Preview
FILED: NEW YORK COUNTY CLERK 07/26/2013 INDEX NO. 652637/2013
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 07/26/2013
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
--------------------------------------------------------------------X
BRANDSWAY HOSPITALITY, LLC a/k/a
BRANDSWAY HOSPITALITY, INDIEFORK Index No.
LLC and MATTHEW LEVINE,
Plaintiffs,
-against- VERIFIED COMPLAINT
DELSHAH CAPITAL, LLC, DELSHAH
MANAGEMENT, LLC, MICHAEL K. SHAH,
VICTOR JUNG, V GLOBAL HOLDINGS
INC., 133 ESSEX RESTAURANT, LLC a/k/a
SONS OF ESSEX, BLACK LABEL
RESIDENTIAL LLC, 19 STANTON
RESTAURANT, LLC a/k/a COCKTAIL
BODEGA a/k/a COCKTAIL BODEGA
UNDERGROUND, 61 GANS RESTAURANT
LLC, GRIFFON GANSEVOORT HOLDINGS,
LLC, GRIFFON GANSEVOORT HOLDINGS,
LLC, GRIFFON MANAGEMENT, LLC,
GRIFFON 55 GANS LLC, GRIFFON 55
GANS, LLC, GRIFFON GANS MANAGER,
LLC, GRIFFON 19 STANTON LLC, 19
STANTON STREET, LLC, 19 STANTON
STREET, LLC, GRIFFON 1356 LLC,
GRIFFON Q, LLC, GRIFFON GANS, LLC,
GRIFFON GANS MANAGER, LLC, GRIFFON
HOLDINGS, LLC, GRIFFON INVESTMENT,
LLC, GRIFFON INVESTMENT GROUP, LLC,
GRIFFON INVESTMENT HOLDINGS, LLC,
1356 RESTAURANT LLC a/k/a PETALUMA
RESTAURANT, 170 MERCER
RESTAURANT LLC, MOON 170 MERCER,
INC., 58-60 NINTH REALTY LLC,
GANSEVOORT 69 LLC, DELSHAH
GANSEVOORT 69, LLC, 69 GANSEVOORT
RESTAURANT, INC., DELSHAH 60 NINTH,
LLC, DELSHAH 60 NINTH MANAGER, LLC,
INDIEFORK HOSPITALITY LLC, JAMES
CHOUNG, JCNY, LLC, PAYCHEX, INC.,
JPMORGAN CHASE & CO. and JOHN DOE
#1 through #10,
Defendants.
JOHN DOE #1 through #10 are fictitious and
unknown to the plaintiffs,the person or parties
intended being the persons or parties, if any, having
or claiming an ownership interestin any of the
defendant companies or the real property in which
they are situated but whose identity is not known.
--------------------------------------------------------------------X
Plaintiffs Brandsway Hospitality, LLC a/k/a Brandsway Hospitality, IndieFORK, LLC and
Matthew Levine (together “Plaintiffs”), by and through their attorneys Danzig Fishman & Decea,
as and for their verified complaint allege as follows:
Preliminary Statement
1. Plaintiff Brandsway Hospitality, LLC a/k/a Brandsway Hospitality (“Brandsway”),
is a full service food and beverage hospitality and operations firm based in New York City.
Pursuant to a written contract with defendant 133 Essex Restaurant, LLC, Brandsway was the
managing partner and co-owner of certain New York City restaurants and lounges including Sons
of Essex, Cocktail Bodega, Cocktail Bodega Underground, 61 Gans Restaurant, LLC, and
Petaluma (collectively the “Restaurants”).
2. On April 23, 2013, Brandsway was terminated by defendant 133 Essex Restaurant
LLC which declared unilaterally that Brandsway’s ownership interest conferred under the contract
was rescinded. At the time of its termination Brandsway was a partner in the concept, selection and
development of additional restaurant venues including 53-61 Gansevoort Street located in the
Meatpacking District (the “Meatpacking Space”), and the development and marketing of 170
Mercer Street located in Soho (the “Soho Space”) and of 58-60th Ninth Avenue (collectively the
Meatpacking Space and the Soho Space shall be referred to herein as the “Catering Venues”).
Prior to the wrongful termination, Brandsway had single-handedly built and branded the
Restaurants and Catering Venues into highly successful business ventures. Defendant Michael K.
2
Shah (“Shah”), conveniently took the position that the termination was for cause, but it
conspicuously occurred: (i) one week before the Meatpacking Space opened to the public as a beer
garden; (ii) one week before the 2nd floor space opened to the public for DJ promoted parties (both
events had been orchestrated by Plaintiffs and would stand to make significant profits); (iii) one
week before the transaction and contract whereby DelShah Capital, LLC (“DelShah Capital”)
purchased the 69 Gansevoort real property was officially closed; and (iv) two weeks before Shah
was scheduled, without Levine’s knowledge, to appear before the community board for the Soho
Space and 58-60 Ninth Avenue. All of these events would grow the business of Levine and Shah
and increase their revenue.
3. The “for cause” termination of Brandsway ostensibly was for failure to attain profit
goals; but, in reality it was contrived to prevent Brandsway from profiting from the Restaurants
and Catering Venues and to otherwise attempt to divest Plaintiffs of their ownership interest in the
Restaurants, Catering Venues and the other projects described herein.
4. Plaintiff Matthew Levine (“Levine”) is the principal of Brandsway. Levine, a highly
regarded food and beverage industry insider, who was solicited by Shah, the principal of
defendants DelShah Capital and DelShah Management, LLC, a real estate firm, (collectively, the
“DelShah Entities”) to create, market, manage and operate a restaurant to be opened at 133 Essex
Street, New York, New York (“Essex Property”) later named by Levine as Sons of Essex (“Sons
of Essex”), and other restaurant ventures to be agreed to by DelShah Capital and Brandsway. Prior
to Sons of Essex, among other things, Levine attained significant success owning and operating
The Eldridge cocktail bar and lounge, a Manhattan hot spot, frequented by regulars such as Donald
Trump, Prince and Richard Branson, and was the recipient of many hospitality and industry
awards, such as “Best Display of Marketing Genius” by the Village Voice. Levine also opened
3
Georgica Restaurant in Wainscot in the Town of East Hampton, New York which is now in its
fifth year of operation. In addition, Levine ran the food and beverage operations for The Hotel on
Rivington for a year and a half handling the entire restaurant and rooftop lounge operations.
Levine has a spotless record without a single State Liquor Authority (“SLA”) violation or 311 calls
for the six years preceding this dispute, and is an active member in the community, organizing and
producing many charity events to help raise money for the Lower East Side, even holding a seat on
the Lower East Side Business Improvement District board. Levine branded and operated Sons of
Essex to high standards receiving a Grade A from the Department of Health, and winning awards
since November 2011, such as “Favorite NYC Hotspot of 2012” by HollywoodLife.com, “Favorite
Comfort Foods of 2012” by RestaurantGirl.com, “Named 1 of 5 Biggest Openings of the Year” –
Thrillist, featured as the #1 of 5 “hot restaurant openings by Forbes.com, voted “Top 10 Hotspot in
the Tri-State Area” by OpenTable.com, 4 out of 5 stars on Google.com + Review, receiving a 97%
by UrbanSpoon (which is a very high rating, ranking Sons of Essex as one of the top restaurants in
New York City), and a “Top 10” restaurant in New York by Jet Set report, receiving yet another
97% ranking it the 6 highest ranked restaurant in New York, behind notable restaurants such as Per
Se, NoMad, The Lambs Club, Atera and Minetta Tavern, among many other accolades and
awards. Levine booked publicity and revenue generating events, such as: (i) Justin Bieber’s Album
Release Dinner; (ii)Padma Lashskimi’s birthday dinner; (iii)the movie premiere of the
blockbuster Twilight, New Moon; (iv) Nylon Magazine Dinner for Mary Kate & Ashley Olsen;
and (v) the movie premiere of the blockbuster Rock of Ages. Sons of Essex would court such
guests as Ben Stiller, Sting, Will Ferrell, and Usher. New York Magazine writes on their website
profile on Sons of Essex, “Levine’s celebrity-packed Rolodex has offered enough Page Six who’s
who sightings to merit the in crowd’s stamp of approval.”
