Preview
FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF ORANGE
Index No.:
Date Filed:
OUIBY, INC. DBA KICKFURTHER
SUMMONS
Plaintiff,
Plaintiff designates
-against- Orange County
as the Place of Trial
MACHRUS INC., ISRAEL FRIEDMAN, BREINDY
FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC,
KING SERVICE HOLDING INC. AND UPPER BOUNCE
TRAMPOLINE
The basis of venue is
Defendants. the Defendant's residence
or place of business
To the above-named defendant:
YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a
copy of your answer, or, if the complaint is not served with this summons, to serve a notice of
appearance, on the Plaintiff's attorney within twenty (20) days after the service of this summons,
exclusive of the date of service (or within thirty (30) days after the service is complete if this
summons is not personally delivered to you within the State of New York); and in case of your
failure to appear or answer, judgment will be taken against you by default for the relief requested
in the complaint.
Dated: White Plains, NY
February 15, 2024
THE STUTTM LAW GROUP, P.C.
By:
JOEL S. UTTMAN, ESQ.
Attorney r the Plaintiff
100 Manhattanville Road, Suite 4E20
Purchase, New York 10577
(914) 948-8392
Defendant address:
MACHRUS INC.
2 Mill Street
Cornwall, NY 12518
Filed in Orange County 03/14/2024 02:37:56 PM $0.00 Bk: 1 of
5156 16 Pg: 1970 Index: # EF002167-2024 Clerk: EBR
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ISRAEL FRIEDMAN
4 Smith Farm Road
Monroe, NY 12518
BREINDY FRIEDMAN
4 Smith Farm Road
Monroe, NY 12518
PHARO DEALS LLC
2 Mill Street
Cormwall, NY 12518
KSH BRANDS, LLC,
2 Mill Street
Cormwall, NY 12518
KING SERVICE HOLDING INC
2 Mill Street
Cormwall, NY 12518
UPPER BOUNCE TRAMPOLINE
2 Mill Street
Cormwall, NY 12518
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF ORANGE
---------------------------------------------------------------------x Index No.:
Date Filed:
OUIBY, INC. DBA KICKFURTHER
Plaintiff, VERIFIED
COMPLAINT
-against-
MACHRUS INC., ISRAEL FRIEDMAN, BREINDY
FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC,
KING SERVICE HOLDING INC. AND UPPER BOUNCE
TRAMPOLINE;
Defendants.
__-__-____________________,___,--____________________________________Ç
Plaintiff, OUIBY, INC. DBA KICKFURTHER, by its attorney, THE STUTTMANLAW
GROUP, P.C., as and for its verified complaint against the defendants, MACHRUS INC.,
ISRAEL FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC,
KING SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE, alleges as follows:
AS.AND FOR A FIRST CAUSE OF ACTION
1. At all relevant times hereinafter mentioned, the plaintiff, OUIBY, INC. DBA
KICKFURTHER was and is a foreign or domestic corporation authorized to do business within
the State of New York with an office for the transaction of business located at 1200 Pearl St. Ste.
404, Boulder, CO, 80302.
2. Upon information and belief, and at all relevant times hereinafter mentioned,
defendant, MACHRUS INC., was and is a foreign or domestic corporation with an office for the
transaction of business located at 2 Mill Street, Cormwall, NY 12518.
3. Upon information and belief, and at all relevant times hereinafter mentioned,
defendant, ISRAEL FRIEDMAN was and is an individual residing at and/or with an with an
office for the transaction of business located at 4 Smith Farm Road, Monroe, NY 10950.
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4. Upon information and belief, and at all relevant times hereinafter mentioned,
defendant, BREINDY FRIEDMAN was and is an individual residing at and/or with an with an
office for the transaction of business located at 4 Smith Farm Road, Monroe, NY 10950.
5. Upon information and belief, and at all relevant times hereinafter mentioned,
defendant, PHARO DEALS LLC, was and is a foreign or domestic limited liability company
with an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518.
6. Upon information and belief, and at all relevant times hereinafter mentioned,
defendant, KSH BRANDS, LLC, was and is a foreign or domestic limited liability company with
an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518.
7. Upon information and belief, and at all relevant times hereinafter mentioned,
defendant, KING SERVICE HOLDING INC., was and is a foreign or domestic corporation with
an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518.
