Preview
RETURN DATE: OCTOBER 29, 2019
DOCKET NO. SUPERIOR COURT
SUMMIT ASSOCIATES, LTD., a New York entity and J.D. OF NEW HAVEN
SUMMIT ASSOCIATES, LTD, an Afghanistan entity
AT NEW HAVEN
V.
ABDUL RAHMAN YAMRALI October 11, 2019
COMPLAINT
Count I - Declaratory Judgment
1. Plaintiffs, Summit Associates, Ltd., a corporation organized and existing under
the laws of the State of New York ("New York Summit"), and Summit Associates Ltd., a
company organized and existing under the laws of the Islamic Republic of Afghanistan ("Afghan
Summit;" New York Summit and Afghan Summit hereafter collectively to be referred to as
"Summit"), bring this Complaint to enforce the settlement of a longstanding dispute between
Summit, its principal Reha Celikay ("Reha") and the Overseas Private Investment Corporation
("OPIC"). OPIC is the development finance agency of the United States Government.
2. As set forth in more detail below, OPIC loaned money to Summit, personally
guaranteed by Reha and his wife Gulnur Celikay ("Gulnur"), both United States citizens, in order
for Summit to acquire, build and operate a cold storage facility in Kabul, Afghanistan, so that
Afghan Summit could grow its frozen chicken import and distribution business.
3. With the benefit ofOPIC's loan, Summit acquired the cold storage facility and the
land underneath it along with several other parcels of land in other parts of Afghanistan.
However, because under the laws of Afghanistan only Afghan citizens are able to own land in
Afghanistan, and pursuant to standard practice in such circumstances. Summit placed title to the
land underlying the cold storage facility in the name of defendant, Abdul Rahman Yamrali
1
("Yamrali"), a trusted employee of Summit. As part of that transaction, Yamrali agreed that he
was merely a nominal title holder, that he held title for the benefit of Summit, and would follow
Summit's instructions in respect of ownership of the land.
4. OPIC, Summit and Reha settled their dispute with Summit's agreement to transfer
all of its assets in Afghanistan to OPIC's designee, who would manage and ultimately sell the
assets in order to recoup, in whole or in part, OPIC's loan proceeds. Pursuant to that settlement,
Reha and Summit appointed Enayat Qasimi ("Qasimi"), an attorney who has counseled OPIC, as
its attorney-in-fact in order to sell Summit's assets. As part of the settlement, Reha and Summit
agreed to instruct Yamrali to cooperate fully with Qasimi.
5. Yamrali has refused to follow the instructions given by Qasimi, Reha and
Summit. Rather than cooperate with Qasimi, as Summit is obligated to do, Yamrali has actively
interfered with Qasimi's efforts, as Summit's attorney-in-fact, to lease the Kabul property, and
has caused the tenant located by Qasimi to terminate the lease Qasimi had signed on behalf of
Summit and for the benefit of OPIC.
6. Yamrali now asserts that he is the actual owner of the property, and has installed
his own tenant in addition to using portions of the property for his own business. Yamrali's
refusal to cooperate with Summit has necessitated this action, in which Summit seeks: (a) a
declaration requiring Yamrali to cooperate and (b) money damages for the monies he has
improperly converted to himself and the damages he has caused Summit.
The Parties
7. New York Summit and Afghan Summit are both entities established and
controlled by Reha in order to facilitate a variety of businesses Afghan Summit operated in
Afghanistan. In addition to the cold storage facility, Afghan Summit, directly or through a
nominal Afghan owner, owned real property in Herat, Kunduz and Mazar-i-Sharif, Afghanistan.
2
8. Yamrali is a natural person residing at 465 Sawmill Road, Apt. 409, West Haven,
Coruaecticut. At the time Yamrali was listed as nominal owner of the cold storage facility,
Yamrali was a resident and citizen of Herat, Afghanistan. He has since moved to the United
States.
The Underlying Transactions
9. Between June 2008 and June 2010, Summit and OPIC entered into three separate
transactions, pursuant to which OPIC provided funding to Reha and Summit for specified
purposes. In the first of these transactions, OPIC extended to Summit a credit facility in the
principal amount of up to four million dollars ($4,000,000) for the purpose of funding Summit's
expansion of a business to engage in the import and distribution of frozen chicken in
Afghanistan. The acquisition of the cold storage facility in Kabul, Afghanistan, was
accomplished through this transaction.
10. Between 2008 and 2010, OPIC provided Summit with a credit facility in the
aggregate amount of thirteen million dollars ($13,000,000) for the purpose of Summit acquiring
and operating certain other businesses in Afghanistan. At the time Summit borrowed the funds
from OPIC, Summit was owned and controlled by Reha, a United States citizen, who, along with
his wife Gulnur Celikay ("Gulnur," collectively with Reha, the "Celikays"), also a United States
citizen, absolutely and unconditionally guaranteed each of the loans.
11. Throughout the life of the various transactions between Summit and OPIC,
Summit obtained disbursements pursuant to the credit facility granted by OPIC in the total
amount of eleven million dollars ($11,000,000).
3
The Cold Storage Facility in Kabul
12. Among other things, the funds borrowed by Summit from OPIC were used to
purchase land in Afghanistan upon which the Summit businesses would operate (the "Summit
Properties").