4
5. Levine was the face of the operations at Sons of Essex. Due to Levine’s
community support, perfect track record and stellarreputation Levine was responsible for
obtaining and the transfers of the liquor licenses under which the Restaurants operated. The
previous tenant at 133 Essex Street had many violations, 311 calls, underage drinking; it was a
troubled asset, and DelShah Capital was potentially going to lose the liquor license without a
qualified tenant. Defendant Shah, through his various entities, was the primary investor responsible
for purchasing the properties identified in collaboration with, and mostly by, Plaintiffs for future
restaurant venues. Defendants DelShah Capital and Shah were only able to obtain favorable
financing for various real estate ventures using Levine’s biography, and food and beverage success
since this financing was contingent upon the involvement of a proven restaurant operator. For this
reason, in addition to investing his time and money, in many cases Levine personally guaranteed
the liabilities associated with those real estate ventures as one of the owners thereof.
6. Plaintiff IndieFORK, LLC (“IndieFORK”), was formed by Levine to provide
innovative food and beverage options in an alternative environment to the mainstream restaurant
and food industry. Levine is the sole member of IndieFORK. IndieFORK also attempted to
undertake, by necessity, the handling of certain aspects of the Sons of Essex business including
managing itspayroll afterLevine discovered that employees of Sons of Essex were providing
services to other projects of Shah and Victor Jung (“Jung”) through the defendants named in this
action, among others, in violation of State and Federal law. IndieFORK’s goal was to become an
umbrella entity structured to attempt to organize payroll, revenue and expenses of each of the
venues that defendant DelShah Capital and Brandsway were acquiring including the Restaurants
and Catering Venues.
5
7. Defendants Shah and DelShah Capital, DelShah Management, LLC (“DelShah
Management”), in conspiracy with defendant Jung, a felon convicted of perpetrating a white collar
fraud scheme, and, upon information and belief, Jung’s company V Global Holdings, Inc., have
undertaken to divert all of the work, good will and assets belonging to Brandsway and IndieFORK
to themselves and to the exclusion of Plaintiffs. Defendants have terminated Brandsway and have
declared that the Restaurants and Catering Venues are theirs and that neither Levine, Brandsway
nor IndieFORK have any interest in any of them.
8. Levine recently discovered that defendant Jung, who identifies himself as Executive
Vice President of DelShah Capital, was looting Sons of Essex, which is owned by defendant 133
Essex Restaurant LLC. Some of the monies defalcated from Sons of Essex were commingled to
fund other projects including the Restaurants and Catering Venues or otherwise hypothecated by
defendants Shah and Jung through the facilities of the DelShah Entities and the other defendants
named herein in an effort to defraud the Internal Revenue Service (“IRS”) and New York State
Department of Taxation and Finance (“NYS Dept. Tax”), and steal from Plaintiffs. Because
defendant Shah is an attorney licensed to practice law in New York, Levine relied upon the ethics
applicable to all attorneys at law in trusting that Shah would not violate the law and for this reason
too he never anticipated that Shah would commingle funds between the various businesses he
owned to defraud the IRS and NYS Dept. Tax and divert funds for personal gain.
9. Shah provided to Jung control over the accounting, books, payroll and financial
records of Sons of Essex through which they collaborated to divert cash receipts, commingle
company funds, convert premium foods and illegally transport liquor owned by Sons of Essex to
other venues (the latter countless transgression are violations of SLA regulations).
6
10. In addition, Shah, through Jung, authorized employees of Sons of Essex, including
defendant James Choung (“Choung”), to forge Levine’s signature on documents. Levine’s name
was forged on many checks. Choung, with permission from Jung, also forged Levine’s signature
on credit applications to vendors, even using Levine’s social security number to obtain various
credit cards without Levine’s knowledge let alone consent. To date it is unknown what, if any,
additional documents were forged by Choung at the direction of Jung who appears capable of
anything and is already a convicted felon.
11. Acting in concert with Shah, Jung regularly and surreptitiously used employees of
Sons of Essex to work at: (i) the Restaurants and the Catering Venues; (ii) his and Shah’s personal
residences; and (iii)other personal tasks.Jung and Shah caused Sons of Essex to pay for the
personnel of many, ifnot all,unrelated projects. This defalcation scheme not only increased
expenses, which were booked as such to offset income from the profitable Restaurants and
Catering Venues, but it diverted potential profits and earnings from Sons of Essex. While Shah and
Jung have diverted and converted money and profits from Sons of Essex for their personal use, the
main reason stated for the termination of Brandsway and Levine is that Sons of Essex failed to
reach defendants Shah and Jung’s unilaterally imposed profit margins (metrics) in contravention of
the calculation provided for under the contract between DelShah Capital and Brandsway. In
reality, Sons of Essex was so profitable that it allowed DelShah Capital and Brandsway to branch
out into additional business ventures as is further described below.
12. Defendants Shah and Jung have also diverted the profits of Sons of Essex to make
illegal political contributions to the mayoral candidacy of Bill De Blasio and a candidate for the
New York City Public Advocate, Reshma Saunjani. By using the assets and profits of Sons of
7
Essex on unrelated projects and for political lobbying, defendants intended to disguise such profits
as legitimate business expenses to avoid paying income and sales tax.
13. When Plaintiffsinquired about or challenged any of the foregoing acts of Jung
which appeared questionable, Shah and Jung told Levine that any modifications made to the
revenue of Sons of Essex or its staff was all legitimate, were being booked properly and would be
reconciled by the accountants at year end.
14. In an effort to build the business which Levine believed he and Shah were
establishing as 50/50 partners through IndieFORK, Levine allowed certain events he coordinated
to be booked through the Catering Venues and Restaurants rather than at Sons of Essex, because
Sons of Essex was exceeding financial projections, and Levine was not under pressure to bring
events to Sons of Essex to maximize sales. At the request of defendants, Sons of Essex revenue
was not maximized by booking events at defendants’ other ventures per Jung’s directives. These
events included: (i) Promotional Parties; (ii) HBO Events; (iii) W Magazine Holiday Party; (iv)
Island Def Jam Party; (v) Red Bull Sponsorship events; (vii) G-Shock Watch Launch party; (viii)
Translation Media Dinner; and (ix) Tribeca Film Festival Events. These are all examples of what
amounted to additional significant revenue which Plaintiffs believe to be in excess of $500,000,
but were not credited to Sons of Essex. In addition, day to day Levine received multiple calls,
emails and texts requesting reservations at the Restaurants and Catering Venues which he provided
to customers as an owner of those venues and also suggested customers try the Restaurants and
Catering Venues when Sons of Essex was booked. Jung consistently requested that Levine move
dinners, events and sponsorship dollars from Sons of Essex to the Meatpacking Space, to help
facilitate payment of the real estate expenses for that venue, including the mortgage and electric
bills, which were in excess of $100,000 monthly. Jung even directed Sons of Essex staff to book
8
events and reservations to defendants’ other venues; Levine was not made aware that many of
these events were re-routed to other venues nor was Levine aware that the re-allocation of revenue
by Shah and Jung between the venues was part of a scheme to divest Plaintiffs of their interests in
the Restaurants and Catering Venues.
15. In the end, Shah and Jung, in an attempt to divest Levine of his valid interests,
wrongfully terminated Levine ostensibly because of the failure of Sons of Essex to achieve certain
performance metrics. When Levine asked how and why he had not purportedly met metric levels,
Shah had absolutely no figures or metric levels available to demonstrate the purported failure;
Shah had no explanation for the termination. Shah’s only response was that Levine was
“terminated for missing metrics” with absolutely no numbers to back up his false allegation.
Immediately after the termination of Levine and Brandsway, defendants Shah and Jung prevented
Levine from taking his earned interest in the Restaurants and Catering Venues and even refused
him access to those locations although Levine is named on the liquor licenses for each of the
locations and is a personal guarantor of many of the leases. To complete the scheme Shah and Jung
declared that they were the sole owners of all of the Restaurants and Catering Venues.
16. When the dust settled, Levine and Brandsway, which had created Sons of Essex and
worked tirelesslythereafter to build and promote it,as well as the Restaurants and Catering
Venues, were out of all the businesses and Levine was told he had no ownership interest in
anything.
