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ED ON 111212007
SUPmME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
LOWER MANHATTAN DIALYSIS CENTER,
INC., L-M DIALYSIS CORPORATION,
LANTZ-MATALON CHINATOWN ASSOCIATES,
INC. and CHINATOWN DIALYSIS CENTER,
L.L.C.,
Plaintiffs :
ANSWER
-against-
: INDEX NO. 07-602547
JOHN P. LANTZ, M.D. and MARIE LANTZ, :
Defendants.
Defendants, John P. Lantz, M.D. (“Dr. Lantz”) and Marie
Lantz, by their attorneys, Deener, Hirsch & Shramenko, P.C., as
and for an Answer to the Verified Complaint (the “Complaint”) of
the Plaintiffs herein, Lower Manhattan Dialysis Center, Inc.
(”LMDC”) , L-M Dialysis Corporation (“L-M”), Lantz-Matalon
Chinatown Associates, Inc, (“LMCA”) and Chinatown Dialysis
Center, L.L.C. (“CDC”), respectfully allege as follows:
IN ANSWER TO THE ALLEGATIONS ENTITLED: “ALLEGATIONS APPLICABLE
TO EACH CAUSE OF ACTION” AND “INTRODUCTION”
FIRST: Denies each and every allegation set forth in
Paragraph “FIRST” of the Complaint.
SECOND: Denies each and every allegation set forth in
Paragraph “SECOND” of the Complaint, except admits that Dr.
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Lantz is a physician and board certified nephrologist and that
Dr. Lantz has practiced medicine and been involved in the
ownership or management of one or more out-patient chronic renal
dialysis facilities, as well as the entities that lease such
operating facilities, and that each facility is subject to a
variety of administrative rules and regulations promulgated by
the New York Department of Health and other regulatory
authorities, and states that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations that Dr. Matalon is a physician and board certified
nephrologist who has practiced medicine together with Dr. Lantz
or who has been involved in the ownership or management of one
or more out-patient chronic renal dialysis facilities and that
corporate or business entities obtain the leases for such
operating facilities.
THIRD: Denies each and every allegation set forth in
Paragraph “THIRD” of the Complaint except admits that Dr. Lantz
appears to be suffering from an apparent neurological disorder
that leaves him bedridden.
FOURTH : Denies each and every allegation set forth in
Paragraph “FOURTH” of the Complaint, except admits that Dr.
Lantz recognized the increasing and sustained demand for out-
patient chronic renal dialysis facilities and that Dr. Lantz
organized LMDC and is a shareholder of LMDC, and states that
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Defendants are without knowledge or information sufficient to
form a belief as to the truth of the allegations that Dr.
Matalon organized LMDC together witll Dr. Lantz and that Dr.
Matalon is an equal shareholder or a sole and equal shareholder
and that the express purpose of LMDC was to own and operate a
free-standing dialysis center and that LMDC operated and
continues to operate in the vicinity of New York University
Medical Center and that LMDC’s original site was on Third Avenue
and 17th Street in Manhattan and that today it is located on
East 34th Street.
FIFTH: Denies each and every allegation set forth in
Paragraph “FIFTH” of the Complaint, except admits that Dr. Lantz
formed L-M and is a shareholder of L-M, and states that
Defendants are without knowledge or information sufficient to
form a belief as to the truth of the allegations that Dr.
Matalon formed L-M together with Dr. Lantz and that Dr. Matalon
is an equal shareholder or a sole and equal shareholder of L-M
and that its express purpose was also to own and operate an
independent free-standing dialysis center at 187 Third Avenue in
Manhattan and that L-M operates independently and that LMDC
provides certain administrative services to L-M.
SIXTH: Denies each and every allegation set forth in
Paragraph “SIXTH” of the Complaint, except admits that Dr. Lantz
is a shareholder of LMCA, and states that Defendants are without
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knowledge or information sufficient to form a belief as to the
truth of the allegations that Dr. Matalon is an equal
shareholder or a sole and equal shareholder of LMCA and that
LMCA holds the lease for 9-11 Crosby Street/lSO Lafayette Street
and that LMCA has no other business.
SEVENTH: Denies each and every allegation set forth in
Paragraph “SEVENTH” of the Complaint, and states that Defendants
are without knowledge or information sufficient to form a belief
as to the truth of the allegation that Dr. Lantz was appointed
Medical Director of LMDC, LM and CDC.
EIGHTH: Denies each and every allegation set forth in
Paragraph “EIGHTH” of the Complaint, except admits that Dr.