13. Pursuant to Article 41 of the Constitution of Afghanistan, however, foreign
nationals are permitted to own and operate businesses in Afghanistan, but they are not permitted
to own land there. As a result, Reha could not be listed as owner of the real property under the
cold storage facility.
14. In order to comply with Afghan law. Summit and Yamrali, a long-time and
trusted employee of Summit, agreed that Yamrali would be listed on the deed as the title holder
of the Summit Properties, but only nominally. This is a common arrangement in Afghanistan to
facilitate international investment.
15. In exchange for Yamrali's agreement to serve as nominee and to honor and follow
any instruction Summit gave him as to any property where he was named nominal real property
owner, Afghan Summit gave Yamrali a 1% equity interest in the Company and a regular monthly
salary.
16. Afghan Summit and Yamrali memorialized these understandings in the Statement
of Agreement (the "Statement of Agreement"), dated as of October 4, 2007, pursuant to which
Yamrali acknowledged that he was merely a nominee owner for Summit and otherwise had no
ownership rights in the cold storage facility, the land underneath it, or any other property owned
or subsequently acquired by Summit in which he would be listed as a nominal owner.
17. The Statement of Agreement was written and executed in both English and Dari,
and provides in relevant part:
4
Acknowledging in good state of mental health, I, Abdul Rahman, with actual and
permanent residence in Herat Province, hereby agreed with the below mentioned words.
The amount of four and halfjerebs of land in the Industrial Park ofPol-e-Charkhi, Kabul
(for further land specification refer to the attached deed) and amount offivejerebs of
land in second phase lot number 351-355 of the Industrial Park of Herat province (for
further land specification refer to the attached deeds) which in total is equivalent to
USD $440,000 was purchased with cash funding from Summit Associates Company,
as licensed under AISA and Ministry of Commerce & Industry of the Islamic Republic of
Afghanistan. This mentioned company is registered under the ownership of Mr.
Reha Mustafa Celikay, a U.S. citizen.
According to the Constitutional law in Afghanistan, foreign citizens are not allowed
to purchase land in Afghanistan. Therefore, the above-mentioned company has
purchased all these mentioned lands, in the name of local employee and one percent
shareholder, Mr. Abdul Rahman. And all the lands of two provinces are purchased under
the name of Summit Associates, which its ownership legally falls under Mr. Reha
Mustafa Celikay.
And I, as the local employee and one percent shareholder of this company since 2002,
have been receiving a monthly salary of $800 per month. Therefore, once again I state,
in good mental health that Summit Associates Company of Mr. Reha Mustafa
Celikay, has purchased and is the rightful owner of all the mentioned lands in this
letter, and can at any point in time, transfer the name of the deeds of the lands or
sell to any other person. And I, in the presence of witnesses, hereby state, that now
and in the future, have no official or legal claims on these lands. (Statement of
Agreement, emphasis added)
18. Yamrali therefore acknowledged unconditionally that Summit was the rightful
owner of the cold storage facility, and another property in Herat Province in which nominal title
was also placed in Yamrali's name, and further that Summit could, at any time, instruct Yamrali
to transfer the deeds in any property owned by Summit, including the cold storage facility, to any
third party Summit designates.
19. Yamrali unequivocally agreed that he would honor and follow any instruction
Summit gave him in respect of the disposition of any such properties, including the cold storage
facility. The Statement of Agreement is fully enforceable under Afghan law.
5
Summit and the Celikays Default
20. By September 2017, Summit was in default of the credit facility provided by
OPIC. By letter dated September 29, 2017, OPIC served upon Summit a Notice of Default,
Notice of Acceleration and Call on Guarantees that directed Summit to repay the principal sum
of eleven million dollars ($11,000,000), plus accrued interest then to date of August 30, 2017, for
a total immediately due and owing of thirteen million seven hundred seventy four thousand five
hundred and two dollars and fifty-seven cents ($13,774,502.57). The Notice of Default also
called the unconditional personal guarantees executed by Reha and Gulnur as security for the
credit facility.
21. As a result. Summit and each of the Celikays became liable to OPIC, jointly and
severally, in the amount of $13,774,502.57, plus accruing interest, a sum that Summit and the
Celikays refused to pay in whole or in part.
22. As a consequence of said default, on or about November 13, 2017, OPIC
commenced an action against the Celikays in the United States District Court for the Southern
District of New York to enforce the Guarantees.
OPIC, Summit and the Celikays Enter into a Settlement,
pursuant to which the Celikays Transfer
Power of Attorney in all of Summit's Assets to OPIC'S Designee
23. Following OPIC's commencement of the action referenced above, on January 11,
2018, the Celikays filed a bankruptcy petition under Chapter 7 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Eastern District of New York under Case
No. 8-18-70232-reg (the "Bankruptcy Action"). OPIC filed a Proof of Claim in the Bankruptcy
Case.
24. On October 5, 2018, OPIC, Summit and the Celikays entered into a settlement
agreement (the "Settlement Agreement"), pursuant to which the parties resolved all of the claims
6
between them, including, but not limited to, any claim OPIC could bring against the Celikays in
the Bankruptcy Action.