17. Shah and Jung were unfamiliar with the food and beverage industry and had no
contacts in the industry prior to Levine’s involvement. Defendants Shah and Jung used Brandsway
and Levine, their partners, when it suited their agenda, to: (i) gain contacts and resources in the
food and beverage industry; (ii) obtain liquor licenses; (iii) sign community board stipulations; (iv)
9
obtain bank financing; (v) obtain credit from certain vendors; (vi) obtain money from the brand
partnerships, special events, and promotional activities; and (vii) creating the branding and public
relations of the venues, all based on Brandsway and Levine’s name and standing in the industry.
When the fruits of Levine’s labor were realized, and Brandsway’s brand made the Restaurants and
Catering Venues successful, the contract with Brandsway and Levine was terminated under false
pretenses.
18. In a transparent attempt to avoid paying to Brandsway and Levine the amounts due
to them as owners of the Restaurants and Catering Venues, Defendants gratuitously characterized
Plaintiffs as promoters with no ownership interest in the Restaurants and Catering Venues.
However, the SLA filings,tax filings and extensive correspondence of the relevant businesses
reveal conclusively that Brandsway and Levine are owners and are entitled to theirownership
interest in all of the businesses wrongfully wrested from them.
19. Shah claims that Levine failed to meet metrics, but according to the final Sons of
Essex pre-opening 2012 Financial Projection Model that Jung attached to an email sent to Levine
and Shah on January 4, 2012, the financial projections were $2,763,490. Levine not only surpassed
these financial projections, but he exceeded them greatly, bringing in $3,471,873 from January
2012 to December 2012, not including pre-opening and 2011 revenues from October, November,
December totalingapproximately an additional $350,000. Levine exceeded DelShah Capital’s
financial projections by $1,000,000 in 2012; Jung and Shah projected revenue of $3,800,000 -
$4,500,000 for 2013. As Jung referenced by email, the previous owner/operator at 133 Essex
Street in the same space prior to Sons of Essex generated “$1.2mm.” Levine generated 2.9 times
that revenue in 2012, and was on pace to generate almost 3.8 times that amount in 2013 per Jung
10
and Shah’s own calculations. As demonstrated below, Shah repeatedly praised the success of Sons
of Essex due to Levine’s stewardship.
20. Levine’s false termination was ultimately not about metrics, as Levine surpassed
and exceeded those goals. With Sons of Essex being a massive success as Jung and Shah pointed
out repeatedly in over 2 years of email correspondence, this was about Shah and Jung wanting
complete access and control, they did want to Levine questioning theirauthority and illegal
activity. Not hitting metrics was never a discussion point.
21. Absent the relief requested in this action, defendants will succeed and all of
Plaintiffs’ hard work will be taken by defendants. In addition, Levine’s reputation in the food and
beverage industry will be irreparably destroyed by ex-convict Jung, who has continued to date to
defame and harass Levine via social media sites such as Twitter and Instagram as well as in emails
to the press and third parties, including creditors,industry insiders and vendors. Indeed, as
evidenced by emails Levine received from Sons of Essex employees after his purported
termination, described below, Jung went so far as to go around Sons of Essex, admitting to staff
that if Levine was to sue the DelShah Entities, that Levine will win that suit within 5 years.
The Parties
22. Brandsway is a company organized and existing pursuant to the laws of the State of
New York with its principal office in the State of New York, New York County.
23. IndieFORK is a company organized and existing pursuant to the laws of the State of
New York with its principal office in the State of New York, New York County. Levine is the sole
member of IndieFORK.
24. Levine is a resident of the State of New York, New York County.
11
25. DelShah Capital is a company organized and existing pursuant to the laws of the
State of New York with its principal office in the State of New York.
26. DelShah Management is a company organized and existing pursuant to the laws of
the State of New York with its principal office in the State of New York.
27. Shah is a resident of the State of New York, residing in New York City.
28. V Global Holdings Inc. (“V Global”) is a corporation organized and existing under
the laws of the State of New York with its principal place of business in the State of New York.
Upon information and belief Jung is the principal of V Global.
29. Jung is, upon information and belief, a resident of the State of New Jersey and the:
(i) executive vice president of DelShah Capital; and (ii) Chairman & CEO of V Global.
30. 133 Essex Restaurant, LLC d/b/a Sons of Essex is a company organized and
existing pursuant to the laws of the State of New York with its principal place of business in the
State of New York. Brandsway is a member of Sons of Essex.
31. Black Label Residential LLC (“Black Label”) is a company organized and existing
pursuant to the laws of the State of New York with its principal place of business in the State of
New York. Black Label is an entity who is, upon information and belief, owned by Shah; Black
Label is the landlord of Sons of Essex. Black Label Residential LLC owns the firstfloor and
basement of the building located at 133 Essex Street where Sons of Essex restaurant is situated.
32. 19 Stanton Street, LLC (NY) is a company organized and existing pursuant to
the laws of the State of New York with its principal place of business in the State of New York.
Upon information and belief DelShah Capital and/or Shah is the principal of 19 Stanton Street,
LLC (NY). Further, 19 Stanton Street, LLC (NY) is, upon information and belief, the owner of real
property at 19 Stanton Street, New York, New York (“19 Stanton Street Building”).
12
33. 19 Stanton Street, LLC (DE) is a company organized and existing to the laws of the
State of Delaware with its principal place of business in the State of New York. Upon information
and belief DelShah Capital and/or Shah is the principal of 19 Stanton Street, LLC (DE).
34. 19 Stanton Restaurant, LLC, a/k/a Cocktail Bodega, a/k/a Cocktail Bodega
Underground (collectively “Cocktail Bodega”), is a company organized and existing pursuant to
the laws of the State of New York with its principal place of business in the State of New York.
Brandsway is a member of Cocktail Bodega. Levine is listed as a 50% owner of 19 Stanton
Restaurant, LLC on all SLA documents filed with New York State.
35. 61 Gans Restaurant LLC is a company organized and existing pursuant to the laws
of the State of New York with its principal place of business in the State of New York. Brandsway
is a member of 61 Gans Restaurant LLC. Levine is listed as a 50% owner of 61 Gans Restaurant
LLC on all SLA documents filed with New York State.
36. Griffon Gansevoort Holdings, LLC (NY)(“Gansevoort Holdings”) isa company
organized and existing pursuant to the laws of the State of New York with its principal place of
business in the State of New York. Gansevoort Holdings is,upon information and belief, the
owner of real property at the Meatpacking Space. Upon information and belief DelShah Capital
and/or Shah is the principal of Gansevoort Holdings.
37. Griffon Gansevoort Holdings, LLC (DE) is a company organized and existing
pursuant to the laws of the State of Delaware with its principal place of business in the State of
New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon
Gansevoort Holdings, LLC (DE).
13
38. Griffon Management, LLC is a company organized and existing pursuant to the
laws of the State of Delaware with its principal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Griffon Management, LLC.
39. Griffon 55 Gans LLC (NY) is a company organized and existing pursuant to the
laws of the State of New York with its principal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Griffon 55 Gans LLC (NY).
40. Griffon 55 Gans, LLC (DE) is a company organized and existing pursuant to the
laws of the State of Delaware with its principal place of business in the State of New York. Upon
information and beliefDelShah Capital and/or Shah is the principal of Griffon 55 Gans, LLC
(DE).
41. Griffon Gans Manager, LLC (NY) is a company organized and existing pursuant
to the laws of the State of New York with its principal place of business in the State of New York.
Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Gans
Manager, LLC (NY).
42. Griffon Gans Manager, LLC (DE) is a company organized and existing pursuant
to the laws of the State of Delaware with its principal place of business in the State of New York.
Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Gans
Manager, LLC (DE).
43. Griffon Q, LLC is a company organized and existing pursuant to the laws of the
State of New York with its principal place of business in the State of New York. Upon information
and belief DelShah Capital and/or Shah is the principal of Griffon Q, LLC.
14
44. Griffon Gans, LLC is a company organized and existing pursuant to the laws of
the State of Delaware with itsprincipal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Griffon Gans, LLC.
45. Griffon 19 Stanton LLC is a company organized and existing pursuant to the laws
of the State of New York with its principal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Griffon 19 Stanton LLC
(NY).