Lantz is a shareholder of LMDC and that distributions have been
made to Dr. Lantz, and states that Defendants are without
knowledge or information sufficient to form a belief as to the
truth of the allegation that Dr. Lantz is a shareholder of LMDC,
LM and CDC.
NINTH: States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of Paragraph “NINTH” of the Complaint.
TENTH : Denies each and every allegation set forth in
Paragraph “TENTH” of the Complaint, except admits that on May
20, 2007, Marie Lantz (“Mrs. Lantz“) signed a document entitled
“Meeting held on Sunday, May 20th, 2007,” a copy of which is
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attached to the Complaint as Exhibit “A,” and respectfully
refers the court to that document for the legal effect thereof.
Defendants deny that Plaintiffs have duly performed all of the
conditions precedent on their part to be performed under the
alleged “Shareholders Agreement,” in that Plaintiffs failed to
give prior written or electronic notice not fewer than ten or
twenty-four days nor more than 60 days stating the place, date,
hour and the purpose or purposes for which a meeting of
shareholders is called pursuant to section 605 of the Business
Corporation Law; and also in that a meeting pertaining to the
alleged “Shareholders Agreement” was not held at such place
within or without this state as may be fixed by or under the by-
laws, or if not so fixed, at the office of the corporation in
this state pursuant to section 602 of the Business Corporation
Law; and also in that the corporate action referred to in the
alleged “Shareholders Agreement” was not authorized by a vote of
the shareholders at a meeting of shareholders as required by
section 614 of the Business Corporation Law; and also in that
written consent to the entry of the alleged “Shareholders
Agreement“ without a shareholders meeting was not signed by the
holders of all outstanding shares entitled to vote thereon as
provided for by section 615 of the Business Corporation Law.
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ELEVENTH: States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of Paragraph “ELEVENTH” of the Complaint.
TWELFTH: Denies each and every allegation set forth in
Paragraph “TWELFTH” of the Complaint, except admits that Mrs.
Lantz’s attorney sent Plaintiffs’ attorney a letter dated July
20, 2007, a copy of which is attached to the Complaint as
Exhibit “B,” and respectfully refers the court to that document
for the legal effect thereof and denies that Mrs. Lantz and Dr.
Lantz and their family were notified of the $15,000,000 lease
buyout approximately two weeks prior to May 20, and admits that
Plaintiffs‘ attorney sent a letter dated July 27, 2007, a copy
of which is attached to the Complaint as Exhibit “C,” and
respectfully refers the court to that document for the legal
effect thereof.
THIRTEENTH: States that Defendants are without knowledge
or information sufficient to form a belief as to the truth of
the allegations of Paragraph “THIRTEENTH” of the Complaint.
FOURTEENTH: Denies each and every allegation set forth
in Paragraph “FOURTEENTH” of the Complaint, except admits that
Mrs. Lantz signed a document entitled “Meeting held on Sunday,
May 20th, 2007,” a copy of which is attached to the Complaint as
Exhibit “A,” and respectfully refers the court to that document
for the legal effect thereof. Defendants deny that Plaintiffs
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have duly performed all of the conditions precedent on their
part to be performed under the alleged “Shareholders Agreement,”
in that Plaintiffs failed to give prior written or electronic
notice not fewer than ten or twenty-four days nor more than 60
days stating the place, date, hour and the purpose or purposes
for which a meeting of shareholders is called pursuant to
section 605 of the Business Corporation Law; and also in that a
meeting pertaining to the alleged “Shareholders Agreement’’ was
not held at such place within or without this state as may be
fixed by or under the by-laws, or if not so fixed, at the office
of the corporation in this state pursuant to section 602 of the
Business Corporation Law; and also in that the corporate action
referred to in the alleged “Shareholders Agreement” was not
authorized by a vote of the shareholders at a meeting of
shareholders as required by section 614 of the Business
Corporation Law; and also in that written consent to the entry
of the alleged “Shareholders Agreement” without a shareholders
meeting was not signed by the holders of all outstanding shares
entitled to vote thereon as provided for by section 615 of the
Business Corporation Law.
FIFTEENTH: Denies each and every allegation set forth
in Paragraph “FIFTEENTH” of the Complaint, except admits that
Mrs. Lantz’s attorney sent Plaintiffs’ attorney a letter dated
July 20, 2007, a copy of which is attached to the Complaint as
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Exhibit “B,” and respectfully refers the court to that document
for the legal effect thereof and denies that Mrs. Lantz and Dr.
Lantz and their family were notified of the $15,000,000 lease
buyout approximately two weeks prior to May 20, 2007; and states
that Defendants are without knowledge or information sufficient
to form a belief as to the truth of the allegation that Dr.