25. As part of the Settlement Agreement, New York Summit and Afghan Summit
transferred and conveyed to OPIC "all right, title and interest they have or may have in every
asset, of whatever kind and description, whether tangible or intangible, liquid or illiquid,
wherever located, including all claims that [Summit] may have against any third party, including
but not limited to" the rights, titles, interests in and claims relating to the properties Summit
acquired in Afghanistan, and "all real property [owned by Summit] wherever located, in the
United States, Afghanistan or anywhere else in the world." This Settlement Agreement
specifically covered the Kabul cold storage facility, which retained substantial value.
26. Pursuant to the Settlement Agreement, Reha agreed to execute a Power of
Attorney "for the ultimate purpose of effectuating the purpose" of transferring all of Summit's
assets to OPIC, which would ultimately liquidate such assets, including the cold storage facility,
in order to recoup part of the credit facility on which Summit and the Celikays defaulted.
27. As part of the Settlement Agreement, Reha and Summit agreed that they would
deliver instructions to defendant Yamrali to effectuate the transfer of Summit's assets to OPIC's
designee. Specifically, the Settlement Agreement provides that:
R. Celikay and [Summit] agree that at OPIC's request, they shall instruct Abdul
RahmanYamrali... to execute all documents, and take all steps necessary, to effectuate
the complete transfer to OPIC of all assets intended to be transferred or conveyed
pursuant to this Agreement, and shall, upon OPIC's request, present OPIC with proof of
each such instruction given.
28. In compliance with the Settlement Agreement, Reha, as the principal shareholder
and President of Summit, executed a Power of Attorney, which assigned all ofReha's rights and
privileges in Summit to Qasimi. The Power of Attorney granted Qasimi the ability to manage,
transfer and sell Summit's assets at OPIC's direction and for its benefit.
7
Yamrali Refuses to Comply With the Statement of Agreement
29. Pursuant to his Power of Attorney, Qasimi undertook to find tenants for Summit's
Afghan assets, including the cold storage facility, in order to generate rental income until the sale
of the properties could be effectuated. To that end. Summit entered into a lease agreement (the
"Cold Storage Lease") with an Afghan business enterprise called Sayed Mustafa Hashemi Ltd.
("Sayed Mustafa") for part of the cold storage facility. The lease agreement was entered into by
Summit, through Qasimi, as attorney-in-fact for OPIC.
30. Shortly after the Cold Storage Lease between Summit and Sayed Mustafa was
executed, Yamrali represented to the tenant, Sayed Mustafa, that Yamrali was actually the owner
of the cold storage facility, and that OPIC and Summit had no right to lease it. Yamrali
demanded that Sayed Mustafa vacate the cold storage facility, and subsequently served a notice
of eviction on Sayed Mustafa and threatened legal action. These steps were taken in blatant
violation of the Statement of Agreement, in which, in exchange for a 1% interest in Afghan
Summit, Yamrali acknowledged that Yamrali was only a nominal owner obligated to follow
Summit's instructions faithfully, with no legal or equitable right to any of Summit's assets,
including the cold storage facility, or to any rent therefrom.
31. On February 4, 20 19, Qasimi met with Yamrali. Qasimi advised Yamrali that his
attempt to evict Sayed Mustafa violated Yamrali's duties to Summit and Summit's obligations to
OPIC, and demanded that Yamrali cease and desist from interfering in any way with Summit's
lease with Sayed Mustafa. Yamrali refused.
32. Despite the Statement of Agreement and the Settlement Agreement, Yamrali
continued to assert that he was the legal owner of the cold storage facility, entitled to terniinate
the Lease Agreement and enter into a new lease pursuant to which Yamrali would collect rents.
8
33. Accordingly, on or about March 8, 2019, Summit, through Qasimi, terminated
Yamrali's affiliation and employment with Summit, effective immediately. Qasimi reminded
Yamrali that he had no authority to represent Summit, to terminate the Lease Agreement, or to
enter into a new lease with any tenant, and again enclosed a Power of Attorney for Yamrali to
sign. Once again, Yamrali refused to sign the Power of Attorney.
34. In March, 2019, Reha also wrote to Yamrali, and instructed him to comply
unconditionally with Qasimi's directive and the terms of the Settlement Agreement. Qasimi
specifically instructed Yamrali to: (i) sign the Power of Attorney previously sent to Yamrali;
(ii) withdraw the termination and eviction notice issued to Sayed Mustafa; (iii) turn over all rents
collected by Yamrali related to any of the Summit Properties, including the cold storage facility,
and to stop collecting any further rents; (iv) stop communicating with Sayed Mustafa; and
(v) stop representing himself as the owner of any of Summit's assets or as an authorized officer
or employee of Summit.
35. Yamrali ignored Reha's instructions. He has now entered into his own lease with
Sayed Mustafa for the cold storage facility, pursuant to which he has been collecting rents, which
he has refused to turn over to Summit, Qasimi or OPIC. This conduct frustrates OPIC's ability
to accomplish the purposes of the Settlement Agreement, and specifically to sell the cold storage
facility.
36. In addition, for years, Yamrali has been using more than half of the cold storage
facility for his own meat distribution business.