46. Griffon 1356 LLC, is a company organized and existing pursuant to the laws of the
State of New York with a principal place of business in the State of New York. Griffon 1356 LLC
is, upon information and belief,the owner of real property at 1356 1st Ave #2D, known as
Petaluma Restaurant. Upon information and belief Del Shah and/or Shah is the principal of Griffon
1356 LLC. Brandsway is a member of Griffon 1356 LLC.
47. 1356 Restaurant LLC a/k/a Petaluma Restaurant is a company organized and
existing pursuant to the laws of the State of New York with a principal place of business in the
State of New York. Upon information and belief Del Shah and/or Shah is the principal of 1356
Restaurant LLC.
48. Griffon Holdings, LLC is a company organized and existing pursuant to the laws of
the State of Delaware with itsprincipal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Griffon Holdings, LLC.
49. Griffon Investments, LLC is a company organized and existing pursuant to the laws
of the State of Delaware with itsprincipal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Griffon Investments, LLC.
15
50. Griffon Investment Group LLC is a company organized and existing pursuant to the
laws of the State of Delaware with its principal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Griffon Investment Group
LLC.
51. Griffon Investment Holdings, LLC is a company organized and existing pursuant to
the laws of the State of Delaware with its principal place of business in the State of New York.
Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Investment
Holdings, LLC.
52. 170 Mercer Restaurant LLC (“170 Mercer”) is a company organized and existing
pursuant to the laws of the State of New York with its principal place of business in the State of
New York. 170 Mercer Restaurant LLC, upon information and belief, holds a leasehold interest in
real property and building located at 170 Mercer Street, which is the future site of a restaurant to
be located on the first floor of the building. Brandsway is a member of 170 Mercer Restaurant
LLC.
53. Moon 170 Mercer, Inc. is a company organized and existing pursuant to the laws of
the State of Delaware with itsprincipal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of Moon 170 Mercer, Inc.
54. 58-60 Ninth Realty LLC is a company organized and existing pursuant to the laws
of the State of New York with a principal place of business in the State of New York. 58-60 Ninth
LLC is, upon information and belief, the owner of the real property and building located at 58-60
Ninth Avenue, known as Pop Burger restaurant (referred to herein as “Pop Burger”). Upon
information and belief DelShah Capital and/or Shah is the principal of 58-60 Ninth Realty LLC.
16
55. Gansevoort 69 LLC (“69 Gansevoort”), is a company organized and existing
pursuant to the laws of the State of New York with its principal place of business in the State of
New York. 69 Gansevoort isupon information and belief,the owner of the real property and
building located at 69 Gansevoort Street, and is the future site of a restaurant to be located on the
firstfloor of the building. Upon information and belief DelShah Capital and/or Shah is the
principal of 69 Gansevoort.
56. DelShah Gansevoort 69, LLC is a company organized and existing pursuant to the
laws of the State of New York with its principal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of DelShah Gansevoort 69,
LLC.
57. 69 Gansevoort Restaurant, Inc. is a company organized and existing pursuant to the
laws of the State of New York with its principal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of 69 Gansevoort Restaurant,
Inc.
58. DelShah 60 Ninth, LLC is a company organized and existing pursuant to the laws
of the State of New York with its principal place of business in the State of New York. Upon
information and belief DelShah Capital and/or Shah is the principal of DelShah 60 Ninth, LLC.
59. DelShah 60 Ninth Manager, LLC is a company organized and existing pursuant to
the laws of the State of Delaware with its principal place of business in the State of New York.
Upon information and belief DelShah Capital and/or Shah is the principal of DelShah 60 Ninth,
LLC. Upon information and belief, Shah created this company secretly to facilitate and perpetrate
his scheme of fraud against Levine by possessing a company of which Levine had no knowledge
in order to secret partnership assets too.
17
60. IndieFORK Hospitality LLC is a company organized and existing pursuant to the
laws of the State of New York with a principal office in the State of New York. Upon information
and belief, IndieFORK Hospitality LLC is owned by Jung and/or Shah.
61. Choung, is upon information and belief, the director of operations of Sons of Essex,
61 Gans Restaurant LLC, 19 Stanton Restaurant LLC and Petaluma. Choung is, upon information
and belief, a resident of the State of New York.
62. JCNY, LLC is a company organized and existing pursuant to the laws of the State
of New York with its principal place of business in the State of New York. Upon information and
belief, Choung is the principal of JCNY, LLC.
63. Paychex, Inc. (“Paychex”) is a corporation organized and existing under the laws of
the Delaware with its principal place of business in the State of New York.
64. JPMorgan Chase & Co., (“Chase Bank”), is a corporation organized and existing
under the laws of the Delaware with its principal place of business in the State of New York.
65. Defendants named “John Doe # 1 through John Doe # 10" are persons or parties in
possession of, having or claiming an ownership interest in any of the defendant companies or the
real property in which they are situated but whose identity is not yet known.
Facts Common To All Allegations
(I) The Management and Operations Agreement
66. On or about March 9, 2011, DelShah Capital and Brandsway entered into an
agreement for the management and operation of Sons of Essex, a restaurant located at the Essex
Property (the “Management and Operations Agreement”), a copy of which is annexed hereto as
Exhibit A. Paragraph 1 of Management and Operations Agreement grants to Brandsway a right of
first refusal on any “deal or opportunity in which (DelShah Capital) has the ability to hire a third-
18
party operator/manager at another project.” In addition, the term of the Management and
Operations Agreement is for, “eternity or until such time as the option described herein vests…”
(Exhibit A, ¶2).
67. Under the Management and Operations Agreement, Brandsway and its principal
Levine was to run the day to day operations of Sons of Essex. Levine is an award winning
restaurateur with a significant background in hospitality and restaurant branding and marketing
with lifelong connections in the food and beverage industry. He is well regarded by most, if not all,
community development groups throughout New York City. Thus, Levine was retained by Shah,
among other things, to advise and support DelShah Capital, a real estate company with expertise in
purchasing affordable housing and distressed properties, regarding the development of future
restaurants locations so that DelShah Capital could acquire the real property to house such
restaurants, upon information and belief, to maximize the return of DelShah Capital’s ownership
interest as the rent payable by a restaurant with a liquor license is nearly double that of a retail
establishment. Sons of Essex was the firstproject in which DelShah Capital invested and
Brandsway and Levine operated.
68. Upon information and belief,without a proven restaurant operator like Levine,
DelShah Capital would not have qualified for favorable refinancing for 133 Essex. DelShah
Capital had the capitalnecessary to obtain re-financing, however, in order to obtain reduced
interest rates, DelShah Capital had to demonstrate to the bank that it had a bona fide tenant in place
likely to pay rent consistently. DelShah Capital used the curriculum vitae of Levine to demonstrate
that Levine had impeccable credentials in the food and beverage industry to obtain the better rates
for refinancing. For example, early on in the process to purchase of another property Jung wrote to
19
Levine “the bank called us to bid yesterday. Anyway, we mentioned to the bank that if we did the
development, we would have a very experienced F&B operator aligned with us."
69. The name and concept of Sons of Essex were created exclusively by Levine through
Brandsway. It was Levine’s operations expertise, industry connections and outstanding reputation
which branded Sons of Essex and made it immediately successful, this was the single foundation
of its success. Indeed, the Management and Operations Agreement at paragraph 9, expressly
provides that Brandsway was providing unique services on behalf of Sons of Essex and any other
project in which Levine became involved. (Exhibit A, ¶9).
70. Under the Management and Operations Agreement Brandsway was a thirty five
(35%) percent owner of Sons of Essex, which ownership interest would vest upon the repayment
of a loan as follows:
(i) Within the first three calendar quarters, $125,000; and
(ii) Within the first five calendar quarters, $350,000.
(Exhibit A, Schedule A Term Sheet).
71. Pursuant to paragraph 4.2 of the Management and Operations Agreement, the
parties were to enter into an operating agreement for Sons of Essex (the “Operating Agreement”).
However, Shah refused to finalize the Operating Agreement despite repeated requests from
Levine. Despite these repeated requests as more fully set forth below, it recently became known to
Levine that defendants had provided in connection with certain financing they obtained, a
purported operating agreement for Sons of Essex.
