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(FILED: NASSAU COUNTY CLERK 0472672016 I1:45 AM INDEX NO. 608245/2015
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 04/26/2016
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
In the Matter of the Application of
: Index No. 608245/2015
DOMINGOS R. RAMALHETE, : (Bucearia, J.)
Petitioner, : VERIFIED
: ANSWER TO PETITION
For the Judicial Pursuant to §1104
Of the Business Corporation Law,
- against -
ARMANDO R. RAMALHETE,
ANTONIO R. RAMALHETE,
RAMALHETE ENTERPRISES, INC.,
Respondents.
Respondents Armando R. Ramalhete and Antonio R. Ramalhete (collectively,
“Respondents”), by their attorneys, Farrell Fritz, P.C., as and for their Answer to the Verified
Petition of Petitioner Domingos R. Ramalhete (“Petitioner”), dated December 21, 2015,
(“Petition”), state and allege as follows:
1. Respondents admit the allegations.
2. Respondents admit the allegations.
3. Respondents admit the allegations.
4, Respondents admit the allegations.
33 Respondents admit the allegations.
6. The allegations stated in Paragraph 6 of the Petition require neither an admission
nor denial because they consist primarily of legal argument. To the extent a responsive pleading
is required, Respondents deny the allegations therein.
lof 57. Respondents admit the allegations.
8. Respondents admit the allegations.
9. Respondents deny the allegations.
10. Respondents deny the allegations.
11. Respondents deny the allegations.
12. Respondents deny the allegations.
13. Respondents deny the allegations.
14. Respondents deny the allegations.
15. Respondents deny the allegations.
16. Respondents deny the allegations.
17. _ Respondents deny the allegations.
18. The allegations stated in Paragraph 18 of the Petition require neither an admission
nor denial because they consist primarily of legal argument. To the extent a responsive pleading
is required, Respondents deny the allegations therein.
19. Respondents deny the allegations.
20. The allegations stated in Paragraph 20 of the Petition require neither an admission
nor denial because they consist primarily of legal argument. To the extent a responsive pleading
is required, Respondents deny the allegations therein.
FIRST AFFIRMATIVE DEFENSE
21. Dissolution of Ramalhete Enterprises, Inc. would not be beneficial to the
shareholders.
20f 5SECOND AFFIRMATIVE DEFENSE
22. Petitioner’s request for dissolution is barred by the equitable doctrines of waiver,
estoppel, unclean hands, and laches.
THIRD AFFIRMATIVE DEFENSE
23. The Petition fails, in whole or in part, to state a claim upon which relief may be
granted.
WHEREFORE, Respondents Armando R. Ramalhete and Antonio R. Ramalhete
demand judgment against Petitioner, dismissing the Petition in its entirety, with prejudice;
together with such other and further relief as the Court deems just and proper, including an
award of Respondents’ attorneys’ fees, costs and disbursements.
Dated: New York, New York
April 26, 2016
Respectfully submitted,
FARRELL FRITZ, P.C.
Attorneys for Respondents Armando R.
Ramalhete and Antonio R. Ramalhete
By: Kin P
Kevin P. Mulry
1320 RXR Plaza
Uniondale, New York 11556
(516) 227-0700
TO: MARCOD. SILVA, ESQ.
Attorney for Petitioner
221 Mineola Boulevard
Mineola, New York 11501
(516) 294-5614
3 0f 5SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
In the Matter of the Application of
: Index No. 608245/2015
DOMINGOS R. RAMALHETE, : (Bucaria, J.)
Petitioner, : VERIFICATION OF
: ANSWER TO PETITION
For the Judicial Pursuant to §1104
Of the Business Corporation Law,
- against -
ARMANDO R. RAMALHETE,
ANTONIO R. RAMALHETE,
RAMALHETE ENTERPRISES, INC.,
Respondents.