37. Yamrali's behavior also violates his own covenants under the Statement of
Agreement, to which OPIC has succeeded pursuant to the Settlement Agreement. He is no
9
longer acting only as a nominal owner of the cold storage facility, obligated to act in Summit's
interests and to faithfully can-y out its instructions. He has been unjustly enriched by this breach.
38. Yamrali has been representing himself to be the owner and title holder of the
Summit properties, including the cold storage facility. Yamrali has admitted to Qasimi that he
has obtained duplicate deeds to the properties, in contravention of the applicable laws of
Afghanistan, and is using the deeds to enrich himself in violation of his commitment to Summit
and obligations to OPIC.
39. As a result of Yamrali's conduct and breaches of the Statement of Agreement as
set forth herein. Summit is entitled to a declaration that Yamrali has no ownership rights of any
kind as to Summit's Afghan assets, including, but not limited to, the cold storage facility, and is
obligated, pursuant to the Statement of Agreement and the Settlement Agreement, to follow
Summit's instructions, conveyed through its attorney-in-fact, and transfer all monies collected
from the cold storage facility tenant, evacuate the cold storage facility and cease using it for any
business he conducts.
40. Accordingly, Summit respectfully requests a judicial declaration and order: (i)
declaring that Yamrali is in breach of the Statement of Agreement and the Settlement
Agreement, (ii) directing Yamrali to comply with the Statement of Agreement and the Settlement
Agreement by ceasing to interfere with Summit's efforts to rent and/or sell the Summit
Properties to the benefit of OPIC; (iii) directing Yamrali to comply with the Statement of
Agreement and the Settlement Agreement by executing the Power of Attorney assigning all of
Yamrali's rights, if any, in the Summit Properties to Qasimi, as Attorney-in-Fact, for Summit;
(iv) directing Yamrali to turn over to Qasimi all rentals or other payments, of whatever kind and
description, collected by Yamrali related to any of the Summit Properties and to stop collecting
10
any further rent; (v) directing Yamrali to cease representing himself as an owner of Summit or
any of its assets, including the cold storage facility, and as able to enter into leases or any other
binding legal transaction on Summit's behalf; and (vi) directing Yamrali to immediately cease
using any part of the cold storage facility and other Summit properties for his own businesses or
any other purpose.
COUNT II - Breach of Contract
1-38. Plaintiff repeats and realleges paragraphs 1 through 32 of Count I as if fully set
forth herein.
39. Defendant entered into the Statement of Agreement acknowledging that:
Summit Associates Company of Mr. Reha Mustafa Celikay, has purchased and is
the rightful owner of all the mentioned lands in this letter, and can at any point in
time, transfer the name of the deeds of the lands or sell to any other person. And I,
in the presence of witnesses, hereby state, that now and in the future, have no
official or legal claims on these land.
40. In accordance with the Statement of Agreement, Defendant entered into the
Settlement Agreement.
41. Defendant breached both agreements by, among other things, refusing to comply
with Qasimi's directives and the terms of the Settlement Agreement, to (i) sign the Power of
Attorney previously sent to Yamrali; (ii) withdraw the termination and eviction notice issued to
Say ed Mustafa; (ill) turn over all rents collected by Yamrali related to any of the Summit
Properties, including the cold storage facility, and to stop collecting any further rents; (iv) stop
communicating with Sayed Mustafa; and (v) stop representing himself as the owner of any of
Summit's assets or as an authorized officer or employee of Summit.
11
42. Defendant has further breached the agreements by obtaining and retaining
economic benefit from a property he does not own, which benefit rightfully belongs to Plaintiff
and OPIC.
43. As a result of Defendant's breach, Plaintiff has suffered damages.
COUNT III - Unjust Enrichment
1-38. Plaintiff repeats and realleges paragraphs 1 through 32 of Count I as if fully set
forth herein.
39. Defendant has improperly retained the economic benefits of the property without
being its rightful owner.
40. Defendant has been unjustly enriched by retaining said benefits.
41. As a result. Defendant should be required to disgorge said benefits to Plaintiff.
PRAYER FOR RELIEF
WHEREFORE, SUMMIT respectfully requests judgment against ABDUL RAHMAN
YAMRALI for the following relief:
1. As to Count I, an order of the court (i) declaring that Yamrali is in breach of the
Statement of Agreement and the Settlement Agreement, (ii) directing Yamrali to comply with the
Statement of Agreement and the Settlement Agreement by ceasing to interfere with Summit's
efforts to rent and/or sell the Summit Properties to the benefit ofOPIC; (iii) directing Yamrali to
comply with the Statement of Agreement and the Settlement Agreement by executing the Power
of Attorney assigning all ofYamrali's rights, if any, in the Summit Properties to Qasimi, as
Attorney-in-Fact, for Summit; (iv) directing Yamrali to turn over to Qasimi all rentals or other
payments, of whatever kind and description, collected by Yamrali related to any of the Summit
Properties and to stop collecting any further rent; (v) directing Yamrali to cease representing
12
himself as an owner of Summit or any of its assets, including the cold storage facility, and able to
enter into leases or any other binding legal transaction on Summit's behalf and (vi) directing
Yamrali to immediately cease using any part of the cold storage facility and other Summit
properties for his own businesses or any other purpose.