72. Levine repeatedly requested the formalization of the Operating Agreement. For
example, on May 6, 2011, Levine emailed Jung requesting finalization of the lease and the
Operating Agreement. Jung responded in the email chain advising that the draft operating
agreement was "with Michael's lawyers" and thatthe lease was with "Michael thisweekend."
20
Levine responded "I've been working 7 months now on this,its a long time..." to which Jung
responded "I know this is a long road. Never wanted it go this long for you."
73. Levine wanted to use Capital One as the bank of record for Sons of Essex when it
was opening as all of his other business’ accounts were with Capital One at that time, but Jung and
Shah made the unilateral decision to set up the accounts at Chase Bank. Jung eventually opened up
the bank accounts on his own, emailing Chase Bank on May 10, 2011 "Can we open 4 new bank
accounts for 133 Essex Restaurant LLC? (1) Operating, (2) Payroll, (3) Credit Cards, (4) Savings.”
In attempting to set up the accounts, Chase Bank emailed Jung "Hi Victor, just looked at the docs
you sent me and I'm confused as to why there are 2 sets of filing docs & dates." Jung responded
that the "two dates reflect an amendment. we needed another account for the credit card receipts to
be deposited." Levine, however, was unaware of any amendments to 133 Essex Restaurant, LLC
as he was still waiting on the Operating Agreement himself.
74. Levine consistently requested the Operating Agreement. Moreover, by September
26, 2011, Shah also owed Levine an operating agreement for 19 Stanton Restaurant, LLC and
Preview
FILED: NEW YORK COUNTY CLERK 07/26/2013 INDEX NO. 652637/2013 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 07/26/2013 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK --------------------------------------------------------------------X BRANDSWAY HOSPITALITY, LLC a/k/a BRANDSWAY HOSPITALITY, INDIEFORK Index No. LLC and MATTHEW LEVINE, Plaintiffs, -against- VERIFIED COMPLAINT DELSHAH CAPITAL, LLC, DELSHAH MANAGEMENT, LLC, MICHAEL K. SHAH, VICTOR JUNG, V GLOBAL HOLDINGS INC., 133 ESSEX RESTAURANT, LLC a/k/a SONS OF ESSEX, BLACK LABEL RESIDENTIAL LLC, 19 STANTON RESTAURANT, LLC a/k/a COCKTAIL BODEGA a/k/a COCKTAIL BODEGA UNDERGROUND, 61 GANS RESTAURANT LLC, GRIFFON GANSEVOORT HOLDINGS, LLC, GRIFFON GANSEVOORT HOLDINGS, LLC, GRIFFON MANAGEMENT, LLC, GRIFFON 55 GANS LLC, GRIFFON 55 GANS, LLC, GRIFFON GANS MANAGER, LLC, GRIFFON 19 STANTON LLC, 19 STANTON STREET, LLC, 19 STANTON STREET, LLC, GRIFFON 1356 LLC, GRIFFON Q, LLC, GRIFFON GANS, LLC, GRIFFON GANS MANAGER, LLC, GRIFFON HOLDINGS, LLC, GRIFFON INVESTMENT, LLC, GRIFFON INVESTMENT GROUP, LLC, GRIFFON INVESTMENT HOLDINGS, LLC, 1356 RESTAURANT LLC a/k/a PETALUMA RESTAURANT, 170 MERCER RESTAURANT LLC, MOON 170 MERCER, INC., 58-60 NINTH REALTY LLC, GANSEVOORT 69 LLC, DELSHAH GANSEVOORT 69, LLC, 69 GANSEVOORT RESTAURANT, INC., DELSHAH 60 NINTH, LLC, DELSHAH 60 NINTH MANAGER, LLC, INDIEFORK HOSPITALITY LLC, JAMES CHOUNG, JCNY, LLC, PAYCHEX, INC., JPMORGAN CHASE & CO. and JOHN DOE #1 through #10, Defendants. JOHN DOE #1 through #10 are fictitious and unknown to the plaintiffs,the person or parties intended being the persons or parties, if any, having or claiming an ownership interestin any of the defendant companies or the real property in which they are situated but whose identity is not known. --------------------------------------------------------------------X Plaintiffs Brandsway Hospitality, LLC a/k/a Brandsway Hospitality, IndieFORK, LLC and Matthew Levine (together “Plaintiffs”), by and through their attorneys Danzig Fishman & Decea, as and for their verified complaint allege as follows: Preliminary Statement 1. Plaintiff Brandsway Hospitality, LLC a/k/a Brandsway Hospitality (“Brandsway”), is a full service food and beverage hospitality and operations firm based in New York City. Pursuant to a written contract with defendant 133 Essex Restaurant, LLC, Brandsway was the managing partner and co-owner of certain New York City restaurants and lounges including Sons of Essex, Cocktail Bodega, Cocktail Bodega Underground, 61 Gans Restaurant, LLC, and Petaluma (collectively the “Restaurants”). 2. On April 23, 2013, Brandsway was terminated by defendant 133 Essex Restaurant LLC which declared unilaterally that Brandsway’s ownership interest conferred under the contract was rescinded. At the time of its termination Brandsway was a partner in the concept, selection and development of additional restaurant venues including 53-61 Gansevoort Street located in the Meatpacking District (the “Meatpacking Space”), and the development and marketing of 170 Mercer Street located in Soho (the “Soho Space”) and of 58-60th Ninth Avenue (collectively the Meatpacking Space and the Soho Space shall be referred to herein as the “Catering Venues”). Prior to the wrongful termination, Brandsway had single-handedly built and branded the Restaurants and Catering Venues into highly successful business ventures. Defendant Michael K. 2 Shah (“Shah”), conveniently took the position that the termination was for cause, but it conspicuously occurred: (i) one week before the Meatpacking Space opened to the public as a beer garden; (ii) one week before the 2nd floor space opened to the public for DJ promoted parties (both events had been orchestrated by Plaintiffs and would stand to make significant profits); (iii) one week before the transaction and contract whereby DelShah Capital, LLC (“DelShah Capital”) purchased the 69 Gansevoort real property was officially closed; and (iv) two weeks before Shah was scheduled, without Levine’s knowledge, to appear before the community board for the Soho Space and 58-60 Ninth Avenue. All of these events would grow the business of Levine and Shah and increase their revenue. 3. The “for cause” termination of Brandsway ostensibly was for failure to attain profit goals; but, in reality it was contrived to prevent Brandsway from profiting from the Restaurants and Catering Venues and to otherwise attempt to divest Plaintiffs of their ownership interest in the Restaurants, Catering Venues and the other projects described herein. 4. Plaintiff Matthew Levine (“Levine”) is the principal of Brandsway. Levine, a highly regarded food and beverage industry insider, who was solicited by Shah, the principal of defendants DelShah Capital and DelShah Management, LLC, a real estate firm, (collectively, the “DelShah Entities”) to create, market, manage and operate a restaurant to be opened at 133 Essex Street, New York, New York (“Essex Property”) later named by Levine as Sons of Essex (“Sons of Essex”), and other restaurant ventures to be agreed to by DelShah Capital and Brandsway. Prior to Sons of Essex, among other things, Levine attained significant success owning and operating The Eldridge cocktail bar and lounge, a Manhattan hot spot, frequented by regulars such as Donald Trump, Prince and Richard Branson, and was the recipient of many hospitality and industry awards, such as “Best Display of Marketing Genius” by the Village Voice. Levine also opened 3 Georgica Restaurant in Wainscot in the Town of East Hampton, New York which is now in its fifth year of operation. In addition, Levine ran the food and beverage operations for The Hotel on Rivington for a year and a half handling the entire restaurant and rooftop lounge operations. Levine has a spotless record without a single State Liquor Authority (“SLA”) violation or 311 calls for the six years preceding this dispute, and is an active member in the community, organizing and producing many charity events to help raise money for the Lower East Side, even holding a seat on the Lower East Side Business Improvement District board. Levine branded and operated Sons of Essex to high standards receiving a Grade A from the Department of Health, and winning awards since November 2011, such as “Favorite NYC Hotspot of 2012” by HollywoodLife.com, “Favorite Comfort Foods of 2012” by RestaurantGirl.com, “Named 1 of 5 Biggest Openings of the Year” – Thrillist, featured as the #1 of 5 “hot restaurant openings by Forbes.com, voted “Top 10 Hotspot in the Tri-State Area” by OpenTable.com, 4 out of 5 stars on Google.com + Review, receiving a 97% by UrbanSpoon (which is a very high rating, ranking Sons of Essex as one of the top restaurants in New York City), and a “Top 10” restaurant in New York by Jet Set report, receiving yet another 97% ranking it the 6 highest ranked restaurant in New York, behind notable restaurants such as Per Se, NoMad, The Lambs Club, Atera and Minetta Tavern, among many other accolades and awards. Levine booked publicity and revenue generating events, such as: (i) Justin Bieber’s Album Release Dinner; (ii)Padma Lashskimi’s birthday dinner; (iii)the movie premiere of the blockbuster Twilight, New Moon; (iv) Nylon Magazine Dinner for Mary Kate & Ashley Olsen; and (v) the movie premiere of the blockbuster Rock of Ages. Sons of Essex would court such guests as Ben Stiller, Sting, Will Ferrell, and Usher. New York Magazine writes on their website profile on Sons of Essex, “Levine’s celebrity-packed Rolodex has offered enough Page Six who’s who sightings to merit the in crowd’s stamp of approval.” 