8. Upon information and belief, and at all relevant times hereinafter mentioned,
defendant, UPPER BOUNCE TRAMPOLINE, was and is a foreign or domestic corporation with
an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518.
9. On or about January 5, 2022, the plaintiff and defendant MACHRUS INC.,
entered into a certain Kickfurther Consignment Agreement (the "Agreement") in which plaintiff
agreed to consign to the defendant, MACHRUS INC., certain goods set forth in the Agreement
(the "Consigned Inventory") and, in return, defendant, MACHRUS INC. agreed to pay to the
plaintiff the sum of $1,081,718.00 the ("Total Payout Amount"), plus other fees, late fees and
penalties which may become due under the Agreement, or return the Consigned Inventory to the
plaintiff.
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10. Thereafter, plaintiff performed all of its obligations under the Agreement,
including delivering the goods to the defendant or otherwise providing payment or
reimbursement to suppliers manufacturing the goods, MACHRUS INC.
11. Thereafter, defendant MACHRUS INC. defaulted under the terms of the
Agreement by failing to make the payments owed to plaintiff under the Agreement and by failing
to return the Consigned Inventory to plaintiff.
12. As of July 31, 2023, defendant MACHRUS INC. owes the plaintiff the sum of
$967,159.90 pursuant to the terms of the Agreement, no part of which has been paid although
duly demanded.
13. The Agreement provides defendant MACHRUS INC. shall pay plaintiff all
attorneys'
expenses, including collection costs and fees, incurred by plaintiff in enforcing the
defendant's payment obligations under the Agreement.
14. By reason of the foregoing, judgment should be entered in favor of the plaintiff
and against the defendant MACHRUS INC. in the sum of $967,159.90 plus interest from July
31, 2023 and plaintiff's attorney's fees.
AS AND FOR A SECOND CAUSE OF ACTION
15. The plaintiff repeats and realleges each and every allegation set forth in
"1" "14"
paragraphs thru of this complaint as if fully set forth at length herein.
16. On or about January 5, 2022, as an inducement for plaintiff to enter into the
Agreement and to secure the payment by defendant MACHRUS INC. of all monies owed under
the Agreement, defendants MACHRUS INC. and ISRAEL FRIEDMAN executed a certain
promissory note (hereinafter the "Note") in the sum of $1,081,718.00 in favor of plaintiff
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pursuant to which the defendants MACHRUS INC. and ISRAEL FRIEDMAN agreed to repay
the Note on demand.
17. The Agreement between plaintiff and defendant MACHRUS INC. provides that
plaintiff shall be able demand full payment on the Note in the event the Agreement is terminated.
18. Per the terms of the Agreement and the Note, on or about March 16, 2023,
plaintiff terminated the Agreement and demanded that the defendants repay the Note.
19. The Note provides that if any payment due under the Note is not paid within
fifteen (15) calendar days of the date due, the amount thereof shall thereafter bear interest until
paid at the rate of twelve percent (12%) per annum, compounded monthly.
20. The Note also provides that in the event that either party commences a
Court proceeding in connection with the Note, the prevailing party shall be entitled to recover
from the other party all court costs and attorney's fees incurred by them in connection with the
proceeding.
21. The defendants, MACHRUS INC. and ISRAEL FRIEDMAN are presently in
default under the terms of the Note by failing to pay all sums due under the Note.
22. As of today, defendants MACHRUS INC. and ISRAEL FRIEDMAN owe the
principal sum of $967,159.90 under the Note.
23. As of the date herein, the defendants have failed to pay any portion of the sum of
$967,159.90 due under the Note despite plaintiffs demands for payment.
24. By reason of the foregoing, the plaintiff is entitled to judgment against the
defendants MACHRUS INC. and ISRAEL FRIEDMAN in the sum of $967,159.90 plus interest
at the rate of 12% per annum from April 1, 2023 and plaintiff's attorney's fees.
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AS AND FOR A THIRD CAUSE OF ACTION
25. The plaintiff repeats and realleges each and every allegation set forth in
"1" "24"
paragraphs thru of this complaint as if fully set forth at length herein.
26. The Agreement between plaintiff and defendant MACHRUS INC. provides that
the Consigned Inventory shall remain the property of plaintiff until such time as plaintiff receives
the Total Payout Amount or the Consigned Inventory is sold to a third party and plaintiff
receives payment for such sale.