2. As to Count II, award of money damages for Defendant' s breach of contract;
3. As to Count III, disgorgement of monies, property and other economic benefits
wrongfully withheld by Defendant;
4. Costs; and
5. Such other and further relief as this Court deems appropriate.
PLAINTIFFS,
SUMMIT ASSOCIATES, LTD. and
SUMMIT ASSOCIATES, LTD.
By
Preview
RETURN DATE: OCTOBER 29, 2019 DOCKET NO. SUPERIOR COURT SUMMIT ASSOCIATES, LTD., a New York entity and J.D. OF NEW HAVEN SUMMIT ASSOCIATES, LTD, an Afghanistan entity AT NEW HAVEN V. ABDUL RAHMAN YAMRALI October 11, 2019 COMPLAINT Count I - Declaratory Judgment 1. Plaintiffs, Summit Associates, Ltd., a corporation organized and existing under the laws of the State of New York ("New York Summit"), and Summit Associates Ltd., a company organized and existing under the laws of the Islamic Republic of Afghanistan ("Afghan Summit;" New York Summit and Afghan Summit hereafter collectively to be referred to as "Summit"), bring this Complaint to enforce the settlement of a longstanding dispute between Summit, its principal Reha Celikay ("Reha") and the Overseas Private Investment Corporation ("OPIC"). OPIC is the development finance agency of the United States Government. 2. As set forth in more detail below, OPIC loaned money to Summit, personally guaranteed by Reha and his wife Gulnur Celikay ("Gulnur"), both United States citizens, in order for Summit to acquire, build and operate a cold storage facility in Kabul, Afghanistan, so that Afghan Summit could grow its frozen chicken import and distribution business. 3. With the benefit ofOPIC's loan, Summit acquired the cold storage facility and the land underneath it along with several other parcels of land in other parts of Afghanistan. However, because under the laws of Afghanistan only Afghan citizens are able to own land in Afghanistan, and pursuant to standard practice in such circumstances. Summit placed title to the land underlying the cold storage facility in the name of defendant, Abdul Rahman Yamrali 1 ("Yamrali"), a trusted employee of Summit. As part of that transaction, Yamrali agreed that he was merely a nominal title holder, that he held title for the benefit of Summit, and would follow Summit's instructions in respect of ownership of the land. 4. OPIC, Summit and Reha settled their dispute with Summit's agreement to transfer all of its assets in Afghanistan to OPIC's designee, who would manage and ultimately sell the assets in order to recoup, in whole or in part, OPIC's loan proceeds. Pursuant to that settlement, Reha and Summit appointed Enayat Qasimi ("Qasimi"), an attorney who has counseled OPIC, as its attorney-in-fact in order to sell Summit's assets. As part of the settlement, Reha and Summit agreed to instruct Yamrali to cooperate fully with Qasimi. 5. Yamrali has refused to follow the instructions given by Qasimi, Reha and Summit. Rather than cooperate with Qasimi, as Summit is obligated to do, Yamrali has actively interfered with Qasimi's efforts, as Summit's attorney-in-fact, to lease the Kabul property, and has caused the tenant located by Qasimi to terminate the lease Qasimi had signed on behalf of Summit and for the benefit of OPIC. 6. Yamrali now asserts that he is the actual owner of the property, and has installed his own tenant in addition to using portions of the property for his own business. Yamrali's refusal to cooperate with Summit has necessitated this action, in which Summit seeks: (a) a declaration requiring Yamrali to cooperate and (b) money damages for the monies he has improperly converted to himself and the damages he has caused Summit. The Parties 7. New York Summit and Afghan Summit are both entities established and controlled by Reha in order to facilitate a variety of businesses Afghan Summit operated in Afghanistan. In addition to the cold storage facility, Afghan Summit, directly or through a nominal Afghan owner, owned real property in Herat, Kunduz and Mazar-i-Sharif, Afghanistan. 2 8. Yamrali is a natural person residing at 465 Sawmill Road, Apt. 409, West Haven, Coruaecticut. At the time Yamrali was listed as nominal owner of the cold storage facility, Yamrali was a resident and citizen of Herat, Afghanistan. He has since moved to the United States. The Underlying Transactions 9. Between June 2008 and June 2010, Summit and OPIC entered into three separate transactions, pursuant to which OPIC provided funding to Reha and Summit for specified purposes. In the first of these transactions, OPIC extended to Summit a credit facility in the principal amount of up to four million dollars ($4,000,000) for the purpose of funding Summit's expansion of a business to engage in the import and distribution of frozen chicken in Afghanistan. The acquisition of the cold storage facility in Kabul, Afghanistan, was accomplished through this transaction. 10. Between 2008 and 2010, OPIC provided Summit with a credit facility in the aggregate amount of thirteen million dollars ($13,000,000) for the purpose of Summit acquiring and operating certain other businesses in Afghanistan. At the time Summit borrowed the funds from OPIC, Summit was owned and controlled by Reha, a United States citizen, who, along with his wife Gulnur Celikay ("Gulnur," collectively with Reha, the "Celikays"), also a United States citizen, absolutely and unconditionally guaranteed each of the loans. 11. Throughout the life of the various transactions between Summit and OPIC, Summit obtained disbursements pursuant to the credit facility granted by OPIC in the total amount of eleven million dollars ($11,000,000). 3 The Cold Storage Facility in Kabul 12. Among other things, the funds borrowed by Summit from OPIC were used to purchase land in Afghanistan upon which the Summit businesses would operate (the "Summit Properties"). 