Pericles Lantz is not a corporate employee.
SIXTEENTH: Denies each and every allegation set forth
in Paragraph “SIXTEENTH” of the Complaint, except admits that
Mrs. Lantz’s attorney sent Plaintiffs‘ attorney a letter dated
July 20, 2007, a copy of which is attached to the Complaint as
Exhibit “B,” and respectfully refers the court to that document
for the legal effect thereof and denies that Mrs. Lantz and Dr.
Lantz and their family were notified of the $15,000,000 lease
buyout approximately two weeks prior to May 20, 2007.
SEVENTEENTH: Denies each and every allegation set forth
in Paragraph “SEVENTEENTH” of the Complaint, except admits that
Dr. Pericles Lantz made a speech, and states that Defendants are
without knowledge or information sufficient to form a belief as
to the truth of the allegation that Dr. Pericles Lantz is not a
director, officer or employee.
EIGHTEENTH: Denies each and every allegation set forth
in Paragraph “EIGHTEENTH” of the Cornplaint.
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IN ANSWER TO THE ALLEGATIONS ENTITLED: “THE PARTIES AND
PERTINENT INDIVIDUALS”
NINETEENTH: States that Defendants are without knowleqe
or information sufficient to form a belief as to the truth of
the allegations of Paragraph “NINETEENTH” of the Complaint,
except admits that LMDC was a corporation organized under the
laws of the State of New York.
TWENTIETH: States that Defendants are without knowledge
or information sufficient to form a belief as to the truth of
the allegations of Paragraph “TWENTIETH” of the Complaint,
except admits that L-M was a corporation organized under the
laws of the State of New York.
TWENTY-FIRST: States that Defendants are without knowledge
or information sufficient to form a belief as to the truth of
the allegations of Paragraph “TWENTY-FIRST” of the Complaint,
except admits that LMCA was a corporation organized under the
laws of the State of New York.
TWENTY-SECOND: States that Defendants are without knowledge
or information sufficient to form a belief as to the truth of
the allegations of Paragraph “TWENTY-SECOND” of the Complaint.
TWENTY-THIRD: Admits the allegations of Paragraph “TWENTY-
THIRD” of the Complaint.
TWENTY-FOURTH: Admits the allegations of Paragraph “TWENTY-
FOURTH” of the Complaint.
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TWENTY-FIFTH: States that Defendants are without knowledge
or information sufficient to form a belief as to the truth of
th allegations of Paragraph “TWENTY-FIFTH” of the Complaint.
TWENTY-SIXTH: States that Defendants are without knowledge
or information sufficient to form a belief as to the truth of
the allegations of Paragraph “TWENTY-SIXTH” of the Complaint.
IN ANSWER TO THE ALLEGATIONS ENTITLED : ”BACKGROUND“
TWENTY-SEVENTH: States that Defendants are without
knowledge or information sufficient to form a belief as to the
truth of the allegations of the first sentence of Paragraph
“TWENTY-SEVENTH” of the Complaint, and answers as follows to the
sub-paragraphs following the second sentence of Paragraph
“TWENTY-SEVENTH” of the Complaint :
(a) States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of sub-paragraph “(a ’I of Paragraph “TWENTY-SEVENTH”
of the Complaint;
(b) States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of sub-paragraph “(b)” of Paragraph “TWENTY-SEVENTH”
of the Complaint;
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(c) States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of sub-paragraph "(c)" of Paragraph "TWENTY-SEVENTH"
of the Complaint;
(d) States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of sub-paragraph " (d) of Paragraph "TWENTY-SEVENTH"
of the Complaint;
(e) States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of sub-paragraph "(e)" of Paragraph "TWENTY-SEVENTH"
of the Complaint;
(f) States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of sub-paragraph "(f)" of Paragraph "TWENTY-SEVENTH"
of the Complaint; and
(9) States that Defendants are without knowledge or
information sufficient to form a belief as to the truth of the
allegations of sub-paragraph " (9) of Paragraph "TWENTY-SEVENTH"
of the Complaint.
TWENTY-EIGHTH: Denies each and every allegation set forth
in Paragraph "TWENTY-EIGHTH" of the Complaint,
TWENTY-NINTH: Denies each and every allegation set forth
in Paragraph "TWENTY-NINTH" of the Complaint.