STATE OF NEW YORK _ )
) ss:
COUNTY OF NASSAU )
I, ARMANDO R. RAMALHETE, being duly sworn, say:
I am a Respondent in the above-captioned proceeding. I have read the foregoing Answer
to Petition and know the contents thereof, and state that the same is true to my own knowledge,
except to those matters which are stated to be on information and belief, and as to those matters I
believe them to be true. The grounds of my belief as to all matters therein not stated upon my
own knowledge are the files, books and records maintained by Ramalhete Enterprises, Inc.
Ppecseec ho Rocchi
Al DO R. RAMALHETE
Sworn to before me the
<&Aday of April, 2016.
fated.
Notary ke A. fCaucpltd
Notary Public, State of New York
No. 01CA6289931
Qualified in Nassau County
Commission Expires Sept. 30, 2017 4
40f 5SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
In the Matter of the Application of
: Index No. 608245/2015
DOMINGOS R. RAMALHETE, : (Bucaria, J.)
Petitioner, : VERIFICATION OF
: ANSWER TO PETITION
For the Judicial Pursuant to §1104
Of the Business Corporation Law,
- against -
ARMANDO R. RAMALHETE,
ANTONIO R. RAMALHETE,
RAMALHETE ENTERPRISES, INC.,
Respondents.
STATE OF NEW YORK _)
) ss:
COUNTY OF NASSAU )
I, ANTONIO R. RAMALHETE, being duly sworn, say:
I am a Respondent in the above-captioned proceeding. I have read the foregoing Answer
to Petition and know the contents thereof, and state that the same is true to my own knowledge,
except to those matters which are stated to be on information and belief, and as to those matters I
believe them to be true. The grounds of my belief as to all matters therein not stated upon my
own knowledge are the files, books and records maintained by Ramalhete Enterprises, Inc.
ANTONIO R. RAMALHETE
Sworn to before me the
ashday of April, 2016.
Ons
Notary Pub!
DOROTHY A. CAULFIELD
Notary Public, State of New York
No. 01CA6289931
Qualified in Nassau County 5
Commission Expires Sept. 30, 2017
5 of 5
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(FILED: NASSAU COUNTY CLERK 0472672016 I1:45 AM INDEX NO. 608245/2015 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 04/26/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU In the Matter of the Application of : Index No. 608245/2015 DOMINGOS R. RAMALHETE, : (Bucearia, J.) Petitioner, : VERIFIED : ANSWER TO PETITION For the Judicial Pursuant to §1104 Of the Business Corporation Law, - against - ARMANDO R. RAMALHETE, ANTONIO R. RAMALHETE, RAMALHETE ENTERPRISES, INC., Respondents. Respondents Armando R. Ramalhete and Antonio R. Ramalhete (collectively, “Respondents”), by their attorneys, Farrell Fritz, P.C., as and for their Answer to the Verified Petition of Petitioner Domingos R. Ramalhete (“Petitioner”), dated December 21, 2015, (“Petition”), state and allege as follows: 1. Respondents admit the allegations. 2. Respondents admit the allegations. 3. Respondents admit the allegations. 4, Respondents admit the allegations. 33 Respondents admit the allegations. 6. The allegations stated in Paragraph 6 of the Petition require neither an admission nor denial because they consist primarily of legal argument. To the extent a responsive pleading is required, Respondents deny the allegations therein. lof 57. Respondents admit the allegations. 8. Respondents admit the allegations. 9. Respondents deny the allegations. 10. Respondents deny the allegations. 11. Respondents deny the allegations. 12. Respondents deny the allegations. 13. Respondents deny the allegations. 14. Respondents deny the allegations. 15. Respondents deny the allegations. 16. Respondents deny the allegations. 17. _ Respondents deny the allegations. 18. The allegations stated in Paragraph 18 of the Petition require neither an admission nor denial because they consist primarily of legal argument. To the extent a responsive pleading is required, Respondents deny the allegations therein. 