13. Pursuant to Article 41 of the Constitution of Afghanistan, however, foreign nationals are permitted to own and operate businesses in Afghanistan, but they are not permitted to own land there. As a result, Reha could not be listed as owner of the real property under the cold storage facility. 14. In order to comply with Afghan law. Summit and Yamrali, a long-time and trusted employee of Summit, agreed that Yamrali would be listed on the deed as the title holder of the Summit Properties, but only nominally. This is a common arrangement in Afghanistan to facilitate international investment. 15. In exchange for Yamrali's agreement to serve as nominee and to honor and follow any instruction Summit gave him as to any property where he was named nominal real property owner, Afghan Summit gave Yamrali a 1% equity interest in the Company and a regular monthly salary. 16. Afghan Summit and Yamrali memorialized these understandings in the Statement of Agreement (the "Statement of Agreement"), dated as of October 4, 2007, pursuant to which Yamrali acknowledged that he was merely a nominee owner for Summit and otherwise had no ownership rights in the cold storage facility, the land underneath it, or any other property owned or subsequently acquired by Summit in which he would be listed as a nominal owner. 17. The Statement of Agreement was written and executed in both English and Dari, and provides in relevant part: 4 Acknowledging in good state of mental health, I, Abdul Rahman, with actual and permanent residence in Herat Province, hereby agreed with the below mentioned words. The amount of four and halfjerebs of land in the Industrial Park ofPol-e-Charkhi, Kabul (for further land specification refer to the attached deed) and amount offivejerebs of land in second phase lot number 351-355 of the Industrial Park of Herat province (for further land specification refer to the attached deeds) which in total is equivalent to USD $440,000 was purchased with cash funding from Summit Associates Company, as licensed under AISA and Ministry of Commerce & Industry of the Islamic Republic of Afghanistan. This mentioned company is registered under the ownership of Mr. Reha Mustafa Celikay, a U.S. citizen. According to the Constitutional law in Afghanistan, foreign citizens are not allowed to purchase land in Afghanistan. Therefore, the above-mentioned company has purchased all these mentioned lands, in the name of local employee and one percent shareholder, Mr. Abdul Rahman. And all the lands of two provinces are purchased under the name of Summit Associates, which its ownership legally falls under Mr. Reha Mustafa Celikay. And I, as the local employee and one percent shareholder of this company since 2002, have been receiving a monthly salary of $800 per month. Therefore, once again I state, in good mental health that Summit Associates Company of Mr. Reha Mustafa Celikay, has purchased and is the rightful owner of all the mentioned lands in this letter, and can at any point in time, transfer the name of the deeds of the lands or sell to any other person. And I, in the presence of witnesses, hereby state, that now and in the future, have no official or legal claims on these lands. (Statement of Agreement, emphasis added) 18. Yamrali therefore acknowledged unconditionally that Summit was the rightful owner of the cold storage facility, and another property in Herat Province in which nominal title was also placed in Yamrali's name, and further that Summit could, at any time, instruct Yamrali to transfer the deeds in any property owned by Summit, including the cold storage facility, to any third party Summit designates. 19. Yamrali unequivocally agreed that he would honor and follow any instruction Summit gave him in respect of the disposition of any such properties, including the cold storage facility. The Statement of Agreement is fully enforceable under Afghan law. 5 Summit and the Celikays Default 20. By September 2017, Summit was in default of the credit facility provided by OPIC. By letter dated September 29, 2017, OPIC served upon Summit a Notice of Default, Notice of Acceleration and Call on Guarantees that directed Summit to repay the principal sum of eleven million dollars ($11,000,000), plus accrued interest then to date of August 30, 2017, for a total immediately due and owing of thirteen million seven hundred seventy four thousand five hundred and two dollars and fifty-seven cents ($13,774,502.57). The Notice of Default also called the unconditional personal guarantees executed by Reha and Gulnur as security for the credit facility. 21. As a result. Summit and each of the Celikays became liable to OPIC, jointly and severally, in the amount of $13,774,502.57, plus accruing interest, a sum that Summit and the Celikays refused to pay in whole or in part. 22. As a consequence of said default, on or about November 13, 2017, OPIC commenced an action against the Celikays in the United States District Court for the Southern District of New York to enforce the Guarantees. OPIC, Summit and the Celikays Enter into a Settlement, pursuant to which the Celikays Transfer Power of Attorney in all of Summit's Assets to OPIC'S Designee 23. Following OPIC's commencement of the action referenced above, on January 11, 2018, the Celikays filed a bankruptcy petition under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of New York under Case No. 8-18-70232-reg (the "Bankruptcy Action"). OPIC filed a Proof of Claim in the Bankruptcy Case. 24. On October 5, 2018, OPIC, Summit and the Celikays entered into a settlement agreement (the "Settlement Agreement"), pursuant to which the parties resolved all of the claims 6 between them, including, but not limited to, any claim OPIC could bring against the Celikays in the Bankruptcy Action. 