27. The Agreement authorized plaintiff to file a UCC-1 Financing Statement with
respect to plaintiff's interest in the Consigned Inventory.
28. The Agreement further provides that, upon termination of the Agreement and
defendant MACHRUS INC.'s failure to satisfy all of its obligations under the Agreement within
fifteen (15) days of the termination, plaintiff may amend the UCC-1 Financing Statement to
expand the secured collateral to include not only the Consigned Inventory, but all of defendant
MACHRUS INC.'s assets (collectively the "Collateral").
29. Pursuant to the Agreement, on January 20, 2022, plaintiff filed a UCC-1
Financing Statement with the New York Secretary of State with respect to its interest in the
Consigned Inventory.
30. Thereafter, on March 16, 2023, plaintiff terminated the Agreement due to
defendant MACHRUS INC.'s failure to perform its obligations under the Agreement, including
payment of the Total Payout Amount.
31. Upon defendant MACHRUS INC.'s failure to pay and satisfy all of its obligations
under the Agreement within fifteen (15) das of the termination, plaintiff, pursuant to the
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Agreement, filed an amended to the UCC-1 Financing Statement expanding the Collateral to
include all of defendant MACHRUS INC.'s assets.
32. By reason of defendant MACHRUS's default under the Agreement and failure to
pay plaintiff the sum of $967,159.90, with interest from July 31, 2023, plaintiff is entitled to
pursue its remedies against the Collateral under the Agreement, the Uniform Commercial Code
and all other applicable laws.
AS AND FOR A FOURTH CAUSE OF ACTION
33. The plaintiff repeats and realleges each and every allegation set forth in
"1" "32"
paragraphs thru of this complaint as if fully set forth at length herein.
34. Upon information and belief, prior to the date hereof, defendant MACHRUS INC.
transferred all or part of the Collateral, to defendants ISRAEL FRIEDMAN, BREINDY
FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING SERVICE HOLDING INC.
AND UPPER BOUNCE TRAMPOLINE (the "Transfer").
35. Upon information and belief, the Transfer was made with actual intent to hinder,
delay, or defraud creditors of defendant MACHRUS INC., including Plaintiff
36. Upon information and belief, the Transfer was made without receiving a
reasonably equivalent value in exchange for the Transfer or obligation, and defendant
MACHRUS INC. was engaged, or were about to engage in a business or a transaction for which
the remaining assets of the debtor were unreasonably small in relation to the business or
transaction and/or defendant MACHRUS INC intended to incur, or believed or reasonably
should have believed that it would incur, debts beyond its ability to pay as they became due.
37. Upon information and belief, at the time of the Transfer, defendants ISRAEL
FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING
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SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE were Affiliates and/or or
Insiders of defendant MACHRUS INC. as defined under Article 10 of the New York Debtor and
Creditor Law.
38. Upon information and belief, subsequent to the Transfer, defendant MACHRUS
INC. retained possession or control of the transferred Collateral.
39. Upon information and belief, the Transfer was not disclosed to plaintiff or other
creditors.
40. Upon information and belief, before the Transfer was made, defendant
MACHRUS INC. was a defendant in several lawsuits and/or had been threatened with suit by
several creditors, including plaintiff.
41. Upon information and belief, the transfer was of substantially all defendant
MACHRUS INC.'s assets.
42. Upon information and belief, at the time of the Transfer, defendant MACHRUS
INC. was insolvent or became insolvent shortly after the Transfer was made.
43. Upon information and belief, the Transfer occurred shortly before or shortly after
a substantial debt was incurred, including the debt owed to plaintiff under the Agreement and
Note.
. 44. Upon information and belief, the debt under the Agreement and Note was owed to
plaintiff before the Transfer was made, and defendant MACHRUS INC. made the Transfer
without receiving a reasonably equivalent value in exchange for the Transfer and defendant
MACHRUS INC. was insolvent at that time, or became insolvent as a result, of the Transfer.
45. Upon information and belief, the debt owed to plaintiff under the Agreement and
Note arose before the Transfer was made and the Transfer was made to an Insider, as defined by
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Article 10 of the New York Debtor and Creditor Law for an antecedent debt, defendant
MACHRUS INC. was insolvent at that time the Transfer was made, and defendants ISRAEL
FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING
SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE had reasonable cause to
believe that defendant MACHRUS INC. was insolvent.
