copies of which are annexed hereto as Exhibit A. 8. Paragraph 16 of the Settlement Agreement provides: “All claims or disputes relating in any way to or arising from this Agreement shall be referred to final and binding arbitration pursuant to the terms set forth in Article 17 of the Shareholders Agreement.” 9. Paragraph 14 of the Promissory Note provides: “All claims or disputes relating in any way to or arising from this Note shall be referred to final and binding arbitration pursuant to the terms set forth in Article 17 of the Shareholders Agreement executed by the parties on or about January 13, 2021.” 10. The Shareholders Agreement entered on January 13, 2021, incorporated by reference in the Settlement Agreement and the Promissory Note, provides as follows with regard to arbitration: Notwithstanding anything to the contrary in this Agreement, all claims or disputes relating in any way to the performance, interpretation, validity, or breach of this Agreement shall be referred to final and binding arbitration, before an arbitrator (mutually agreeable to the parties to the claim or dispute) under the arbitration rules of the American Arbitration Association (“AAA”) in New York County, New York, except as modified hereby. If the parties to the dispute cannot agree upon the 2 2 of 7 FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024 appointment of an arbitrator, each shall appoint one arbitrator and a third arbitrator shall be selected by the two appointed arbitrators within twenty (20) days, following the receipt of written notice of arbitration, as prescribed by AAA. In the event that both appointed arbitrators are unable to select the third arbitrator within a period of twenty (20) days, AAA shall be permitted to submit an appointment. The arbitrator(s) shall promptly establish a timetable for the completion of arbitration within three (3) months of the selection of the third arbitrator. All documents, materials, and information in the possession of a party to this Agreement and in any way relevant to the claims or disputes shall be made available to the other parties for review and copying not later than sixty (60) days after the notice of arbitration is served. To the extent that a party would be required to make confidential information available to any other, an agreement or an order shall be entered in the proceeding protecting the confidentiality of and limiting access to such information before a party is required to produce such information. Information produced by a party shall be used exclusively in the arbitration or litigation that may arise, and shall not otherwise be disclosed. The rules of AAA shall apply, except as otherwise provided herein. The arbitrators’ award shall be in writing, made by a majority thereof, and include findings of fact and conclusions of law. Judgment upon the award rendered by the arbitrators shall be final, binding and conclusive upon the parties and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns. The arbitrators shall have the power to award (i) monetary damages, (ii) injunctive relief (preliminary and permanent), and (iii) legal fees and costs associated with the arbitration to the prevailing party. Any party against whom the arbitrators’ award shall be issued shall not, in any manner, oppose or defend against any suit to confirm such award, or any enforcement proceedings brought against such party, whether within or outside of the United States, with respect to any judgment entered upon the award, and such party hereby consents to the entry of a judgment against such party, in the full amount thereof, or other relief granted therein, in any court of competent jurisdiction in which such enforcement is sought. The party against whom the arbitrators’ award is issued shall pay the arbitrators’ fees and each of the parties hereto hereby consents to the jurisdiction of any applicable court of general jurisdiction located in the United States with respect to the entry of such judgment and each irrevocably submits to the jurisdiction of such courts and waives any objection it may have to either the jurisdiction or venue of such court. A true and correct copy of the Shareholders’ Agreement is attached as Exhibit B. 11. A dispute between the parties arose concerning, inter alia, Respondents’ breach of the Settlement Agreement and Promissory Note. 3 3 of 7 FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024 12. The dispute was submitted to arbitration in accordance with the parties’ agreements before AAA Arbitrator Maureen Beyers with Petitioner as Claimant and Respondent as Respondents therein. 13. In connection with the arbitration, the parties conducted discovery in accordance with the directives of Arbitrator Beyers, which included the production of documents and the conduct of depositions of the parties. 14. After discovery, on or about November 15-16, 2023, a two-day arbitration hearing before Arbitrator Beyers was conducted, with all parties presenting witness and evidence in a full and fair process. 15. On or about December 7, 2023, Arbitrator Beyers issued a reasoned Partial Final Award, against Claimant and in favor of Respondents. A true and correct copy of the Partial Final Award is annexed hereto as Exhibit C. 16. Pursuant to the Partial Final Award, Petitioner submitted an application for attorneys’ fees and costs, which application was not opposed by Respondents. 17. On February 5, 2024, Arbitrator Beyers issued a reasoned Final Award, in favor of Petitioner and against Respondents, as follows: a. Finding Respondents liable, jointly and severally, to Petitioner “in the principal sum of $353,580.13, together with interest thereon in the sum of $14,586.39 through November 15, 2023, for a total amount due to [Petitioner] of $368,166.52 on [Petitioner’s] breach of contract claim.” b. Declaring and adjudging “that any action by Oak Street Funding, LLC against Claimant to enforce the terms of a loan to ISC and Claimant dated April 15, 2021 is covered by the July 7, 2022 Settlement Agreement between Claimant and 4 4 of 7 FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024 Respondents, and Respondents are required to defend and indemnify Claimant in connection with any such action.” c. Awarding Petitioner “the additional amount of $107,572.50 in attorneys’ fees and $14,482.04 in costs (exclusive of AAA fees and Arbitrator compensation) for a total amount of $122,054.54.” d. Determining that “the administrative fees and expenses of the AAA totaling $16,500.00 and the compensation of the Arbitrator totaling $27,720.00 shall be borne by Respondents, jointly and severally,” requiring Respondents to reimburse Petitioner “the additional sum of $22,110.00 representing that portion of said fees in excess of the apportioned costs previously incurred and paid by [Petitioner].” A true and correct copy of the Partial Final Award is annexed hereto as Exhibit D. 18. The total amount of the Final Award to Petitioner and against Respondents is $512,331.06, for which Respondents are jointly and severally liable. See Ex. D. BASES FOR CONFIRMATION OF ARBITRATION 19. Less than one year has transpired since the Final Award was issued and served upon both parties. 20. The Arbitrator acted within her authority in rendering the Final Award. 21. The Final Award has not been vacated or modified pursuant to CPLR 7511. 22. Respondents have also waived any objection to the confirmation of the Final Award and consented to the entry of a judgment upon issuance of an arbitration award. The parties’ Shareholders Agreement entered on January 13, 2021, incorporated by reference in the Settlement Agreement and the Promissory Note, provides: 5 5 of 7 FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024 Any party against whom the arbitrators’ award shall be issued shall not, in any manner, oppose or defend against any suit to confirm such award, or any enforcement proceedings brought against such party, whether within or outside of the United States, with respect to any judgment entered upon the award, and such party hereby consents to the entry of a judgment against such party, in the full amount thereof, or other relief granted therein, in any court of competent jurisdiction in which such enforcement is sought. See Ex. B, at Article 17. WHEREFORE, Petitioner respectfully requests that an order be entered herein: confirming the Final Award in all respects pursuant to CPLR 7510; directing that judgment be entered thereon in this Court pursuant to CPLR 7514; and awarding Petitioner such other and further relief as the Court may in its discretion deem just and proper. Dated: February 15, 2024 Albany, New York HARRIS BEACH PLLC By: /s/ Daniel R. LeCours Daniel R. LeCours Deana J. DiBenedetto 677 Broadway, Suite 1101 Albany, New York 12207 Tel: (518) 701-2749 Fax: (518) 427-0235 dlecours@harrisbeach.com ddibenedetto@harrisbeach.com Attorneys for the Petitioner 6 6 of 7 FILED: SUFFOLK COUNTY CLERK 02/16/2024 01:16 PM INDEX NO. 604282/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/16/2024 7 of 7