25. As part of the Settlement Agreement, New York Summit and Afghan Summit transferred and conveyed to OPIC "all right, title and interest they have or may have in every asset, of whatever kind and description, whether tangible or intangible, liquid or illiquid, wherever located, including all claims that [Summit] may have against any third party, including but not limited to" the rights, titles, interests in and claims relating to the properties Summit acquired in Afghanistan, and "all real property [owned by Summit] wherever located, in the United States, Afghanistan or anywhere else in the world." This Settlement Agreement specifically covered the Kabul cold storage facility, which retained substantial value. 26. Pursuant to the Settlement Agreement, Reha agreed to execute a Power of Attorney "for the ultimate purpose of effectuating the purpose" of transferring all of Summit's assets to OPIC, which would ultimately liquidate such assets, including the cold storage facility, in order to recoup part of the credit facility on which Summit and the Celikays defaulted. 27. As part of the Settlement Agreement, Reha and Summit agreed that they would deliver instructions to defendant Yamrali to effectuate the transfer of Summit's assets to OPIC's designee. Specifically, the Settlement Agreement provides that: R. Celikay and [Summit] agree that at OPIC's request, they shall instruct Abdul RahmanYamrali... to execute all documents, and take all steps necessary, to effectuate the complete transfer to OPIC of all assets intended to be transferred or conveyed pursuant to this Agreement, and shall, upon OPIC's request, present OPIC with proof of each such instruction given. 28. In compliance with the Settlement Agreement, Reha, as the principal shareholder and President of Summit, executed a Power of Attorney, which assigned all ofReha's rights and privileges in Summit to Qasimi. The Power of Attorney granted Qasimi the ability to manage, transfer and sell Summit's assets at OPIC's direction and for its benefit. 7 Yamrali Refuses to Comply With the Statement of Agreement 29. Pursuant to his Power of Attorney, Qasimi undertook to find tenants for Summit's Afghan assets, including the cold storage facility, in order to generate rental income until the sale of the properties could be effectuated. To that end. Summit entered into a lease agreement (the "Cold Storage Lease") with an Afghan business enterprise called Sayed Mustafa Hashemi Ltd. ("Sayed Mustafa") for part of the cold storage facility. The lease agreement was entered into by Summit, through Qasimi, as attorney-in-fact for OPIC. 30. Shortly after the Cold Storage Lease between Summit and Sayed Mustafa was executed, Yamrali represented to the tenant, Sayed Mustafa, that Yamrali was actually the owner of the cold storage facility, and that OPIC and Summit had no right to lease it. Yamrali demanded that Sayed Mustafa vacate the cold storage facility, and subsequently served a notice of eviction on Sayed Mustafa and threatened legal action. These steps were taken in blatant violation of the Statement of Agreement, in which, in exchange for a 1% interest in Afghan Summit, Yamrali acknowledged that Yamrali was only a nominal owner obligated to follow Summit's instructions faithfully, with no legal or equitable right to any of Summit's assets, including the cold storage facility, or to any rent therefrom. 31. On February 4, 20 19, Qasimi met with Yamrali. Qasimi advised Yamrali that his attempt to evict Sayed Mustafa violated Yamrali's duties to Summit and Summit's obligations to OPIC, and demanded that Yamrali cease and desist from interfering in any way with Summit's lease with Sayed Mustafa. Yamrali refused. 32. Despite the Statement of Agreement and the Settlement Agreement, Yamrali continued to assert that he was the legal owner of the cold storage facility, entitled to terniinate the Lease Agreement and enter into a new lease pursuant to which Yamrali would collect rents. 8 33. Accordingly, on or about March 8, 2019, Summit, through Qasimi, terminated Yamrali's affiliation and employment with Summit, effective immediately. Qasimi reminded Yamrali that he had no authority to represent Summit, to terminate the Lease Agreement, or to enter into a new lease with any tenant, and again enclosed a Power of Attorney for Yamrali to sign. Once again, Yamrali refused to sign the Power of Attorney. 34. In March, 2019, Reha also wrote to Yamrali, and instructed him to comply unconditionally with Qasimi's directive and the terms of the Settlement Agreement. Qasimi specifically instructed Yamrali to: (i) sign the Power of Attorney previously sent to Yamrali; (ii) withdraw the termination and eviction notice issued to Sayed Mustafa; (iii) turn over all rents collected by Yamrali related to any of the Summit Properties, including the cold storage facility, and to stop collecting any further rents; (iv) stop communicating with Sayed Mustafa; and (v) stop representing himself as the owner of any of Summit's assets or as an authorized officer or employee of Summit. 35. Yamrali ignored Reha's instructions. He has now entered into his own lease with Sayed Mustafa for the cold storage facility, pursuant to which he has been collecting rents, which he has refused to turn over to Summit, Qasimi or OPIC. This conduct frustrates OPIC's ability to accomplish the purposes of the Settlement Agreement, and specifically to sell the cold storage facility. 36. In addition, for years, Yamrali has been using more than half of the cold storage facility for his own meat distribution business. 37. Yamrali's behavior also violates his own covenants under the Statement of Agreement, to which OPIC has succeeded pursuant to the Settlement Agreement. He is no 9 longer acting only as a nominal owner of the cold storage facility, obligated to act in Summit's interests and to faithfully can-y out its instructions. He has been unjustly enriched by this breach. 