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THIRTIETH: Denies each and every allegation set forth
in Paragraph “THIRTIETH” of the Complaint, except admits that on
May 20, 2007, Mrs. Lantz signed a document entitled “Meeting
held on Sunday, May 20th, 2007,” a copy of which is attached to
the Complaint as Exhibit “A,“ and respectfully refers the court
to that document for the legal effect thereof. Defendants deny
that Plaintiffs have duly performed all of the conditions
precedent on their part to be performed under the alleged
“Shareholders Agreement, in that Plaintiffs failed to give
prior written or electronic notice not fewer than ten or twenty-
four days nor more than 60 days stating the place, date, hour
and the purpose or purposes for which a meeting of shareholders
is called pursuant to section 605 of the Business Corporation
Law; and also in that a meeting pertaining to the alleged
“Shareholders Agreement” was not held at such place within or
without this state as may be fixed by or under the by-laws, or
if not so fixed, at the office of the corporation in this state
pursuant to section 602 of the Business Corporation Law; and
also in that the corporate action referred to in the alleged
“Shareholders Agreement” was not authorized by a vote of the
shareholders at a meeting of shareholders as required by section
614 of the Business Corporation Law; and also in that written
consent to the entry of the alleged “Shareholders Agreement”
without a shareholders meeting was not signed by the holders of
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all outstanding shares entitled to vote thereon as provided for
by section 615 of the Business Corporation Law.
THIRTY-FIRST: Denies each and every allegation set forth
in Paragraph “THIRTY-FIRST’’ of the Complaint, except admits that
on May 20, 2007, Mrs. Lantz signed a document entitled “Meeting
held on Sunday, May 20th, 2007,” a copy of which is attached to
the Complaint as Exhibit “A, ” and respectfully refers the court
to that document for the legal effect thereof. Defendants deny
that Plaintiffs have duly performed all of the conditions
precedent on their part to be performed under the alleged
“Shareholders Agreement, ” in that Plaintiffs failed to give
prior written or electronic notice not fewer than ten or twenty-
four days nor more than 60 days stating the place, date, hour
and the purpose or purposes for which a meeting of shareholders
is called pursuant to section 605 of the Business Corporation
Law; and also in that a meeting pertaining to the alleged
“Shareholders Agreement” was not held at such place within or
without this state as may be fixed by or under the by-laws, or
if not so fixed, at the office of the corporation in this state
pursuant to section 602 of the Business Corporation Law; and
also in that the corporate action referred to in the alleged
“Shareholders Agreement” was not authorized by a vote of the
shareholders at a meeting of shareholders as required by section
614 of the Business Corporation Law; and also in that written
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consent to the entry of the alleged “Shareholders Agreement”
without a shareholders meeting was not signed by the holders of
all outstanding shares entitle( to vote thereon as provided for
by section 615 of the Business Corporation Law.
THIRTY-SECOND: Denies each and every allegation set
forth in Paragraph “THIRTY-SECOND” of the Complaint, except
admits that on May 20, 2007, Mrs. Lantz signed a document
entitled “Meeting held on Sunday, May 20Lh, 2007,” a copy of
which is attached to the Complaint as Exhibit \\A,” and
respectfully refers the court to that document for the legal
effect thereof. Defendants deny that Plaintiffs have duly
performed all of the conditions precedent on their part to be
performed under the alleged “Shareholders Agreement, I’ in that
Plaintiffs failed to give prior written or electronic notice not
fewer than ten or twenty-four days nor more than 60 days stating
the place, date, hour and the purpose or purposes for which a
meeting of shareholders is called pursuant to section 605 of the
Business Corporation Law; and also in that a meeting pertaining
to the alleged “Shareholders Agreement” was not held at such
place within or without this state as may be fixed by or under
the by-laws, or if not so fixed, at the office of the
corporation in this state pursuant to section 602 of the
Business Corporation Law; and also in that the corporate action
referred to in the alleged “Shareholders Agreement” was not
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authorized by a vote of the shareholders at a meeting of
shareholders as required by section 614 of the Business
Corporation Law; and also in that written consent to the entry
of the alleged “Shareholders Agreement’‘ without a shareholders
meeting was not signed by the holders of all outstanding shares
entitled to vote thereon as provided for by section 615 of the
Business Corporation Law.