4 5. Levine was the face of the operations at Sons of Essex. Due to Levine’s community support, perfect track record and stellarreputation Levine was responsible for obtaining and the transfers of the liquor licenses under which the Restaurants operated. The previous tenant at 133 Essex Street had many violations, 311 calls, underage drinking; it was a troubled asset, and DelShah Capital was potentially going to lose the liquor license without a qualified tenant. Defendant Shah, through his various entities, was the primary investor responsible for purchasing the properties identified in collaboration with, and mostly by, Plaintiffs for future restaurant venues. Defendants DelShah Capital and Shah were only able to obtain favorable financing for various real estate ventures using Levine’s biography, and food and beverage success since this financing was contingent upon the involvement of a proven restaurant operator. For this reason, in addition to investing his time and money, in many cases Levine personally guaranteed the liabilities associated with those real estate ventures as one of the owners thereof. 6. Plaintiff IndieFORK, LLC (“IndieFORK”), was formed by Levine to provide innovative food and beverage options in an alternative environment to the mainstream restaurant and food industry. Levine is the sole member of IndieFORK. IndieFORK also attempted to undertake, by necessity, the handling of certain aspects of the Sons of Essex business including managing itspayroll afterLevine discovered that employees of Sons of Essex were providing services to other projects of Shah and Victor Jung (“Jung”) through the defendants named in this action, among others, in violation of State and Federal law. IndieFORK’s goal was to become an umbrella entity structured to attempt to organize payroll, revenue and expenses of each of the venues that defendant DelShah Capital and Brandsway were acquiring including the Restaurants and Catering Venues. 5 7. Defendants Shah and DelShah Capital, DelShah Management, LLC (“DelShah Management”), in conspiracy with defendant Jung, a felon convicted of perpetrating a white collar fraud scheme, and, upon information and belief, Jung’s company V Global Holdings, Inc., have undertaken to divert all of the work, good will and assets belonging to Brandsway and IndieFORK to themselves and to the exclusion of Plaintiffs. Defendants have terminated Brandsway and have declared that the Restaurants and Catering Venues are theirs and that neither Levine, Brandsway nor IndieFORK have any interest in any of them. 8. Levine recently discovered that defendant Jung, who identifies himself as Executive Vice President of DelShah Capital, was looting Sons of Essex, which is owned by defendant 133 Essex Restaurant LLC. Some of the monies defalcated from Sons of Essex were commingled to fund other projects including the Restaurants and Catering Venues or otherwise hypothecated by defendants Shah and Jung through the facilities of the DelShah Entities and the other defendants named herein in an effort to defraud the Internal Revenue Service (“IRS”) and New York State Department of Taxation and Finance (“NYS Dept. Tax”), and steal from Plaintiffs. Because defendant Shah is an attorney licensed to practice law in New York, Levine relied upon the ethics applicable to all attorneys at law in trusting that Shah would not violate the law and for this reason too he never anticipated that Shah would commingle funds between the various businesses he owned to defraud the IRS and NYS Dept. Tax and divert funds for personal gain. 9. Shah provided to Jung control over the accounting, books, payroll and financial records of Sons of Essex through which they collaborated to divert cash receipts, commingle company funds, convert premium foods and illegally transport liquor owned by Sons of Essex to other venues (the latter countless transgression are violations of SLA regulations). 6 10. In addition, Shah, through Jung, authorized employees of Sons of Essex, including defendant James Choung (“Choung”), to forge Levine’s signature on documents. Levine’s name was forged on many checks. Choung, with permission from Jung, also forged Levine’s signature on credit applications to vendors, even using Levine’s social security number to obtain various credit cards without Levine’s knowledge let alone consent. To date it is unknown what, if any, additional documents were forged by Choung at the direction of Jung who appears capable of anything and is already a convicted felon. 11. Acting in concert with Shah, Jung regularly and surreptitiously used employees of Sons of Essex to work at: (i) the Restaurants and the Catering Venues; (ii) his and Shah’s personal residences; and (iii)other personal tasks.Jung and Shah caused Sons of Essex to pay for the personnel of many, ifnot all,unrelated projects. This defalcation scheme not only increased expenses, which were booked as such to offset income from the profitable Restaurants and Catering Venues, but it diverted potential profits and earnings from Sons of Essex. While Shah and Jung have diverted and converted money and profits from Sons of Essex for their personal use, the main reason stated for the termination of Brandsway and Levine is that Sons of Essex failed to reach defendants Shah and Jung’s unilaterally imposed profit margins (metrics) in contravention of the calculation provided for under the contract between DelShah Capital and Brandsway. In reality, Sons of Essex was so profitable that it allowed DelShah Capital and Brandsway to branch out into additional business ventures as is further described below. 12. Defendants Shah and Jung have also diverted the profits of Sons of Essex to make illegal political contributions to the mayoral candidacy of Bill De Blasio and a candidate for the New York City Public Advocate, Reshma Saunjani. By using the assets and profits of Sons of 7 Essex on unrelated projects and for political lobbying, defendants intended to disguise such profits as legitimate business expenses to avoid paying income and sales tax. 13. When Plaintiffsinquired about or challenged any of the foregoing acts of Jung which appeared questionable, Shah and Jung told Levine that any modifications made to the revenue of Sons of Essex or its staff was all legitimate, were being booked properly and would be reconciled by the accountants at year end. 14. In an effort to build the business which Levine believed he and Shah were establishing as 50/50 partners through IndieFORK, Levine allowed certain events he coordinated to be booked through the Catering Venues and Restaurants rather than at Sons of Essex, because Sons of Essex was exceeding financial projections, and Levine was not under pressure to bring events to Sons of Essex to maximize sales. At the request of defendants, Sons of Essex revenue was not maximized by booking events at defendants’ other ventures per Jung’s directives. These events included: (i) Promotional Parties; (ii) HBO Events; (iii) W Magazine Holiday Party; (iv) Island Def Jam Party; (v) Red Bull Sponsorship events; (vii) G-Shock Watch Launch party; (viii) Translation Media Dinner; and (ix) Tribeca Film Festival Events. These are all examples of what amounted to additional significant revenue which Plaintiffs believe to be in excess of $500,000, but were not credited to Sons of Essex. In addition, day to day Levine received multiple calls, emails and texts requesting reservations at the Restaurants and Catering Venues which he provided to customers as an owner of those venues and also suggested customers try the Restaurants and Catering Venues when Sons of Essex was booked. Jung consistently requested that Levine move dinners, events and sponsorship dollars from Sons of Essex to the Meatpacking Space, to help facilitate payment of the real estate expenses for that venue, including the mortgage and electric bills, which were in excess of $100,000 monthly. Jung even directed Sons of Essex staff to book 8 events and reservations to defendants’ other venues; Levine was not made aware that many of these events were re-routed to other venues nor was Levine aware that the re-allocation of revenue by Shah and Jung between the venues was part of a scheme to divest Plaintiffs of their interests in the Restaurants and Catering Venues. 15. In the end, Shah and Jung, in an attempt to divest Levine of his valid interests, wrongfully terminated Levine ostensibly because of the failure of Sons of Essex to achieve certain performance metrics. When Levine asked how and why he had not purportedly met metric levels, Shah had absolutely no figures or metric levels available to demonstrate the purported failure; Shah had no explanation for the termination. Shah’s only response was that Levine was “terminated for missing metrics” with absolutely no numbers to back up his false allegation. Immediately after the termination of Levine and Brandsway, defendants Shah and Jung prevented Levine from taking his earned interest in the Restaurants and Catering Venues and even refused him access to those locations although Levine is named on the liquor licenses for each of the locations and is a personal guarantor of many of the leases. To complete the scheme Shah and Jung declared that they were the sole owners of all of the Restaurants and Catering Venues. 16. When the dust settled, Levine and Brandsway, which had created Sons of Essex and worked tirelesslythereafter to build and promote it,as well as the Restaurants and Catering Venues, were out of all the businesses and Levine was told he had no ownership interest in anything. 