46. By reason of the foregoing, the Transfer is voidable as to plaintiff pursuant to
Article 10 of the New York Debtor and Creditor Law.
WHEREFORE, plaintiff, OUIBY, INC. DBA KICKFURTHER, demands judgment as
follows:
1. On the first cause of action judgment against defendant MACHRUS INC. in the
sum of $967,159.90 plus interest from July 31, 2023 and plaintiff's attorneys fees.
2. On the second cause of action judgment against defendants MACHRUS INC. and
ISRAEL FRIEDMAN in the sum of $967,159.90 plus interest at 12% per annum from April 1,
2023 and plaintiff's attorneys fees.
3. On the third cause of action judgnent against defendant MACHRUS INC.:
a. restraining and enjoining Machrus, Inc. and its agents from selling,
moving, liquidating, disposing, or permitting the removal of the Collateral;
b. compelling and Machrus, Inc. and its agents to segregate in an account
controlled by Plaintiff all proceeds of accounts receivable;
c. compelling Machrus, Inc. and its agents to tum over to Plaintiff in their
original form, all payments of accounts receivable now and hereafter received;
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d. compelling Machrus, Inc. and its agents to tum over to Plaintiff a
statement setting forth the names and addresses of defendant Machrus, Inc.'s account
debtors and the amount owed by each of them;
e. compelling Machrus, Inc. and its agents to assemble and make the
Collateral available or deliver the Collateral to Plaintiff in place for inspection, appraisal
and sale or other disposition pursuant to the Uniform Commercial Code in order to satisfy
the amounts due to Plaintiff;
f. authorizing Plaintiff to sell, liquidate, dispose of, or retain the Collateral in
a commercially reasonable manner, with the proceeds from same being applied first to
attorneys'
the costs of such sale or other disposition, including reasonable fees, and then
in reduction of the amounts due Plaintiff from Machrus, Inc.;
g. appointing a receiver, or other agent of this Court, to manage the affairs
of Machrus, Inc. and, as an alternative to the relief requested in and above, to take
(5) (6)
possession of the Collateral on behalf of Plaintiff and any other creditors of Machrus, Inc.
and to hold the Collateral pending further order of this Court;
h. ordering that the sheriff of any county of the State of New York wherein
the Collateral is found, be directed to seize the Collateral at issue, and for the purpose, if
the Collateral is not
Preview
FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ORANGE Index No.: Date Filed: OUIBY, INC. DBA KICKFURTHER SUMMONS Plaintiff, Plaintiff designates -against- Orange County as the Place of Trial MACHRUS INC., ISRAEL FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE The basis of venue is Defendants. the Defendant's residence or place of business To the above-named defendant: YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiff's attorney within twenty (20) days after the service of this summons, exclusive of the date of service (or within thirty (30) days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief requested in the complaint. Dated: White Plains, NY February 15, 2024 THE STUTTM LAW GROUP, P.C. By: JOEL S. UTTMAN, ESQ. Attorney r the Plaintiff 100 Manhattanville Road, Suite 4E20 Purchase, New York 10577 (914) 948-8392 Defendant address: MACHRUS INC. 2 Mill Street Cornwall, NY 12518 Filed in Orange County 03/14/2024 02:37:56 PM $0.00 Bk: 1 of 5156 16 Pg: 1970 Index: # EF002167-2024 Clerk: EBR FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 ISRAEL FRIEDMAN 4 Smith Farm Road Monroe, NY 12518 BREINDY FRIEDMAN 4 Smith Farm Road Monroe, NY 12518 PHARO DEALS LLC 2 Mill Street Cormwall, NY 12518 KSH BRANDS, LLC, 2 Mill Street Cormwall, NY 12518 KING SERVICE HOLDING INC 2 Mill Street Cormwall, NY 12518 UPPER BOUNCE TRAMPOLINE 2 Mill Street Cormwall, NY 12518 2 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ORANGE ---------------------------------------------------------------------x Index No.: Date Filed: OUIBY, INC. DBA KICKFURTHER Plaintiff, VERIFIED COMPLAINT -against- MACHRUS INC., ISRAEL FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE; Defendants. __-__-____________________,___,--____________________________________Ç Plaintiff, OUIBY, INC. DBA KICKFURTHER, by its attorney, THE STUTTMANLAW GROUP, P.C., as and for its verified complaint against the defendants, MACHRUS INC., ISRAEL FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE, alleges as follows: AS.AND FOR A FIRST CAUSE OF ACTION 1. At all relevant times hereinafter mentioned, the plaintiff, OUIBY, INC. DBA KICKFURTHER was and is a foreign or domestic corporation authorized to do business within the State of New York with an office for the transaction of business located at 1200 Pearl St. Ste. 404, Boulder, CO, 80302. 