THIRTY-THIRD: Denies each and every allegation set
forth in Paragraph “THIRTY-THIRD“ of the Complaint, except
admits that on May 20, 2007, Mrs. Lantz signed a document
entitled “Meeting held on Sunday, May 20th, 2007,” a copy of
which is attached to the Complaint as Exhibit “A,” and
respectfully refers the court to that document for the legal
effect thereof. Defendants deny that Plaintiffs have duly
performed all of the conditions precedent on their part to be
performed under the alleged “Shareholders Agreement, ” in that
Plaintiffs failed to give prior written or electronic notice not
fewer than ten or twenty-four days nor more than 60 days stating
the place, date, hour and the purpose or purposes for which a
meeting of shareholders is called pursuant to section 605 of the
Business Corporation Law; and also in that a meeting pertaining
to the alleged “Shareholders Agreement” was not held at such
place within or without this state as may be fixed by or under
the by-laws, or if not so fixed, at the office of the
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corporation in this state pursuant to section 602 of the
Business Corporation Law; and also in that the corporate action
referred to in the alleged “Shareholders
Preview
ED ON 111212007 SUPmME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK LOWER MANHATTAN DIALYSIS CENTER, INC., L-M DIALYSIS CORPORATION, LANTZ-MATALON CHINATOWN ASSOCIATES, INC. and CHINATOWN DIALYSIS CENTER, L.L.C., Plaintiffs : ANSWER -against- : INDEX NO. 07-602547 JOHN P. LANTZ, M.D. and MARIE LANTZ, : Defendants. Defendants, John P. Lantz, M.D. (“Dr. Lantz”) and Marie Lantz, by their attorneys, Deener, Hirsch & Shramenko, P.C., as and for an Answer to the Verified Complaint (the “Complaint”) of the Plaintiffs herein, Lower Manhattan Dialysis Center, Inc. (”LMDC”) , L-M Dialysis Corporation (“L-M”), Lantz-Matalon Chinatown Associates, Inc, (“LMCA”) and Chinatown Dialysis Center, L.L.C. (“CDC”), respectfully allege as follows: IN ANSWER TO THE ALLEGATIONS ENTITLED: “ALLEGATIONS APPLICABLE TO EACH CAUSE OF ACTION” AND “INTRODUCTION” FIRST: Denies each and every allegation set forth in Paragraph “FIRST” of the Complaint. SECOND: Denies each and every allegation set forth in Paragraph “SECOND” of the Complaint, except admits that Dr. Supreme Court Records OnLine Library -page 1 of 31 Lantz is a physician and board certified nephrologist and that Dr. Lantz has practiced medicine and been involved in the ownership or management of one or more out-patient chronic renal dialysis facilities, as well as the entities that lease such operating facilities, and that each facility is subject to a variety of administrative rules and regulations promulgated by the New York Department of Health and other regulatory authorities, and states that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations that Dr. Matalon is a physician and board certified nephrologist who has practiced medicine together with Dr. Lantz or who has been involved in the ownership or management of one or more out-patient chronic renal dialysis facilities and that corporate or business entities obtain the leases for such operating facilities. THIRD: Denies each and every allegation set forth in Paragraph “THIRD” of the Complaint except admits that Dr. Lantz appears to be suffering from an apparent neurological disorder that leaves him bedridden. FOURTH : Denies each and every allegation set forth in Paragraph “FOURTH” of the Complaint, except admits that Dr. Lantz recognized the increasing and sustained demand for out- patient chronic renal dialysis facilities and that Dr. Lantz organized LMDC and is a shareholder of LMDC, and states that 2 Supreme Court Records OnLine Library -page 2 of 31 Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations that Dr. Matalon organized LMDC together witll Dr. Lantz and that Dr. Matalon is an equal shareholder or a sole and equal shareholder and that the express purpose of LMDC was to own and operate a free-standing dialysis center and that LMDC operated and continues to operate in the vicinity of New York University Medical Center and that LMDC’s original site was on Third Avenue and 17th Street in Manhattan and that today it is located on East 34th Street. FIFTH: Denies each and every allegation set forth in Paragraph “FIFTH” of the Complaint, except admits that Dr. Lantz formed L-M and is a shareholder of L-M, and states that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations that Dr. Matalon formed L-M together with Dr. Lantz and that Dr. Matalon is an equal shareholder or a sole and equal shareholder of L-M and that its express purpose was also to own and operate an independent free-standing dialysis center at 187 Third Avenue in Manhattan and that L-M operates independently and that LMDC provides certain administrative services to L-M. SIXTH: Denies each and every allegation set forth in Paragraph “SIXTH” of the Complaint, except admits that Dr. Lantz is a shareholder of LMCA, and states that Defendants are without 3 Supreme Court Records OnLine Library -page 3 of 31 knowledge or information sufficient to form a belief as to the truth of the allegations that Dr. Matalon is an equal shareholder or a sole and equal