17. Shah and Jung were unfamiliar with the food and beverage industry and had no contacts in the industry prior to Levine’s involvement. Defendants Shah and Jung used Brandsway and Levine, their partners, when it suited their agenda, to: (i) gain contacts and resources in the food and beverage industry; (ii) obtain liquor licenses; (iii) sign community board stipulations; (iv) 9 obtain bank financing; (v) obtain credit from certain vendors; (vi) obtain money from the brand partnerships, special events, and promotional activities; and (vii) creating the branding and public relations of the venues, all based on Brandsway and Levine’s name and standing in the industry. When the fruits of Levine’s labor were realized, and Brandsway’s brand made the Restaurants and Catering Venues successful, the contract with Brandsway and Levine was terminated under false pretenses. 18. In a transparent attempt to avoid paying to Brandsway and Levine the amounts due to them as owners of the Restaurants and Catering Venues, Defendants gratuitously characterized Plaintiffs as promoters with no ownership interest in the Restaurants and Catering Venues. However, the SLA filings,tax filings and extensive correspondence of the relevant businesses reveal conclusively that Brandsway and Levine are owners and are entitled to theirownership interest in all of the businesses wrongfully wrested from them. 19. Shah claims that Levine failed to meet metrics, but according to the final Sons of Essex pre-opening 2012 Financial Projection Model that Jung attached to an email sent to Levine and Shah on January 4, 2012, the financial projections were $2,763,490. Levine not only surpassed these financial projections, but he exceeded them greatly, bringing in $3,471,873 from January 2012 to December 2012, not including pre-opening and 2011 revenues from October, November, December totalingapproximately an additional $350,000. Levine exceeded DelShah Capital’s financial projections by $1,000,000 in 2012; Jung and Shah projected revenue of $3,800,000 - $4,500,000 for 2013. As Jung referenced by email, the previous owner/operator at 133 Essex Street in the same space prior to Sons of Essex generated “$1.2mm.” Levine generated 2.9 times that revenue in 2012, and was on pace to generate almost 3.8 times that amount in 2013 per Jung 10 and Shah’s own calculations. As demonstrated below, Shah repeatedly praised the success of Sons of Essex due to Levine’s stewardship. 20. Levine’s false termination was ultimately not about metrics, as Levine surpassed and exceeded those goals. With Sons of Essex being a massive success as Jung and Shah pointed out repeatedly in over 2 years of email correspondence, this was about Shah and Jung wanting complete access and control, they did want to Levine questioning theirauthority and illegal activity. Not hitting metrics was never a discussion point. 21. Absent the relief requested in this action, defendants will succeed and all of Plaintiffs’ hard work will be taken by defendants. In addition, Levine’s reputation in the food and beverage industry will be irreparably destroyed by ex-convict Jung, who has continued to date to defame and harass Levine via social media sites such as Twitter and Instagram as well as in emails to the press and third parties, including creditors,industry insiders and vendors. Indeed, as evidenced by emails Levine received from Sons of Essex employees after his purported termination, described below, Jung went so far as to go around Sons of Essex, admitting to staff that if Levine was to sue the DelShah Entities, that Levine will win that suit within 5 years. The Parties 22. Brandsway is a company organized and existing pursuant to the laws of the State of New York with its principal office in the State of New York, New York County. 23. IndieFORK is a company organized and existing pursuant to the laws of the State of New York with its principal office in the State of New York, New York County. Levine is the sole member of IndieFORK. 24. Levine is a resident of the State of New York, New York County. 11 25. DelShah Capital is a company organized and existing pursuant to the laws of the State of New York with its principal office in the State of New York. 26. DelShah Management is a company organized and existing pursuant to the laws of the State of New York with its principal office in the State of New York. 27. Shah is a resident of the State of New York, residing in New York City. 28. V Global Holdings Inc. (“V Global”) is a corporation organized and existing under the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief Jung is the principal of V Global. 29. Jung is, upon information and belief, a resident of the State of New Jersey and the: (i) executive vice president of DelShah Capital; and (ii) Chairman & CEO of V Global. 30. 133 Essex Restaurant, LLC d/b/a Sons of Essex is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Brandsway is a member of Sons of Essex. 31. Black Label Residential LLC (“Black Label”) is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Black Label is an entity who is, upon information and belief, owned by Shah; Black Label is the landlord of Sons of Essex. Black Label Residential LLC owns the firstfloor and basement of the building located at 133 Essex Street where Sons of Essex restaurant is situated. 32. 19 Stanton Street, LLC (NY) is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of 19 Stanton Street, LLC (NY). Further, 19 Stanton Street, LLC (NY) is, upon information and belief, the owner of real property at 19 Stanton Street, New York, New York (“19 Stanton Street Building”). 12 33. 19 Stanton Street, LLC (DE) is a company organized and existing to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of 19 Stanton Street, LLC (DE). 34. 19 Stanton Restaurant, LLC, a/k/a Cocktail Bodega, a/k/a Cocktail Bodega Underground (collectively “Cocktail Bodega”), is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Brandsway is a member of Cocktail Bodega. Levine is listed as a 50% owner of 19 Stanton Restaurant, LLC on all SLA documents filed with New York State. 35. 61 Gans Restaurant LLC is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Brandsway is a member of 61 Gans Restaurant LLC. Levine is listed as a 50% owner of 61 Gans Restaurant LLC on all SLA documents filed with New York State. 36. Griffon Gansevoort Holdings, LLC (NY)(“Gansevoort Holdings”) isa company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Gansevoort Holdings is,upon information and belief, the owner of real property at the Meatpacking Space. Upon information and belief DelShah Capital and/or Shah is the principal of Gansevoort Holdings. 37. Griffon Gansevoort Holdings, LLC (DE) is a company organized and existing pursuant to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Gansevoort Holdings, LLC (DE). 13 38. Griffon Management, LLC is a company organized and existing pursuant to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Management, LLC. 39. Griffon 55 Gans LLC (NY) is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon 55 Gans LLC (NY). 40. Griffon 55 Gans, LLC (DE) is a company organized and existing pursuant to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and beliefDelShah Capital and/or Shah is the principal of Griffon 55 Gans, LLC (DE). 41. Griffon Gans Manager, LLC (NY) is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Gans Manager, LLC (NY). 42. Griffon Gans Manager, LLC (DE) is a company organized and existing pursuant to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Gans Manager, LLC (DE). 43. Griffon Q, LLC is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Q, LLC. 14 44. Griffon Gans, LLC is a company organized and existing pursuant to the laws of the State of Delaware with itsprincipal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Gans, LLC. 45. Griffon 19 Stanton LLC is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon 19 Stanton LLC (NY). 46. Griffon 1356 LLC, is a company organized and existing pursuant to the laws of the State of New York with a principal place of business in the State of New York. Griffon 1356 LLC is, upon information and belief,the owner of real property at 1356 1st Ave #2D, known as Petaluma Restaurant. Upon information and belief Del Shah and/or Shah is the principal of Griffon 1356 LLC. Brandsway is a member of Griffon 1356 LLC. 47. 1356 Restaurant LLC a/k/a Petaluma Restaurant is a company organized and existing pursuant to the laws of the State of New York with a principal place of business in the State of New York. Upon information and belief Del Shah and/or Shah is the principal of 1356 Restaurant LLC. 48. Griffon Holdings, LLC is a company organized and existing pursuant to the laws of the State of Delaware with itsprincipal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Holdings, LLC. 49. Griffon Investments, LLC is a company organized and existing pursuant to the laws of the State of Delaware with itsprincipal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Investments, LLC. 15 50. Griffon Investment Group LLC is a company organized and existing pursuant to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Investment Group LLC. 51. Griffon Investment Holdings, LLC is a company organized and existing pursuant to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Griffon Investment Holdings, LLC. 52. 