38. Yamrali has been representing himself to be the owner and title holder of the Summit properties, including the cold storage facility. Yamrali has admitted to Qasimi that he has obtained duplicate deeds to the properties, in contravention of the applicable laws of Afghanistan, and is using the deeds to enrich himself in violation of his commitment to Summit and obligations to OPIC. 39. As a result of Yamrali's conduct and breaches of the Statement of Agreement as set forth herein. Summit is entitled to a declaration that Yamrali has no ownership rights of any kind as to Summit's Afghan assets, including, but not limited to, the cold storage facility, and is obligated, pursuant to the Statement of Agreement and the Settlement Agreement, to follow Summit's instructions, conveyed through its attorney-in-fact, and transfer all monies collected from the cold storage facility tenant, evacuate the cold storage facility and cease using it for any business he conducts. 40. Accordingly, Summit respectfully requests a judicial declaration and order: (i) declaring that Yamrali is in breach of the Statement of Agreement and the Settlement Agreement, (ii) directing Yamrali to comply with the Statement of Agreement and the Settlement Agreement by ceasing to interfere with Summit's efforts to rent and/or sell the Summit Properties to the benefit of OPIC; (iii) directing Yamrali to comply with the Statement of Agreement and the Settlement Agreement by executing the Power of Attorney assigning all of Yamrali's rights, if any, in the Summit Properties to Qasimi, as Attorney-in-Fact, for Summit; (iv) directing Yamrali to turn over to Qasimi all rentals or other payments, of whatever kind and description, collected by Yamrali related to any of the Summit Properties and to stop collecting 10 any further rent; (v) directing Yamrali to cease representing himself as an owner of Summit or any of its assets, including the cold storage facility, and as able to enter into leases or any other binding legal transaction on Summit's behalf; and (vi) directing Yamrali to immediately cease using any part of the cold storage facility and other Summit properties for his own businesses or any other purpose. COUNT II - Breach of Contract 1-38. Plaintiff repeats and realleges paragraphs 1 through 32 of Count I as if fully set forth herein. 39. Defendant entered into the Statement of Agreement acknowledging that: Summit Associates Company of Mr. Reha Mustafa Celikay, has purchased and is the rightful owner of all the mentioned lands in this letter, and can at any point in time, transfer the name of the deeds of the lands or sell to any other person. And I, in the presence of witnesses, hereby state, that now and in the future, have no official or legal claims on these land. 40. In accordance with the Statement of Agreement, Defendant entered into the Settlement Agreement. 41. Defendant breached both agreements by, among other things, refusing to comply with Qasimi's directives and the terms of the Settlement Agreement, to (i) sign the Power of Attorney previously sent to Yamrali; (ii) withdraw the termination and eviction notice issued to Say ed Mustafa; (ill) turn over all rents collected by Yamrali related to any of the Summit Properties, including the cold storage facility, and to stop collecting any further rents; (iv) stop communicating with Sayed Mustafa; and (v) stop representing himself as the owner of any of Summit's assets or as an authorized officer or employee of Summit. 11 42. Defendant has further breached the agreements by obtaining and retaining economic benefit from a property he does not own, which benefit rightfully belongs to Plaintiff and OPIC. 43. As a result of Defendant's breach, Plaintiff has suffered damages. COUNT III - Unjust Enrichment 1-38. Plaintiff repeats and realleges paragraphs 1 through 32 of Count I as if fully set forth herein. 39. Defendant has improperly retained the economic benefits of the property without being its rightful owner. 40. Defendant has been unjustly enriched by retaining said benefits. 41. As a result. Defendant should be required to disgorge said benefits to Plaintiff. PRAYER FOR RELIEF WHEREFORE, SUMMIT respectfully requests judgment against ABDUL RAHMAN YAMRALI for the following relief: 1. As to Count I, an order of the court (i) declaring that Yamrali is in breach of the Statement of Agreement and the Settlement Agreement, (ii) directing Yamrali to comply with the Statement of Agreement and the Settlement Agreement by ceasing to interfere with Summit's efforts to rent and/or sell the Summit Properties to the benefit ofOPIC; (iii) directing Yamrali to comply with the Statement of Agreement and the Settlement Agreement by executing the Power of Attorney assigning all ofYamrali's rights, if any, in the Summit Properties to Qasimi, as Attorney-in-Fact, for Summit; (iv) directing Yamrali to turn over to Qasimi all rentals or other payments, of whatever kind and description, collected by Yamrali related to any of the Summit Properties and to stop collecting any further rent; (v) directing Yamrali to cease representing 12 himself as an owner of Summit or any of its assets, including the cold storage facility, and able to enter into leases or any other binding legal transaction on Summit's behalf and (vi) directing Yamrali to immediately cease using any part of the cold storage facility and other Summit properties for his own businesses or any other purpose. 2. As to Count II, award of money damages for Defendant' s breach of contract; 3. As to Count III, disgorgement of monies, property and other economic benefits wrongfully withheld by Defendant; 4. Costs; and 5. Such other and further relief as this Court deems appropriate. PLAINTIFFS, SUMMIT ASSOCIATES, LTD. and SUMMIT ASSOCIATES, LTD. By