shareholder of LMCA and that LMCA holds the lease for 9-11 Crosby Street/lSO Lafayette Street and that LMCA has no other business. SEVENTH: Denies each and every allegation set forth in Paragraph “SEVENTH” of the Complaint, and states that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegation that Dr. Lantz was appointed Medical Director of LMDC, LM and CDC. EIGHTH: Denies each and every allegation set forth in Paragraph “EIGHTH” of the Complaint, except admits that Dr. Lantz is a shareholder of LMDC and that distributions have been made to Dr. Lantz, and states that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegation that Dr. Lantz is a shareholder of LMDC, LM and CDC. NINTH: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of Paragraph “NINTH” of the Complaint. TENTH : Denies each and every allegation set forth in Paragraph “TENTH” of the Complaint, except admits that on May 20, 2007, Marie Lantz (“Mrs. Lantz“) signed a document entitled “Meeting held on Sunday, May 20th, 2007,” a copy of which is 4 Supreme Court Records OnLine Library -page 4 of 31 attached to the Complaint as Exhibit “A,” and respectfully refers the court to that document for the legal effect thereof. Defendants deny that Plaintiffs have duly performed all of the conditions precedent on their part to be performed under the alleged “Shareholders Agreement,” in that Plaintiffs failed to give prior written or electronic notice not fewer than ten or twenty-four days nor more than 60 days stating the place, date, hour and the purpose or purposes for which a meeting of shareholders is called pursuant to section 605 of the Business Corporation Law; and also in that a meeting pertaining to the alleged “Shareholders Agreement” was not held at such place within or without this state as may be fixed by or under the by- laws, or if not so fixed, at the office of the corporation in this state pursuant to section 602 of the Business Corporation Law; and also in that the corporate action referred to in the alleged “Shareholders Agreement” was not authorized by a vote of the shareholders at a meeting of shareholders as required by section 614 of the Business Corporation Law; and also in that written consent to the entry of the alleged “Shareholders Agreement“ without a shareholders meeting was not signed by the holders of all outstanding shares entitled to vote thereon as provided for by section 615 of the Business Corporation Law. 5 Supreme Court Records OnLine Library -page 5 of 31 ELEVENTH: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of Paragraph “ELEVENTH” of the Complaint. TWELFTH: Denies each and every allegation set forth in Paragraph “TWELFTH” of the Complaint, except admits that Mrs. Lantz’s attorney sent Plaintiffs’ attorney a letter dated July 20, 2007, a copy of which is attached to the Complaint as Exhibit “B,” and respectfully refers the court to that document for the legal effect thereof and denies that Mrs. Lantz and Dr. Lantz and their family were notified of the $15,000,000 lease buyout approximately two weeks prior to May 20, and admits that Plaintiffs‘ attorney sent a letter dated July 27, 2007, a copy of which is attached to the Complaint as Exhibit “C,” and respectfully refers the court to that document for the legal effect thereof. THIRTEENTH: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of Paragraph “THIRTEENTH” of the Complaint. FOURTEENTH: Denies each and every allegation set forth in Paragraph “FOURTEENTH” of the Complaint, except admits that Mrs. Lantz signed a document entitled “Meeting held on Sunday, May 20th, 2007,” a copy of which is attached to the Complaint as Exhibit “A,” and respectfully refers the court to that document for the legal effect thereof. Defendants deny that Plaintiffs 6 Supreme Court Records OnLine Library -page 6 of 31 have duly performed all of the conditions precedent on their part to be performed under the alleged “Shareholders Agreement,” in that Plaintiffs failed to give prior written or electronic notice not fewer than ten or twenty-four days nor more than 60 days stating the place, date, hour and the purpose or purposes for which a meeting of shareholders is called pursuant to section 605 of the Business Corporation Law; and also in that a meeting pertaining to the alleged “Shareholders Agreement’’ was not held at such place within or without this state as may be fixed by or under the by-laws, or if not so fixed, at the office of the corporation in this state pursuant to section 602 of the Business Corporation Law; and also in that the corporate action referred to in the alleged “Shareholders Agreement” was not authorized by a vote of the shareholders at a meeting of shareholders as required by section 614 of the Business Corporation Law; and also in that written consent to the entry of the alleged “Shareholders Agreement” without a shareholders meeting was not signed by the holders of all outstanding shares entitled to vote thereon as provided for by section 615 of the Business Corporation Law. FIFTEENTH: Denies each and every allegation set forth in Paragraph “FIFTEENTH” of the Complaint, except admits that Mrs. Lantz’s attorney sent Plaintiffs’ attorney a letter dated July 20, 2007, a copy of which is attached