2. Upon information and belief, and at all relevant times hereinafter mentioned, defendant, MACHRUS INC., was and is a foreign or domestic corporation with an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518. 3. Upon information and belief, and at all relevant times hereinafter mentioned, defendant, ISRAEL FRIEDMAN was and is an individual residing at and/or with an with an office for the transaction of business located at 4 Smith Farm Road, Monroe, NY 10950. 3 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 4. Upon information and belief, and at all relevant times hereinafter mentioned, defendant, BREINDY FRIEDMAN was and is an individual residing at and/or with an with an office for the transaction of business located at 4 Smith Farm Road, Monroe, NY 10950. 5. Upon information and belief, and at all relevant times hereinafter mentioned, defendant, PHARO DEALS LLC, was and is a foreign or domestic limited liability company with an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518. 6. Upon information and belief, and at all relevant times hereinafter mentioned, defendant, KSH BRANDS, LLC, was and is a foreign or domestic limited liability company with an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518. 7. Upon information and belief, and at all relevant times hereinafter mentioned, defendant, KING SERVICE HOLDING INC., was and is a foreign or domestic corporation with an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518. 8. Upon information and belief, and at all relevant times hereinafter mentioned, defendant, UPPER BOUNCE TRAMPOLINE, was and is a foreign or domestic corporation with an office for the transaction of business located at 2 Mill Street, Cormwall, NY 12518. 9. On or about January 5, 2022, the plaintiff and defendant MACHRUS INC., entered into a certain Kickfurther Consignment Agreement (the "Agreement") in which plaintiff agreed to consign to the defendant, MACHRUS INC., certain goods set forth in the Agreement (the "Consigned Inventory") and, in return, defendant, MACHRUS INC. agreed to pay to the plaintiff the sum of $1,081,718.00 the ("Total Payout Amount"), plus other fees, late fees and penalties which may become due under the Agreement, or return the Consigned Inventory to the plaintiff. 4 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 10. Thereafter, plaintiff performed all of its obligations under the Agreement, including delivering the goods to the defendant or otherwise providing payment or reimbursement to suppliers manufacturing the goods, MACHRUS INC. 11. Thereafter, defendant MACHRUS INC. defaulted under the terms of the Agreement by failing to make the payments owed to plaintiff under the Agreement and by failing to return the Consigned Inventory to plaintiff. 12. As of July 31, 2023, defendant MACHRUS INC. owes the plaintiff the sum of $967,159.90 pursuant to the terms of the Agreement, no part of which has been paid although duly demanded. 13. The Agreement provides defendant MACHRUS INC. shall pay plaintiff all attorneys' expenses, including collection costs and fees, incurred by plaintiff in enforcing the defendant's payment obligations under the Agreement. 14. By reason of the foregoing, judgment should be entered in favor of the plaintiff and against the defendant MACHRUS INC. in the sum of $967,159.90 plus interest from July 31, 2023 and plaintiff's attorney's fees. AS AND FOR A SECOND CAUSE OF ACTION 15. The plaintiff repeats and realleges each and every allegation set forth in "1" "14" paragraphs thru of this complaint as if fully set forth at length herein. 16. On or about January 5, 2022, as an inducement for plaintiff to enter into the Agreement and to secure the payment by defendant MACHRUS INC. of all monies owed under the Agreement, defendants MACHRUS INC. and ISRAEL FRIEDMAN executed a certain promissory note (hereinafter the "Note") in the sum of $1,081,718.00 in favor of plaintiff 5 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 pursuant to which the defendants MACHRUS INC. and ISRAEL FRIEDMAN agreed to repay the Note on demand. 17. The Agreement between plaintiff and defendant MACHRUS INC. provides that plaintiff shall be able demand full payment on the Note in the event the Agreement is terminated. 