19. Respondents deny the allegations. 20. The allegations stated in Paragraph 20 of the Petition require neither an admission nor denial because they consist primarily of legal argument. To the extent a responsive pleading is required, Respondents deny the allegations therein. FIRST AFFIRMATIVE DEFENSE 21. Dissolution of Ramalhete Enterprises, Inc. would not be beneficial to the shareholders. 20f 5SECOND AFFIRMATIVE DEFENSE 22. Petitioner’s request for dissolution is barred by the equitable doctrines of waiver, estoppel, unclean hands, and laches. THIRD AFFIRMATIVE DEFENSE 23. The Petition fails, in whole or in part, to state a claim upon which relief may be granted. WHEREFORE, Respondents Armando R. Ramalhete and Antonio R. Ramalhete demand judgment against Petitioner, dismissing the Petition in its entirety, with prejudice; together with such other and further relief as the Court deems just and proper, including an award of Respondents’ attorneys’ fees, costs and disbursements. Dated: New York, New York April 26, 2016 Respectfully submitted, FARRELL FRITZ, P.C. Attorneys for Respondents Armando R. Ramalhete and Antonio R. Ramalhete By: Kin P Kevin P. Mulry 1320 RXR Plaza Uniondale, New York 11556 (516) 227-0700 TO: MARCOD. SILVA, ESQ. Attorney for Petitioner 221 Mineola Boulevard Mineola, New York 11501 (516) 294-5614 3 0f 5SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU In the Matter of the Application of : Index No. 608245/2015 DOMINGOS R. RAMALHETE, : (Bucaria, J.) Petitioner, : VERIFICATION OF : ANSWER TO PETITION For the Judicial Pursuant to §1104 Of the Business Corporation Law, - against - ARMANDO R. RAMALHETE, ANTONIO R. RAMALHETE, RAMALHETE ENTERPRISES, INC., Respondents. STATE OF NEW YORK _ ) ) ss: COUNTY OF NASSAU ) I, ARMANDO R. RAMALHETE, being duly sworn, say: I am a Respondent in the above-captioned proceeding. I have read the foregoing Answer to Petition and know the contents thereof, and state that the same is true to my own knowledge, except to those matters which are stated to be on information and belief, and as to those matters I believe them to be true. The grounds of my belief as to all matters therein not stated upon my own knowledge are the files, books and records maintained by Ramalhete Enterprises, Inc. Ppecseec ho Rocchi Al DO R. RAMALHETE Sworn to before me the <&Aday of April, 2016. fated. Notary ke A. fCaucpltd Notary Public, State of New York No. 01CA6289931 Qualified in Nassau County Commission Expires Sept. 30, 2017 4 40f 5SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU In the Matter of the Application of : Index No. 608245/2015 DOMINGOS R. RAMALHETE, : (Bucaria, J.) Petitioner, : VERIFICATION OF : ANSWER TO PETITION For the Judicial Pursuant to §1104 Of the Business Corporation Law, - against - ARMANDO R. RAMALHETE, ANTONIO R. RAMALHETE, RAMALHETE ENTERPRISES, INC., Respondents. STATE OF NEW YORK _) ) ss: COUNTY OF NASSAU ) I, ANTONIO R. RAMALHETE, being duly sworn, say: I am a Respondent in the above-captioned proceeding. I have read the foregoing Answer to Petition and know the contents thereof, and state that the same is true to my own knowledge, except to those matters which are stated to be on information and belief, and as to those matters I believe them to be true. The grounds of my belief as to all matters therein not stated upon my own knowledge are the files, books and records maintained by Ramalhete Enterprises, Inc. ANTONIO R. RAMALHETE Sworn to before me the ashday of April, 2016. Ons Notary Pub! DOROTHY A. CAULFIELD Notary Public, State of New York No. 01CA6289931 Qualified in Nassau County 5 Commission Expires Sept. 30, 2017 5 of 5