170 Mercer Restaurant LLC (“170 Mercer”) is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. 170 Mercer Restaurant LLC, upon information and belief, holds a leasehold interest in real property and building located at 170 Mercer Street, which is the future site of a restaurant to be located on the first floor of the building. Brandsway is a member of 170 Mercer Restaurant LLC. 53. Moon 170 Mercer, Inc. is a company organized and existing pursuant to the laws of the State of Delaware with itsprincipal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of Moon 170 Mercer, Inc. 54. 58-60 Ninth Realty LLC is a company organized and existing pursuant to the laws of the State of New York with a principal place of business in the State of New York. 58-60 Ninth LLC is, upon information and belief, the owner of the real property and building located at 58-60 Ninth Avenue, known as Pop Burger restaurant (referred to herein as “Pop Burger”). Upon information and belief DelShah Capital and/or Shah is the principal of 58-60 Ninth Realty LLC. 16 55. Gansevoort 69 LLC (“69 Gansevoort”), is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. 69 Gansevoort isupon information and belief,the owner of the real property and building located at 69 Gansevoort Street, and is the future site of a restaurant to be located on the firstfloor of the building. Upon information and belief DelShah Capital and/or Shah is the principal of 69 Gansevoort. 56. DelShah Gansevoort 69, LLC is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of DelShah Gansevoort 69, LLC. 57. 69 Gansevoort Restaurant, Inc. is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of 69 Gansevoort Restaurant, Inc. 58. DelShah 60 Ninth, LLC is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of DelShah 60 Ninth, LLC. 59. DelShah 60 Ninth Manager, LLC is a company organized and existing pursuant to the laws of the State of Delaware with its principal place of business in the State of New York. Upon information and belief DelShah Capital and/or Shah is the principal of DelShah 60 Ninth, LLC. Upon information and belief, Shah created this company secretly to facilitate and perpetrate his scheme of fraud against Levine by possessing a company of which Levine had no knowledge in order to secret partnership assets too. 17 60. IndieFORK Hospitality LLC is a company organized and existing pursuant to the laws of the State of New York with a principal office in the State of New York. Upon information and belief, IndieFORK Hospitality LLC is owned by Jung and/or Shah. 61. Choung, is upon information and belief, the director of operations of Sons of Essex, 61 Gans Restaurant LLC, 19 Stanton Restaurant LLC and Petaluma. Choung is, upon information and belief, a resident of the State of New York. 62. JCNY, LLC is a company organized and existing pursuant to the laws of the State of New York with its principal place of business in the State of New York. Upon information and belief, Choung is the principal of JCNY, LLC. 63. Paychex, Inc. (“Paychex”) is a corporation organized and existing under the laws of the Delaware with its principal place of business in the State of New York. 64. JPMorgan Chase & Co., (“Chase Bank”), is a corporation organized and existing under the laws of the Delaware with its principal place of business in the State of New York. 65. Defendants named “John Doe # 1 through John Doe # 10" are persons or parties in possession of, having or claiming an ownership interest in any of the defendant companies or the real property in which they are situated but whose identity is not yet known. Facts Common To All Allegations (I) The Management and Operations Agreement 66. On or about March 9, 2011, DelShah Capital and Brandsway entered into an agreement for the management and operation of Sons of Essex, a restaurant located at the Essex Property (the “Management and Operations Agreement”), a copy of which is annexed hereto as Exhibit A. Paragraph 1 of Management and Operations Agreement grants to Brandsway a right of first refusal on any “deal or opportunity in which (DelShah Capital) has the ability to hire a third- 18 party operator/manager at another project.” In addition, the term of the Management and Operations Agreement is for, “eternity or until such time as the option described herein vests…” (Exhibit A, ¶2). 67. Under the Management and Operations Agreement, Brandsway and its principal Levine was to run the day to day operations of Sons of Essex. Levine is an award winning restaurateur with a significant background in hospitality and restaurant branding and marketing with lifelong connections in the food and beverage industry. He is well regarded by most, if not all, community development groups throughout New York City. Thus, Levine was retained by Shah, among other things, to advise and support DelShah Capital, a real estate company with expertise in purchasing affordable housing and distressed properties, regarding the development of future restaurants locations so that DelShah Capital could acquire the real property to house such restaurants, upon information and belief, to maximize the return of DelShah Capital’s ownership interest as the rent payable by a restaurant with a liquor license is nearly double that of a retail establishment. Sons of Essex was the firstproject in which DelShah Capital invested and Brandsway and Levine operated. 68. Upon information and belief,without a proven restaurant operator like Levine, DelShah Capital would not have qualified for favorable refinancing for 133 Essex. DelShah Capital had the capitalnecessary to obtain re-financing, however, in order to obtain reduced interest rates, DelShah Capital had to demonstrate to the bank that it had a bona fide tenant in place likely to pay rent consistently. DelShah Capital used the curriculum vitae of Levine to demonstrate that Levine had impeccable credentials in the food and beverage industry to obtain the better rates for refinancing. For example, early on in the process to purchase of another property Jung wrote to 19 Levine “the bank called us to bid yesterday. Anyway, we mentioned to the bank that if we did the development, we would have a very experienced F&B operator aligned with us." 69. The name and concept of Sons of Essex were created exclusively by Levine through Brandsway. It was Levine’s operations expertise, industry connections and outstanding reputation which branded Sons of Essex and made it immediately successful, this was the single foundation of its success. Indeed, the Management and Operations Agreement at paragraph 9, expressly provides that Brandsway was providing unique services on behalf of Sons of Essex and any other project in which Levine became involved. (Exhibit A, ¶9). 70. Under the Management and Operations Agreement Brandsway was a thirty five (35%) percent owner of Sons of Essex, which ownership interest would vest upon the repayment of a loan as follows: (i) Within the first three calendar quarters, $125,000; and (ii) Within the first five calendar quarters, $350,000. (Exhibit A, Schedule A Term Sheet). 71. Pursuant to paragraph 4.2 of the Management and Operations Agreement, the parties were to enter into an operating agreement for Sons of Essex (the “Operating Agreement”). However, Shah refused to finalize the Operating Agreement despite repeated requests from Levine. Despite these repeated requests as more fully set forth below, it recently became known to Levine that defendants had provided in connection with certain financing they obtained, a purported operating agreement for Sons of Essex. 72. Levine repeatedly requested the formalization of the Operating Agreement. For example, on May 6, 2011, Levine emailed Jung requesting finalization of the lease and the Operating Agreement. Jung responded in the email chain advising that the draft operating agreement was "with Michael's lawyers" and thatthe lease was with "Michael thisweekend." 20 Levine responded "I've been working 7 months now on this,its a long time..." to which Jung responded "I know this is a long road. Never wanted it go this long for you." 73. Levine wanted to use Capital One as the bank of record for Sons of Essex when it was opening as all of his other business’ accounts were with Capital One at that time, but Jung and Shah made the unilateral decision to set up the accounts at Chase Bank. Jung eventually opened up the bank accounts on his own, emailing Chase Bank on May 10, 2011 "Can we open 4 new bank accounts for 133 Essex Restaurant LLC? (1) Operating, (2) Payroll, (3) Credit Cards, (4) Savings.” In attempting to set up the accounts, Chase Bank emailed Jung "Hi Victor, just looked at the docs you sent me and I'm confused as to why there are 2 sets of filing docs & dates." Jung responded that the "two dates reflect an amendment. we needed another account for the credit card receipts to be deposited." Levine, however, was unaware of any amendments to 133 Essex Restaurant, LLC as he was still waiting on the Operating Agreement himself. 74. Levine consistently requested the Operating Agreement. Moreover, by September 26, 2011, Shah also owed Levine an operating agreement for 19 Stanton Restaurant, LLC and