to the Complaint as 7 Supreme Court Records OnLine Library -page 7 of 31 Exhibit “B,” and respectfully refers the court to that document for the legal effect thereof and denies that Mrs. Lantz and Dr. Lantz and their family were notified of the $15,000,000 lease buyout approximately two weeks prior to May 20, 2007; and states that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegation that Dr. Pericles Lantz is not a corporate employee. SIXTEENTH: Denies each and every allegation set forth in Paragraph “SIXTEENTH” of the Complaint, except admits that Mrs. Lantz’s attorney sent Plaintiffs‘ attorney a letter dated July 20, 2007, a copy of which is attached to the Complaint as Exhibit “B,” and respectfully refers the court to that document for the legal effect thereof and denies that Mrs. Lantz and Dr. Lantz and their family were notified of the $15,000,000 lease buyout approximately two weeks prior to May 20, 2007. SEVENTEENTH: Denies each and every allegation set forth in Paragraph “SEVENTEENTH” of the Complaint, except admits that Dr. Pericles Lantz made a speech, and states that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegation that Dr. Pericles Lantz is not a director, officer or employee. EIGHTEENTH: Denies each and every allegation set forth in Paragraph “EIGHTEENTH” of the Cornplaint. 8 Supreme Court Records OnLine Library -page 8 of 31 IN ANSWER TO THE ALLEGATIONS ENTITLED: “THE PARTIES AND PERTINENT INDIVIDUALS” NINETEENTH: States that Defendants are without knowleqe or information sufficient to form a belief as to the truth of the allegations of Paragraph “NINETEENTH” of the Complaint, except admits that LMDC was a corporation organized under the laws of the State of New York. TWENTIETH: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of Paragraph “TWENTIETH” of the Complaint, except admits that L-M was a corporation organized under the laws of the State of New York. TWENTY-FIRST: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of Paragraph “TWENTY-FIRST” of the Complaint, except admits that LMCA was a corporation organized under the laws of the State of New York. TWENTY-SECOND: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of Paragraph “TWENTY-SECOND” of the Complaint. TWENTY-THIRD: Admits the allegations of Paragraph “TWENTY- THIRD” of the Complaint. TWENTY-FOURTH: Admits the allegations of Paragraph “TWENTY- FOURTH” of the Complaint. 9 Supreme Court Records OnLine Library -page 9 of 31 TWENTY-FIFTH: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of th allegations of Paragraph “TWENTY-FIFTH” of the Complaint. TWENTY-SIXTH: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of Paragraph “TWENTY-SIXTH” of the Complaint. IN ANSWER TO THE ALLEGATIONS ENTITLED : ”BACKGROUND“ TWENTY-SEVENTH: States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of the first sentence of Paragraph “TWENTY-SEVENTH” of the Complaint, and answers as follows to the sub-paragraphs following the second sentence of Paragraph “TWENTY-SEVENTH” of the Complaint : (a) States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of sub-paragraph “(a ’I of Paragraph “TWENTY-SEVENTH” of the Complaint; (b) States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of sub-paragraph “(b)” of Paragraph “TWENTY-SEVENTH” of the Complaint; 10 Supreme Court Records OnLine Library -page 10 of 31 (c) States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of sub-paragraph "(c)" of Paragraph "TWENTY-SEVENTH" of the Complaint; (d) States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of sub-paragraph " (d) of Paragraph "TWENTY-SEVENTH" of the Complaint; (e) States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of sub-paragraph "(e)" of Paragraph "TWENTY-SEVENTH" of the Complaint; (f) States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of sub-paragraph "(f)" of Paragraph "TWENTY-SEVENTH" of the Complaint; and (9) States that Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations of sub-paragraph " (9) of Paragraph "TWENTY-SEVENTH" of the Complaint. TWENTY-EIGHTH: Denies each and every allegation set forth in Paragraph "TWENTY-EIGHTH" of the Complaint, TWENTY-NINTH: Denies each and every allegation set forth in Paragraph "TWENTY-NINTH" of the Complaint. 11 Supreme Court Records OnLine Library -page 11 of 31 THIRTIETH: Denies each and every allegation set forth in Paragraph “THIRTIETH” of the Complaint, except admits that on May 20, 2007, Mrs. Lantz signed a document entitled “Meeting held on Sunday, May 20th, 2007,” a copy of which is attached to the Complaint as Exhibit “A,“ and respectfully refers the court to that document for the legal effect thereof. Defendants deny that Plaintiffs have duly performed all of the conditions precedent on their part to be performed under the alleged “Shareholders Agreement, in that Plaintiffs failed to give prior written or electronic notice not fewer than ten or twenty- four days nor more than 60 days stating the place, date, hour and the purpose or purposes for which a meeting of shareholders is called pursuant to section 605 of the Business Corporation Law; and also in that a meeting pertaining to the alleged “Shareholders Agreement” was not held at such place within or without this state as may be fixed