18. Per the terms of the Agreement and the Note, on or about March 16, 2023, plaintiff terminated the Agreement and demanded that the defendants repay the Note. 19. The Note provides that if any payment due under the Note is not paid within fifteen (15) calendar days of the date due, the amount thereof shall thereafter bear interest until paid at the rate of twelve percent (12%) per annum, compounded monthly. 20. The Note also provides that in the event that either party commences a Court proceeding in connection with the Note, the prevailing party shall be entitled to recover from the other party all court costs and attorney's fees incurred by them in connection with the proceeding. 21. The defendants, MACHRUS INC. and ISRAEL FRIEDMAN are presently in default under the terms of the Note by failing to pay all sums due under the Note. 22. As of today, defendants MACHRUS INC. and ISRAEL FRIEDMAN owe the principal sum of $967,159.90 under the Note. 23. As of the date herein, the defendants have failed to pay any portion of the sum of $967,159.90 due under the Note despite plaintiffs demands for payment. 24. By reason of the foregoing, the plaintiff is entitled to judgment against the defendants MACHRUS INC. and ISRAEL FRIEDMAN in the sum of $967,159.90 plus interest at the rate of 12% per annum from April 1, 2023 and plaintiff's attorney's fees. 6 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 AS AND FOR A THIRD CAUSE OF ACTION 25. The plaintiff repeats and realleges each and every allegation set forth in "1" "24" paragraphs thru of this complaint as if fully set forth at length herein. 26. The Agreement between plaintiff and defendant MACHRUS INC. provides that the Consigned Inventory shall remain the property of plaintiff until such time as plaintiff receives the Total Payout Amount or the Consigned Inventory is sold to a third party and plaintiff receives payment for such sale. 27. The Agreement authorized plaintiff to file a UCC-1 Financing Statement with respect to plaintiff's interest in the Consigned Inventory. 28. The Agreement further provides that, upon termination of the Agreement and defendant MACHRUS INC.'s failure to satisfy all of its obligations under the Agreement within fifteen (15) days of the termination, plaintiff may amend the UCC-1 Financing Statement to expand the secured collateral to include not only the Consigned Inventory, but all of defendant MACHRUS INC.'s assets (collectively the "Collateral"). 29. Pursuant to the Agreement, on January 20, 2022, plaintiff filed a UCC-1 Financing Statement with the New York Secretary of State with respect to its interest in the Consigned Inventory. 30. Thereafter, on March 16, 2023, plaintiff terminated the Agreement due to defendant MACHRUS INC.'s failure to perform its obligations under the Agreement, including payment of the Total Payout Amount. 31. Upon defendant MACHRUS INC.'s failure to pay and satisfy all of its obligations under the Agreement within fifteen (15) das of the termination, plaintiff, pursuant to the 7 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 Agreement, filed an amended to the UCC-1 Financing Statement expanding the Collateral to include all of defendant MACHRUS INC.'s assets. 32. By reason of defendant MACHRUS's default under the Agreement and failure to pay plaintiff the sum of $967,159.90, with interest from July 31, 2023, plaintiff is entitled to pursue its remedies against the Collateral under the Agreement, the Uniform Commercial Code and all other applicable laws. AS AND FOR A FOURTH CAUSE OF ACTION 33. The plaintiff repeats and realleges each and every allegation set forth in "1" "32" paragraphs thru of this complaint as if fully set forth at length herein. 34. Upon information and belief, prior to the date hereof, defendant MACHRUS INC. transferred all or part of the Collateral, to defendants ISRAEL FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE (the "Transfer"). 35. Upon information and belief, the Transfer was made with actual intent to hinder, delay, or defraud creditors of defendant MACHRUS INC., including Plaintiff 36. Upon information and belief, the Transfer was made without receiving a reasonably equivalent value in exchange for the Transfer or obligation, and defendant MACHRUS INC. was engaged, or were about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction and/or defendant MACHRUS INC intended to incur, or believed or reasonably should have believed that it would incur, debts beyond its ability to pay as they became due. 37. Upon information and belief, at the time of the Transfer, defendants ISRAEL FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING 8 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE were Affiliates and/or or Insiders of defendant MACHRUS INC. as defined under Article 10 of the New York Debtor and Creditor Law. 38. Upon information and belief, subsequent to the Transfer, defendant MACHRUS INC. retained possession or control of the transferred Collateral. 