by or under the by-laws, or if not so fixed, at the office of the corporation in this state pursuant to section 602 of the Business Corporation Law; and also in that the corporate action referred to in the alleged “Shareholders Agreement” was not authorized by a vote of the shareholders at a meeting of shareholders as required by section 614 of the Business Corporation Law; and also in that written consent to the entry of the alleged “Shareholders Agreement” without a shareholders meeting was not signed by the holders of 12 Supreme Court Records OnLine Library -page 12 of 31 all outstanding shares entitled to vote thereon as provided for by section 615 of the Business Corporation Law. THIRTY-FIRST: Denies each and every allegation set forth in Paragraph “THIRTY-FIRST’’ of the Complaint, except admits that on May 20, 2007, Mrs. Lantz signed a document entitled “Meeting held on Sunday, May 20th, 2007,” a copy of which is attached to the Complaint as Exhibit “A, ” and respectfully refers the court to that document for the legal effect thereof. Defendants deny that Plaintiffs have duly performed all of the conditions precedent on their part to be performed under the alleged “Shareholders Agreement, ” in that Plaintiffs failed to give prior written or electronic notice not fewer than ten or twenty- four days nor more than 60 days stating the place, date, hour and the purpose or purposes for which a meeting of shareholders is called pursuant to section 605 of the Business Corporation Law; and also in that a meeting pertaining to the alleged “Shareholders Agreement” was not held at such place within or without this state as may be fixed by or under the by-laws, or if not so fixed, at the office of the corporation in this state pursuant to section 602 of the Business Corporation Law; and also in that the corporate action referred to in the alleged “Shareholders Agreement” was not authorized by a vote of the shareholders at a meeting of shareholders as required by section 614 of the Business Corporation Law; and also in that written 13 Supreme Court Records OnLine Library -page 13 of 31 consent to the entry of the alleged “Shareholders Agreement” without a shareholders meeting was not signed by the holders of all outstanding shares entitle( to vote thereon as provided for by section 615 of the Business Corporation Law. THIRTY-SECOND: Denies each and every allegation set forth in Paragraph “THIRTY-SECOND” of the Complaint, except admits that on May 20, 2007, Mrs. Lantz signed a document entitled “Meeting held on Sunday, May 20Lh, 2007,” a copy of which is attached to the Complaint as Exhibit \\A,” and respectfully refers the court to that document for the legal effect thereof. Defendants deny that Plaintiffs have duly performed all of the conditions precedent on their part to be performed under the alleged “Shareholders Agreement, I’ in that Plaintiffs failed to give prior written or electronic notice not fewer than ten or twenty-four days nor more than 60 days stating the place, date, hour and the purpose or purposes for which a meeting of shareholders is called pursuant to section 605 of the Business Corporation Law; and also in that a meeting pertaining to the alleged “Shareholders Agreement” was not held at such place within or without this state as may be fixed by or under the by-laws, or if not so fixed, at the office of the corporation in this state pursuant to section 602 of the Business Corporation Law; and also in that the corporate action referred to in the alleged “Shareholders Agreement” was not 14 Supreme Court Records OnLine Library -page 14 of 31 authorized by a vote of the shareholders at a meeting of shareholders as required by section 614 of the Business Corporation Law; and also in that written consent to the entry of the alleged “Shareholders Agreement’‘ without a shareholders meeting was not signed by the holders of all outstanding shares entitled to vote thereon as provided for by section 615 of the Business Corporation Law. THIRTY-THIRD: Denies each and every allegation set forth in Paragraph “THIRTY-THIRD“ of the Complaint, except admits that on May 20, 2007, Mrs. Lantz signed a document entitled “Meeting held on Sunday, May 20th, 2007,” a copy of which is attached to the Complaint as Exhibit “A,” and respectfully refers the court to that document for the legal effect thereof. Defendants deny that Plaintiffs have duly performed all of the conditions precedent on their part to be performed under the alleged “Shareholders Agreement, ” in that Plaintiffs failed to give prior written or electronic notice not fewer than ten or twenty-four days nor more than 60 days stating the place, date, hour and the purpose or purposes for which a meeting of shareholders is called pursuant to section 605 of the Business Corporation Law; and also in that a meeting pertaining to the alleged “Shareholders Agreement” was not held at such place within or without this state as may be fixed by or under the by-laws, or if not so fixed, at the office of the 15 Supreme Court Records OnLine Library -page 15 of 31 corporation in this state pursuant to section 602 of the Business Corporation Law; and also in that the corporate action referred to in the alleged “Shareholders