39. Upon information and belief, the Transfer was not disclosed to plaintiff or other creditors. 40. Upon information and belief, before the Transfer was made, defendant MACHRUS INC. was a defendant in several lawsuits and/or had been threatened with suit by several creditors, including plaintiff. 41. Upon information and belief, the transfer was of substantially all defendant MACHRUS INC.'s assets. 42. Upon information and belief, at the time of the Transfer, defendant MACHRUS INC. was insolvent or became insolvent shortly after the Transfer was made. 43. Upon information and belief, the Transfer occurred shortly before or shortly after a substantial debt was incurred, including the debt owed to plaintiff under the Agreement and Note. . 44. Upon information and belief, the debt under the Agreement and Note was owed to plaintiff before the Transfer was made, and defendant MACHRUS INC. made the Transfer without receiving a reasonably equivalent value in exchange for the Transfer and defendant MACHRUS INC. was insolvent at that time, or became insolvent as a result, of the Transfer. 45. Upon information and belief, the debt owed to plaintiff under the Agreement and Note arose before the Transfer was made and the Transfer was made to an Insider, as defined by 9 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 Article 10 of the New York Debtor and Creditor Law for an antecedent debt, defendant MACHRUS INC. was insolvent at that time the Transfer was made, and defendants ISRAEL FRIEDMAN, BREINDY FRIEDMAN, PHARO DEALS LLC, KSH BRANDS, LLC, KING SERVICE HOLDING INC. AND UPPER BOUNCE TRAMPOLINE had reasonable cause to believe that defendant MACHRUS INC. was insolvent. 46. By reason of the foregoing, the Transfer is voidable as to plaintiff pursuant to Article 10 of the New York Debtor and Creditor Law. WHEREFORE, plaintiff, OUIBY, INC. DBA KICKFURTHER, demands judgment as follows: 1. On the first cause of action judgment against defendant MACHRUS INC. in the sum of $967,159.90 plus interest from July 31, 2023 and plaintiff's attorneys fees. 2. On the second cause of action judgment against defendants MACHRUS INC. and ISRAEL FRIEDMAN in the sum of $967,159.90 plus interest at 12% per annum from April 1, 2023 and plaintiff's attorneys fees. 3. On the third cause of action judgnent against defendant MACHRUS INC.: a. restraining and enjoining Machrus, Inc. and its agents from selling, moving, liquidating, disposing, or permitting the removal of the Collateral; b. compelling and Machrus, Inc. and its agents to segregate in an account controlled by Plaintiff all proceeds of accounts receivable; c. compelling Machrus, Inc. and its agents to tum over to Plaintiff in their original form, all payments of accounts receivable now and hereafter received; 10 of 16 FILED: ORANGE COUNTY CLERK 03/14/2024 02:37 PM INDEX NO. EF002167-2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 03/14/2024 d. compelling Machrus, Inc. and its agents to tum over to Plaintiff a statement setting forth the names and addresses of defendant Machrus, Inc.'s account debtors and the amount owed by each of them; e. compelling Machrus, Inc. and its agents to assemble and make the Collateral available or deliver the Collateral to Plaintiff in place for inspection, appraisal and sale or other disposition pursuant to the Uniform Commercial Code in order to satisfy the amounts due to Plaintiff; f. authorizing Plaintiff to sell, liquidate, dispose of, or retain the Collateral in a commercially reasonable manner, with the proceeds from same being applied first to attorneys' the costs of such sale or other disposition, including reasonable fees, and then in reduction of the amounts due Plaintiff from Machrus, Inc.; g. appointing a receiver, or other agent of this Court, to manage the affairs of Machrus, Inc. and, as an alternative to the relief requested in and above, to take (5) (6) possession of the Collateral on behalf of Plaintiff and any other creditors of Machrus, Inc. and to hold the Collateral pending further order of this Court; h. ordering that the sheriff of any county of the State of New York wherein the Collateral is found, be directed to seize the Collateral at issue, and for the purpose, if the Collateral is not